/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171220.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 20, 2017, Vol. 21, No. 353 Headlines 47 HOPS LLC: Agreed Cash Collateral Order Entered 4720 E BURNING: Hires Goodman & Goodman as Counsel 9 HOUSTON LLC: $19M Sale of 3-Acre Houston Land to Martin Okayed A & A OF MARION: Proposes Jan. 31 Auction of Ocala Property A HELPING HAND TOO: Not Allowed to Use IRS Reissued Funds ACADIANA MANAGEMENT: Tulsa-AMG Selling Hospital Equipment for $17K ALLIANCE SECURITY: Has Until January 12 to File Chapter 11 Plan AMPLIFY SNACK: Moody's Puts B3 CFR Under Review for Upgrade AMPLIFY SNACK: S&P Puts 'B' CCR on Watch Positive on Hershey Deal API HEAT: Revolver Maturity Extension Credit Positive, Moody's Says APOLLO MEDICAL: Co-CEO Hosseinion Stake Cut to 3.6% as of Dec. 8 ATLANTA GROTNES: Intends to File Reorganization Plan by April 26 AVAYA INC: Court Rejects Proposed New Lease in Oklahoma City BEAULIEU GROUP: Aggregate Value of Bridgeport Looms is $1.7MM BILL BARRETT: Holders Approve Amendments to Notes Indentures BIOSTAGE INC: Incurs $3.24 Million Net Loss in Third Quarter BLACK IRON: Hires Durham Jones as Litigation Counsel BOSTON HERALD: Hires Morris Nichols as Bankruptcy Co-Counsel BOYD GAMING: Fitch Affirms B+ IDR on Penn National Acquisition BRIGHT MOUNTAIN: Says Errors Found in Q3 Financial Statements BTH QUITMAN: Needs to Obtain $350,000 in DIP Financing From Heetway CAMBRIDGE REALTY: Hires Richel Commercial as Real Estate Broker CARL SAYERS: Sets Bidding Procedures for All Danbury Properties CASTILLO I PARTNERSHIP: Case Summary & 5 Unsecured Creditors CATHAY BANK: Fitch Raises LT IDR From BB+; Outlook Stable CENTRAL LAUNDRY: Court Approves Affiliate's Disclosure Statement CHARMING CHARLIE: Wants Financing From Bank of America & Wilmington CHEROKEE PHARMACY: Trustee Taps Pharmacy Consulting as Agent CHICAGO CENTRAL: Seeks to Hire CBRE as Appraiser CHOICE HOTELS: S&P Affirms 'BB+' CCR on WoodSpring Acquisition CIT GROUP: S&P Affirms 'BB+/B' Corp. Credit Ratings, Outlook Stable CITY WIDE INVESTMENTS: Seeks Access to Cash Until Plan Confirmation CLA PROPERTIES: Voluntary Chapter 11 Case Summary CLINTON NURSERIES: Case Summary & 20 Largest Unsecured Creditors COMPLETION INDUSTRIAL: Seeks Appointment of Chapter 11 Trustee CONGREGATION ACHPRETVIA: May Obtain Up To $3.54-Mil. in Financing CREEKSIDE HOMES: Has Final Nod to Use Cash Collateral Until Feb. 28 CRYOPORT INC: Signs Indemnification Agreements with 3 Directors CSP ASSET II: Authorized to Access Cash Collateral Through Jan. 8 CUMULUS MEDIA: Files Plan of Reorganization and Disclosures DEX SERVICES: Allowed to Use Cash for December 2017 Expenses DEXTERA SURGICAL: Wants DIP Financing From Aesculap DOLPHIN ENTERTAINMENT: Amends Prospectus on $6M Units Offering EAST WEST CAPITAL: Fitch Affirms BB- Trust Pref. Securities Rating EXPRO HOLDINGS: Voluntary Chapter 11 Case Summary FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating FIRST NATIONAL-OMAHA: Fitch Ups Subordinated Debt Rating From BB+ FIRSTENERGY SOLUTIONS: Fitch Affirms 'CC' Issuer Default Rating FISHERMAN'S PIER: DOJ Watchdog Seeks Chapter 11 Trustee Appointment FLEG EAGLE: Case Summary & 18 Largest Unsecured Creditors FLOYD E. SQUIRES: Court Amends Memo on Notice of Bid to Use Cash FM 544 PARK: Hires Goodrich Postnikoff as Counsel FORTRESS TRANSPORTATION: S&P Affirms B+ Notes Rating AmidAdd-On GARDEN OF EDEN: Plan Filing Period Extended Through December 26 GAWKER MEDIA: Sale Order Bars Any Claims Against Gizmodo GREEN CUBE: Hires Gusrae Kaplan as Litigation Counsel GREENWAY LLC: Taps Pila Law Group as Bankruptcy Counsel HEART AND VASCULAR: Hires Darnall Sikes as Accountant HOAG URGENT: PCO Files First Interim Report IMH FINANCIAL: 29 East MacArthur Has $10M in Assets as of Sept. 30 KANZLER LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors KID BRANDS: Opposes Bid for Case Conversion to Ch. 7 Proceeding LAFFITE'S HARBOR: Wants to Obtain Up To $4-Mil. in DIP Financing LE-MAR HOLDINGS: Hires Tierny Jordan and Colliers as Brokers M & G USA: Committee Taps Berkeley as Financial Advisor M & G USA: Committee Taps Cole Schotz as Co-Counsel M & G USA: Committee Taps Jefferies as Investment Banker MAMMOET-STARNETH: Hires Henrich of Getzler Henrich as CRO MAMMOET-STARNETH: Sets Bidding Procedures for Assets MERRIMACK PHARMACEUTICALS: Revises 2016 Annual Report MERRIMACK PHARMACEUTICALS: Will Sell Securities Worth $150 Million METROPOLITAN DIAGNOSTIC: May Access Cash Collateral Until Dec. 20 MIDLAND PROPERTIES: Court OK's Foreclosure of J. Morgan Property MIDWAY GOLD: Amended Liquidation Plan Declared Effective on Dec. 6 MILFORD REGIONAL: Moody's Cuts Bonds Rating to Ba1; Outlook Stable MONADNOCK BREWING: Shareholder Seeks Ch. 11 Trustee Appointment MONTICELLO INSURANCE: Moody's Withdraws B1 IFS Rating MOUNTAIN BLUE HOTEL: Taps Aaronson Schantz Beiley as Counsel MRMS PROPERTY: Entitled to Recover Counsel Fees from Withheld Rent NAVIDEA BIOPHARMACEUTICALS: Recasts 2016 Annual Report NAVIDEA BIOPHARMACEUTICALS: Will Sell $100M Worth of Securities NET ELEMENT: Gets $1.35 Million from Stock Offering NEXTWORTH SOLUTIONS: Foreclosure Sale Set for December 22 NOVABAY PHARMACEUTICALS: Will Sell $12 Million Common Shares OMINTO INC: Delays Fiscal 2017 Form 10-K Filing ORWELL TRUMBULL: Seeks to Hire Special Counsel PREMIER EXHIBITIONS: Withdraws Sales Procedures for Assets PREMIER PCS OF TX: Seeks Authority to Use Cash Collateral PROMETHEUS HEALTH: Ch. 11 Petition Filed in Bad Faith PROVIDENT FINANCING: Fitch Affirms BB+ on 7.4% Jr. Sub. Securities PUERTO RICO: US Gov't. Issues Statement on PROMESA Status QUALITY CARE: S&P Lowers CCR to 'CCC', Remains on Watch Negative QUOTIENT LIMITED: Issues Warrants to Purchase 8.4M Ordinary Shares RD3J LTD: PlainsCapital Buying Edinburg Propty for $1.9M Credit Bid REAL INDUSTRY: Latham, Young Conaway Represent Noteholder Group RENTECH INC: Case Summary & 30 Largest Unsecured Creditors RENTECH INC: Files Voluntary Chapter 11 Bankruptcy Petition ROCKY MOUNTAIN: Signs Manufacturing Deal with Mexico's CBD SEMIRA AHMED HUSSIEN: U.S. Trustee Appoints Patricia Hunter as PCO SENTRIX PHARMACY: Hires Ver Ploeg as Special Insurance Counsel STEMTECH INTERNATIONAL: Committee Seeks Chapter 7 Conversion STERLING CAPITAL: Fitch Affirms BB Trust Pref. Securities Rating STONE OAK: Payment to Lucas County Upped $632 Per Month SUNIVA INC: Needs Time to Conclude Trade Case & File Exit Plan SYNOVUS FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating THINK FINANCE: Allowed to Use Cash Collateral on Interim Basis TMTR HOLDINGS: Herrlichs Buying Port Aransas Property for $950K TRAVIS WALK: Contempt Amount Discharged in Christian Bankr. Action VAUGHAN COMPANY: Lankfords Bid to Vacate Void Judgments Rejected VERDUGO ENTERPRISES: Trustee Taps Cunningham as Auctioneer WALTER INVESTMENT: Court Sets Jan. 12 Combined Plan Hearing WALTER INVESTMENT: Court Sets Jan. 12 Combined Plan Hearing WALTOGUY ANFRIANY: Entitled to Attorney's Fees and Costs, Ct. Rules WESTMOUNTAIN GOLD: Court Extends Plan Filing Deadline to Dec. 26 WINTRUST FINANCIAL: Fitch Hikes Preferred Stock Rating to 'BB-' WOODBRIDGE GROUP: Taps Garden City as Claims & Noticing Agent YIELD10 BIOSCIENCE: Amends Prospectus on 586,592 A Units Offering YOSI SAMRA: Seeks Feb. 19 Exclusive Plan Filing Extension [*] Michelle Larson Joins Carrington Coleman's Insolvency Practice ********* 47 HOPS LLC: Agreed Cash Collateral Order Entered ------------------------------------------------- Judge Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has entered an agreed order authorizing 47 Hops LLC to use cash collateral and spend those amounts contained in the budget through the date of the final hearing. The approved Budget provides total expenses of $2,489,777 covering the months of December 2017 through May 2018. The agreed order resolves the objection of Columbia State Bank to the Debtor's use of cash collateral. The Debtor is required to provide Columbia State Bank, the Unsecured Creditors' Committee, and the U.S. Trustee, with a report comparing, on a cumulative and aggregate basis, the Debtor's actual income and expenses to Budget. In addition, the Debtor will provide Columbia State Bank with the financials for such month including a balance sheet, profit & loss statement, A/R & A/P Aging reports and inventory reports. On a bi-weekly basis, the Debtor will additionally provide Columbia State Bank a report detailing specific hops purchases and sales and deliveries of pre-paid hops held for customers over the prior two weeks including information on the costs of the hops sold for purposes of calculating profit margins. The Debtor must cooperate with Columbia State Bank in: (a) providing full and reasonable access to information respecting the Columbia State Bank's Collateral and cash collateral, and the Debtor's financial conditions, assets and liabilities; (b) permitting Columbia State Bank to inspect upon reasonable notice the Columbia State Bank's Collateral and replacement collateral and the Debtor's books and records; and (c) physically segregating Columbia State Bank's inventory collateral and any inventory held for customers that have paid for the inventory in advance, not later than December 31, 2017. Columbia State Bank is granted replacement security interests and perfected liens upon all property acquired by the Debtor after the Petition Date of the same type, kind, character and description as the property in which Columbia State Bank held a lien or security interest on the Petition Date, with the same validity and priority and to the same extent that it had valid, enforceable liens and security interests prior to the Petition Date in and to the following: (a) all proceeds from the disposition of all or any portion of the Prepetition Collateral, (b) all property of the Debtor and the Debtor's estate of the same kind, type and nature as the Prepetition Collateral that is acquired after the Petition Date, and (c) all proceeds of the foregoing. The Replacement Liens are and will be in addition to the prepetition liens evidenced by the Commercial Security Agreement, and will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Debtor's case. The Replacement Lien granted to Columbia State Bank will have the same priority position as existed in the Prepetition Collateral prior to the Petition Date and will be valid and enforceable as of the Petition Date. As further adequate protection, the Debtor grants Columbia State Bank a lien on (a) the Debtor's ’ contracts with brewers for the sale of hops, (b) the Debtor's pellet mill and line, and (c) the promissory note owed by Doug MacKinnon to the Debtor. The Debtor offers an additional lien on the foregoing property only to the extent of any diminution of the value of Columbia State Bank's collateral as of the Petition Date. In addition, the Debtor will make a monthly adequate protection payment to Columbia State Bank in the amount of $18,750 per month, with the first payment to be made on or before December 20, 2017, and continuing so long as the Order is in effect, and, the amount of the adequate protection payments may be ordered to be increased by the Court in an amount deemed reasonable and not burdensome to the Debtor, in the event that, in the Court's opinion, the Debtor's revenues and cash flow have deviated substantially higher than the amounts shown on the Budget. A full-text copy of the Order is available at: http://bankrupt.com/misc/waeb17-02440-192.pdf Attorney for Columbia State Bank Jason Ayres, Esq. FARLEIGH WADA WITT 121 SW Morrison St, Ste 600 Portland, Or 97204-3136 E-mail: jayres@fwwlaw.com Attorney for Wyckoff Farms, Inc. Christine M. Tobin-Presser, Esq. BUSH KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101-2373 E-mail: ctobin@bskd.com Attorney for The Unsecured Creditors Committee John Rizzardi, Esq. CAIRNCROSS & HEMPELMANN 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 E-mail: jrizzardi@cairncross.com About 47 Hops LLC Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. Douglas MacKinnon, its president, signed the petition. At the time of the filing, the Debtor disclosed $4.3 million in assets and $7.45 million in liabilities. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. The official committee of unsecured creditors tapped Cairncross & Hempelmann, P.S., as counsel. Marcia A. Frey, the examiner of 47 Hops LLC, hired Hillis Clark Martin & Peterson P.S., as counsel. 4720 E BURNING: Hires Goodman & Goodman as Counsel -------------------------------------------------- 4720 E Burning Tree LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Goodman & Goodman, PLC, as counsel to the Debtor. 4720 E Burning requires Goodman & Goodman to: -- provide legal services that will enable the Debtor to propose and confirm a plan of reorganization; -- negotiate with creditors, deal with claims, dispute claims; and -- prepare and negotiate the Debtor's plan of reorganization and related matters. Goodman & Goodman will be paid based upon its normal and usual hourly billing rates. On October 22, 2017, Goodman & Goodman received from the Debtor a $7,000 retainer, which was used to pay pre-petition fees and the cost of the filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryan W. Goodman, partner of Goodman & Goodman, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Goodman & Goodman can be reached at: Bryan W. Goodman, Esq. GOODMAN & GOODMAN, PLC 7473 E. Tanque Verde Rd., Tucson, AZ 85715 Tel: (520) 886-5631 E-mail: bwg@goodmanadvisor.com About 4720 E Burning Tree LLC 4720 E Burning Tree LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 17-12722) on October 25, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Bryan W. Goodman, Esq., at Goodman & Goodman, PLC. 9 HOUSTON LLC: $19M Sale of 3-Acre Houston Land to Martin Okayed ---------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas authorized 9 Houston, LLC's sale of 3.378 acres of land located in Houston, Harris County, Texas to Martin Fein Interests, Ltd., for $19,865,000 or $135 per square foot. A hearing on the Motion was held on Dec. 7, 2017, at 10:00 a.m. The sale is free and clear of all liens, claims and encumbrances, with all liens, claims and encumbrances to attach to the proceeds of the sale. The second to last sentence of Section 5.1 of the Purchase Agreement is amended to read as follows: "Notwithstanding anything to the contrary provided herein, the Closing Date will in no event extend beyond one hundred eighty (180) days after entry of the Final Sale Order." The Debtor i s authorized to pay at Closing (i) the Broker's 2% commission; (ii) the secured lien of CC3 Post Oak Park Holdings, LLC (or its assigns); (iii) any unpaid ad valorem taxes assessed on the Property; and (iv) any Closing costs and related charges necessary to close the sale of the Property. Notwithstanding anything to the contrary in the Order, the secured ad valorem tax claims owed by the Debtor for tax year 2017 and prior pertaining to the Property will attach to the sales proceeds and that the closing agent will pay all ad valorem tax debt owed incident to the Property immediately upon Closing and prior to any disbursement of proceeds to any other person or entity. The Tax Claims for 2017 and prior will continue to accrue interest at the rate of 1% per month until such time as the taxes for tax year 2017 and prior are paid in full. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure or Bankruptcy Rules 6004(h) applies with respect to the Order. About 9 Houston LLC 9 Houston LLC owns a fee-simple interest in 5.396 acres of land located at 1317 Post Oak Park Drive, Houston, Texas, valued at $29.39 million. It is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 9 Houston LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-35614) on Sept. 30, 2017. David Schmidt, its manager, signed the petition. At the time of the filing, the Debtor disclosed $29.39 million in assets and $18.65 million in liabilities. Judge Jeff Bohm presides over the case. Jarrod Martin, Esq., at Nathan Sommers Jacobs, in Houston, Texas, serves as counsel to the Debtor. The Debtor tapped Jones Lang LaSalle Brokerage, Inc., as the real estate brokerage firm and the firm's Simmi Jaggi as the listing agent. A & A OF MARION: Proposes Jan. 31 Auction of Ocala Property ----------------------------------------------------------- A & A of Marion County, L.L.C., and its debtor-affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property located at 7360 SW Hwy 200, Ocala, Florida via auction to be conducted by Soldnow, LLC, doing business as Tranzon Driggers, on Jan. 31, 2018. The Debtor's sole asset consists of the Real Property. On Dec. 1, 2017, the Court entered an Order on Motion to Dismiss Case as Bad Faith Filing, Retention of New Broker, and Authorizing Sale of Property, which authorized the sale of the Real Property. The Internal Revenue Service filed amended proof of claim #1 in the amount of $0. Marion County Tax Collector filed proof of claim #2 in the amount of $10,342. The claim of the Marion County Tax Collector will be paid in full through the auction of the Real Property. Tranzon will be compensated from the proceeds as outlined in the Application to Employ Auctioneer and the Auctioneer Order. The Debtor asks that any administrative expenses incurred as a result of the auction, including attorney fees and United States Trustee quarterly fees, be paid from the proceeds of the auction. As a result of the auction, the Debtor anticipates total disbursements resulting in a United States Trustee quarterly fee of $4,875 (fee resulting from total quarterly disbursements between $300,000 and $999,999) for 1st quarter 2017. Although the 1st quarter 2017 fee will not become due until April 2017, it asks that any order approving the sale provide for payment of the U.S. Trustee fees from the sale proceeds. The Debtor's attorney fees are estimated at $8,000 total between the case and the affiliated case. The remaining net proceeds, after paying any and all necessary costs of the auction and sale, will be distributed to 1st Manatee Bank. 1st Manatee Bank filed proof of claim 3 in the amount of $4,746,575. However, to the extent the sale proceeds in the case and the sale proceeds in the affiliated case of G & S of Marion County, L.L.C. combined exceeds $773,577, any excess funds will be placed in escrow and deposited in the trust account of the Law Offices of Mickler & Mickler, LLP. The excess funds will remain subject to the lien of the Bank, and be dealt with in the Chapter 11 Plan of Clinical PET of Ocala, LLC, Case no. 3:16-bk-4646-JAF. The Debtor avers that the Proposed Sale is in its best interest, its creditors and the bankruptcy estate. The Creditor: 1ST MANATEE BANK c/o Michael C. Markham, Esq. Johnson Pope Bokor Ruppel & Burns 401 E. Jackson Street, Suite 3100 Tampa, FL 33602-5228 About A & A of Marion County A & A of Marion County, LLC, is the registered owner of a fee simple interest in a property located at 7360 SW Highway 200, Ocala, Florida, which is valued at $600,000. Meanwhile, G & S of Marion County, LLC, owns a fee simple interest in a property located at 7350 SW Highway 200, Ocala, which is valued at $600,000. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-02959 and 17-02960) on Aug. 14, 2017. Dr. Ganesh D. Arora, managing member, signed the petition. At the time of the filing, the Debtors disclosed $600,000 in assets and $4.3 million in liabilities. Judge Jerry A. Funk presides over the case. The Law Offices of Mickler & Mickler serves as counsel to the Debtor. On Dec. 1, 2017, the Court appointed Soldnow, LLC, doing business as Tranzon Driggers, as auctioneer. A HELPING HAND TOO: Not Allowed to Use IRS Reissued Funds --------------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Western District of Louisiana has entered an order denying the Motion to Use Cash Collateral filed by A Helping Hand Too, LLC. As reported by the Troubled Company Reporter on Nov. 29, 2017, the Debtor sought the Court's permission to use levied receivables that were returned to the business by the Internal Revenue Service to pay its employees, which would have been done if they had not been levied. The Debtor said that its receivables which were to be used for payroll were levied on Sept. 14, 2017, shortly after it filed for bankruptcy on Sept. 12, 2017; and the Department of Health & Hospitals (DHH) mailed the funds to the Internal Revenue Service. On the same date, the IRS mailed a Release of Levy to the Department of Health & Hospitals. Once the checks from DHH were received by the Monroe IRS office, the checks were sent back to DHH Financial Management. The levied checks were eventually reissued to A Helping Hand Too, LLC, and mailed to their office. About A Helping Hand Too A Helping Hand Too, LLC, previously filed a Chapter 11 bankruptcy petition (Bankr. W.D.La. Case No. 16-31376) on Sept. 10, 2016. A Helping Hand Too, LLC, recently filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 17-31512) on Sept. 12, 2017. The petition was signed by Cynthia Welch, co-owner. At the time of filing, the Debtor estimated $50,000 in estimated assets and $100,000 to $500,000 in liabilities. J. Garland Smith, Esq., at J. Garland Smith & Associates serves as bankruptcy counsel. ACADIANA MANAGEMENT: Tulsa-AMG Selling Hospital Equipment for $17K ------------------------------------------------------------------ Acadiana Management Group, LLC, and affiliates ask the U.S. Bankruptcy Court for the Western District of Louisiana to authorize the sale of Tulsa-AMG Specialty Hospital, LLC's hospital equipment to certain employees and professional entities for $17,375. On Nov. 22, 2017, Tulsa-AMG, filed a motion for general authority to close the Tulsa facility. Tulsa-AMG owns various hospital equipment previously used at that facility, which it now wishes to sell to certain employees and professional entities for a total sale price of $17,375. BOKF, NA, doing business as Bank of Oklahoma, Eastman National Bank, NBC Oklahoma and Trustmark National Bank, holds a security interest in all of Tulsa-AMG's assets. The Debtor plans to deposit all proceeds of the equipment sale into the Tulsa-AMG segregated account. The Tulsa-AMG respectfully asks that the matter be set for an expedited hearing on Dec. 19, 2017 at 10 a.m. as the Motion is critical to its operations. A failure to hear the Motion on an expedited basis may cause irreparable harm to its business. A prompt hearing on the Motion is necessary to mitigate further loss to the Debtor and the estate. A copy of the list of hospital equipment to be sold attached to the Motion is available at: http://bankrupt.com/misc/Acadiana_Management_555_Sales.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. The Debtors' Chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered. An official committee of unsecured creditors has been appointed in the Chapter 11 cases. No trustee or examiner has been requested or appointed in the Chapter 11 cases. ALLIANCE SECURITY: Has Until January 12 to File Chapter 11 Plan --------------------------------------------------------------- The Hon. Diane Finkle of the U.S. Bankruptcy Court for the District of Rhode Island, upon the request of Alliance Security, Inc., has extended the Exclusive Filing Period and the Exclusive Solicitation Period up to and including January 12, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend by 120 days the period of time during which the Debtor will have the exclusive right to file a plan of reorganization and solicit acceptances for such a plan to and including January 12 and March 13, 2018, respectively. The Debtor told the Court that since the bankruptcy filing, it has focused its efforts on: (a) stabilizing its post-filing business operations and increasing the sale of accounts; (b) addressing the concerns of creditors, employees, vendors, and other parties-in-interest; (c) negotiating what the Debtor anticipates will be a final cash collateral order and budget with Monitronics International, Inc. and the Committee; (d) negotiating a new dealer agreement with Safe Home Security, Inc. that will result in substantial costs savings and additional revenue for the Debtor; (e) obtaining new bankruptcy counsel; and (f) negotiating significant reductions in the Debtor's overhead expenses on an ongoing basis. The Debtor said it has had limited time in which to formulate a plan. The Debtor further said that it is not seeking an extension of the exclusivity period to pressure creditors to accept an unsatisfactory or unconfirmable plan. The Debtor asserted that it has made progress in negotiations with Monitronics and the Committee in terms of entering a final cash collateral order, new dealer agreement, and the rejection of the Monitronics alarm monitoring agreement. The Debtor, therefore, believed that it will now be able to focus on achieving a plan acceptable to all parties. About Alliance Security, Inc. Based in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D. R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jasjit Gotra, its president and CEO. Judge Diane Finkle presides over the case. William J. Delaney, Esq., at The Delaney Law Firm LLC, serves as the Debtor's bankruptcy counsel. William K. Harrington, U.S. Trustee for the District of Rhode Island, on July 27, 2017, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Alliance Security, Inc. The Committee hired Robinson & Cole LLP, as counsel. AMPLIFY SNACK: Moody's Puts B3 CFR Under Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed the ratings of Amplify Snack Brands, Inc., under review for upgrade. This follows the announcement that Amplify has entered into an agreement to be acquired by Hershey Company, (The) (A1 / RUR down) in a transaction valued at $1.6 billion. The review will focus on the credit profile and capital structure of the company post-closing. Amplify will benefit from ownership by a company with a much stronger credit profile than its own. If Amplify's debt is repaid and cancelled, Moody's will withdraw the ratings at that time. Amplify and Hershey expect the transaction to close in the first quarter of 2018. Ratings on review for upgrade: B3 Corporate Family Rating; B3-PD Probability of Default Rating; $50 million Senior Secured Revolver expiring 2021 rated B3 (LGD 3); $594 million Senior Secured Term Loan maturity 2023 rated B3 (LGD 3) Rating affirmed: Speculative Grade Liquidity Rating at SGL-2 RATINGS RATIONALE Amplify's B3 Corporate Family Rating reflects its very high financial leverage with debt/EBITDA over 7 times, modest scale, and the majority of its revenue derived from one branded product. The rating also reflects the company's good operating margins, a good liquidity profile, and the strong market position of its SkinnyPop brand within the narrowly defined but growing "better-for-you" ready-to-eat popcorn category. Amplify Snack Brands, Inc., based in Austin Texas, sells snack foods to consumers primarily in the North American and European markets. Offerings include ready-to-eat popcorn under its Skinnypop brand, protein bars under its Oatmega brand, and several varieties of chips under the Paqui, Tyrrells, Lisa's, and Yarra Valley brands. Revenues approximated $375 million. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. AMPLIFY SNACK: S&P Puts 'B' CCR on Watch Positive on Hershey Deal ----------------------------------------------------------------- S&P Global Ratings placed all its ratings, including the 'B' corporate credit rating, on Austin, Texas-based Amplify Snack Brands Inc. on CreditWatch with positive implications. As of Sept. 30, 2017, Amplify had about $590.5 million in funded debt outstanding. The CreditWatch placement follows Hershey's announcement that it will purchase Amplify for roughly $1.6 billion. S&P said, "We believe Amplify could benefit from support from higher-rated Hershey, which has a considerably stronger credit profile. Therefore, we believe the transaction would enhance Amplify's credit quality on a consolidated basis. We would likely withdraw the ratings on Amplify following the close of the transaction and the repayment of the company's debt." S&P said, "Upon availability of transaction details, we will review our ratings on Amplify for upgrade and potential withdrawal. The magnitude of any ratings uplift would depend on a number of factors, including the pro forma capital structure and operating plans, and our assessment of the strategic importance and commitment of the parent to the subsidiary. If all Amplify debt is repaid or guaranteed, we could withdraw the ratings. "Alternatively, if the proposed transaction does not close, we would likely affirm our ratings on Amplify and remove them from CreditWatch." API HEAT: Revolver Maturity Extension Credit Positive, Moody's Says ------------------------------------------------------------------- Moody's said that the extension of API Heat Transfer ThermaSys Corporation's first lien revolver maturity to May 2019 from May 2018 is a credit positive development in the near term, but does not impact the company's ratings, including its Caa2 Corporate Family Rating and Caa2-PD Probability of Default Rating. The outlook remains negative, reflecting the company's ongoing weak liquidity profile given the still near-term maturity of its first lien facilities, including a $237 million term loan within sixteen months, and deemed high refinancing risk associated with an over-leveraged capital structure. API's weak liquidity also reflects its low free cash flow generation and cash balances of $6 million and $7 million, respectively, as of September 30, 2017. After significant declines in 2015 and 2016, the company's revenue, earnings, bookings and backlog have been steadily improving since April 2017. A demonstrated ability to sustain a positive trajectory of operating results, along with a successful refinancing and strengthening of liquidity, would be essential considerations for any prospective ratings and/or outlook improvement. API Heat Transfer ThermaSys Corporation, headquartered in Buffalo, New York, is a designer and manufacturer of industrial heat exchangers. The company was formed following the combination of two legacy entities: API Group Holdings, LLC and ThermaSys Group Holding in April 2012. API offers a broad range of heat transfer products through its business segments of Compressor & Dryer, Construction & Specialty Vehicle, Energy, Power & Energy Cooling, Fluid Power & Distributed Products, Process & Industrial, Sanitary & Systems, and Thermasys Tubing. The company is majority owned by private equity sponsor Wellspring Capital Partners. In the last twelve months ended September 30, 2017, API generated approximately $294 million in revenues. APOLLO MEDICAL: Co-CEO Hosseinion Stake Cut to 3.6% as of Dec. 8 ---------------------------------------------------------------- Warren Hosseinion, M.D. reported in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Dec. 8, 2017, he beneficially owns 1,185,838 shares of common stock of Apollo Medical Holdings, Inc., constituting 3.6 percent of the shares outstanding. Dr. Hosseinion's present principal occupation is co-chief executive officer and director of Apollo Medical. On Dec. 8, 2017, Apollo Medical completed a business combination with Network Medical Management, Inc. pursuant to an Agreement and Plan of Merger, dated as of Dec. 21, 2016, among the Issuer, Apollo Acquisition Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), NMM and Kenneth Sim, as the NMM shareholders' representative, whereby Merger Sub merged with and into NMM, with NMM surviving as a wholly-owned subsidiary of the Issuer. As a result of the Merger, Dr. Hosseinion's beneficial ownership was reduced to approximately 3.6% of the outstanding shares of Common Stock, based on 33,101,540 shares of Common Stock of the Issuer outstanding as of the Effective Time. A full-text copy of the regulatory filing is available at: https://is.gd/nJwpd7 About Apollo Medical Headquartered in Glendale, California, Apollo Medical Holdings, Inc., and its affiliated physician groups are patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. Led by a management team with over a decade of experience, ApolloMed -- http://apollomed.net/-- has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. Apollo Medical reported a net loss attributable to the Company of $8.96 million for the year ended March 31, 2017, compared to a net loss attributable to the Company of $9.34 million for the year ended March 31, 2016. As of Sept. 30, 2017, Apollo Medical had $41.17 million in total assets, $48.46 million in total liabilities and a total stockholders' deficit of $7.29 million. BDO USA, LLP, in Los Angeles, California, expressed substantial doubt about the Company's ability to continue as a going concern in its report on the consolidated financial statements for the year ended March 31, 2017. The auditors said the Company has suffered recurring losses from operations and has generated negative cash flows from operations since inception, resulting in an accumulated deficit of $37.7 million as of March 31, 2017. ATLANTA GROTNES: Intends to File Reorganization Plan by April 26 ---------------------------------------------------------------- Atlanta Grotnes Machine Company requests the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusive period for filing a plan by 120 days, through and including April 26, 2018. Absent any extensions, the exclusive period will expire on December 27, 2017. The Debtor tells the Court that since the commencement of the case, it has worked diligently to maintain continuity in the everyday operation of its business, while simultaneously working to preserve and build the value of its assets. The Debtor has retained a broker to market and sell real property, the proceeds of which the Debtor intends to use to fund obligations under a Chapter 11 plan. Based on its post-petition progress to date, the Debtor anticipates that it will be able to confirm a plan within a reasonable period of time. Under the circumstances, the Debtor claims that cause exists to extend the exclusive period to file a plan through and including April 26, 2018. About Atlanta Grotnes Machine Co. Atlanta Grotnes Machine Company, a company based in Atlanta, Georgia, is engaged in the metalworking machinery manufacturing industry. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017. The petition was signed by Alan Grotnes, vice-president of operations. As of June 29, 2017, the Debtor had $1.21 million in total assets and $2.23 million in total liabilities. Scroggins & Williamson, P.C. represents the Debtor as counsel. Reliant Real Estate Partners, LLC serves as the Debtor’s real estate broker. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Atlanta Grotnes Machine Company as of August 2, according to a court docket. AVAYA INC: Court Rejects Proposed New Lease in Oklahoma City ------------------------------------------------------------ Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York entered an order denying Avaya, Inc. and affiliates' applications for the Court to approve their New Lease in Oklahoma City and to seal certain information in the New Lease. The debtors sought authority to terminate their current Oklahoma City lease and to enter into a new lease at the same premises for approximately one-third of the amount of space rented under the Old Lease. The debtors also sought to seal certain information in the New Lease, although they have delivered only a redacted copy of their application and the New Lease to chambers. The justification for sealing the information is contained in one conclusory sentence: "Disclosing the Confidential Terms could jeopardize the Debtors' ability to obtain, and the Landlord’s ability to negotiate more favorable terms with other potential tenants." The Court finds that the Debtors have failed to sustain their burden of proving that the disclosure of the concealed information will impair the landlord's negotiating leverage or place it at a disadvantage with its competitors. The debtors are bargaining for a specific area in the premises and have not shown that the deal they struck will affect the deals the landlord may reach or attempt to reach for different space in the same premises. A copy of the Court's Dec. 12, 2017 Order is available at: http://bankrupt.com/misc/nysb17-10089-1651.pdf About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of Dec. 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. BEAULIEU GROUP: Aggregate Value of Bridgeport Looms is $1.7MM ------------------------------------------------------------- Bankruptcy Judge Mary Grace Diehl addressed Debtors Beaulieu Group, LLC and affiliates' motion to enforce order authorizing the Debtors to assume executory contract as modified by agreement of the parties filed on Oct. 13, 2017. Aladdin Manufacturing of Alabama, LLC and Mohawk Industries, Inc. filed a response in opposition to the Debtors' motion on Oct. 25, 2017. At issue in the Motion is the "reasonable value" 85 Sulzer Model P7100 looms and the associated take up and beams from the Debtors' facility in Bridgeport, Alabama that the Debtors had transferred to Mohawk in partial satisfaction of the cure costs for assuming an executory contract between the Debtors and Mohawk. Pursuant to the Assumption Order, if the Debtors found a purchaser for all the assets of the Debtors, and that purchaser wanted to also purchase the Bridgeport Looms, then Mohawk and the Debtors will negotiate in good faith in an effort to reach agreement on (a) other equipment of the Debtors of roughly equal value which could be transferred to Mohawk as an acceptable substitute for the Beaulieu Bridgeport Looms or (b) a mutually agreeable amount representing the reasonable value of the Beaulieu Bridgeport Looms which could be paid to Mohawk by the Debtors as consideration for the Debtors retaining the Beaulieu Bridgeport Looms[.] The Debtors sought direction from the Court that a payment of $510,000 satisfied Debtors' obligation under the Assumption Order. Mohawk asserts that the Debtors' obligation would be satisfied by a payment of $2,337,500. After review of the Motion, related pleadings, and evidence, the Court found that the term "reasonable value" as used in the Assumption Order by Mohawk reflected the value attributed to the Bridgeport Looms by Mohawk in connection with its decision to consider the cure amount referenced in the Assumption Order satisfied. The parties did not use the terms "fair market value"; "fair value"; or "liquidation value" and the evidence tendered as to those values cannot reflect the intent of the parties. The Assumption Order speaks of "roughly equivalent value" when referring to the substitution of equipment in lieu of the Bridgeport Looms and therefore the Court believes that the value assessment made by Mohawk and entered on its books and records to be the amount contemplated by the parties when agreeing to the terms of the Assumption Order. That amount, as testified to by Joseph H. Faircloth and shown in Debtors' Exhibit 4, was $20,000 for each of the Bridgeport Looms. Thus, the Court orders that the reasonable value of each Bridgeport Loom is $20,000, and therefore the aggregate value of the Bridgeport Looms is $1,700,000. The Court further orders that the funds for the $1,700,000 payment to Mohawk will be deducted from the Escrow Account held by the Debtors' counsel, as is set forth in the Prior Order. This payment will be separate and apart from the Debtors' authorized use of cash collateral. The bankruptcy case is in re: BEAULIEU GROUP, LLC, et al., Chapter 11, Debtor, Case No. Jointly Administered Under 17-41677-MGD (Bankr. N.D. Ga.). A full-text copy of the Court's Order dated Dec. 8, 2017 is available at https://is.gd/laeR1Z from Leagle.com. Beaulieu Group, LLC, Debtor, represented by J. Hayden Kepner, Jr., Scroggins & Williamson, P.C., Matthew W. Levin, Scroggins & Williamson, P.C., Ashley Reynolds Ray, Scroggins & Williamson, P.C. & J. Robert Williamson, Scroggins & Williamson, P.C. Guy G. Gebhardt, U.S. Trustee, represented by Martin P. Ochs, Office of the U. S. Trustee. Official Committee of Unsecured Creditors c/o Thompson Hine LLP, Creditor Committee, represented by John F. Isbell , Thompson Hine LLP -- John.Isbell@ThompsonHine.com -- Paul J. Labov -- plabov@foxrothschild.com -- Fox Rothschild, LLP, Jason C. Manfrey -- jmanfrey@foxrothschild.com -- Fox Rothschild, LLP, Michael G. Menkowitz -- mmenkowitz@foxrothschild.com -- Fox Rothschild, LLP & Garrett A. Nail -- Garrett.Nail@ThompsonHine.com -- Thompson Hine, LLP. About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full- and part-time hourly and salaried employees. Beaulieu Group, LLC, along with the two other affiliates, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are pending before the Honorable Judge Mary Grace Diehl. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent. No trustee or examiner has been appointed in this Case. No request has been made for the appointment of a trustee or examiner. An Official Committee of Unsecured Creditors was appointed on July 21, 2017. BILL BARRETT: Holders Approve Amendments to Notes Indentures ------------------------------------------------------------ On Dec. 4, 2017, Bill Barrett Corporation entered into an Agreement and Plan of Merger with Fifth Creek Operating Company, LLC, Red Rider Holdco, Inc., a wholly owned subsidiary of the Company ("New Parent"), Rio Merger Sub, LLC, a direct wholly owned subsidiary of New Parent, Rider Merger Sub, Inc., a direct wholly owned subsidiary of New Parent ("Parent Merger Sub"), and, for limited purposes set forth in the Merger Agreement, Fifth Creek Energy Company, LLC and NGP Natural Resources XI, L.P. Pursuant to the terms of the Merger Agreement, at the closing of the mergers contemplated by the Merger Agreement (a) Parent Merger Sub will be merged with and into the Company, with the Company surviving the Merger, and (b) Rio Grande Merger Sub will be merged with and into Fifth Creek, with Fifth Creek surviving the Merger, as a result of which the Company and Fifth Creek will each become direct wholly owned subsidiaries of New Parent. In connection with the execution of the Merger Agreement and as previously disclosed, on or around Dec. 5, 2017, the Company launched consent solicitations pursuant to which it sought consents from holders of its 7.00% Senior Notes due 2022 and holders of the Company's 8.75% Senior Notes due 2025 to amend each of the indentures governing the Senior Notes to, among other things, amend the defined term "Change of Control" in each of the indentures to provide that the Merger will not constitute a "Change of Control" under the indentures. On Dec. 13, 2017, the amendments with respect to both series of Senior Notes were approved by a majority of the holders of the then-outstanding aggregate principal amount of Senior Notes governed by the applicable indenture, and, upon receipt of such consents, the Company entered into the Supplemental Indenture to the Fourth Supplemental Indenture, dated as of March 12, 2012, by and among the Company, the subsidiary guarantors of the Company named therein, and Deutsche Bank Trust Company Americas, as trustee, relating to the 7.00% Senior Notes due 2022, and the First Supplemental Indenture to the Indenture, dated as of April 28, 2017, by and among the Company, the subsidiary guarantors of the Company named therein, and Deutsche Bank Trust Company Americas, as Trustee, relating to the 8.75% Senior Notes due 2025. The Company paid a consent fee equal to $2.50 per $1,000 principal amount of Senior Notes for consents validly delivered and not validly revoked upon the execution and effectiveness of each Supplemental Indenture giving effect to the amendments. The aggregate amount of the consent fees paid was $1,668,975. About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado -- http://www.billbarrettcorp.com/-- is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of its assets and operations are located in the Rocky Mountain region of the United States. 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'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." BIOSTAGE INC: Incurs $3.24 Million Net Loss in Third Quarter ------------------------------------------------------------ Biostage, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $3.24 million on $0 of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $3.05 million on $26,000 of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $10.68 million on $0 of revenues compared to a net loss of $8.23 million on $54,000 of revenues for the same period a year ago. The Company's balance sheet as of Sept. 30, 2017, showed $2.55 million in total assets, $2.07 million in total liabilities and $477,000 in total stockholders' equity. The Company has incurred operating losses since inception, and as of Sept. 30, 2017, it had an accumulated deficit of approximately $47.0 million. The Company is currently investing significant resources in the development of its products for use by clinicians and researchers in the field of regenerative medicine. As a result, the Company expect to incur operating losses and negative operating cash flow for the foreseeable future. As a result of First Pecos's refusal to deliver the Purchase Price pursuant to the Pecos Placement, the Company is facing significant capital issues, as its current financial obligations exceed its cash on hand, and is exploring financing and other strategic alternatives, including the Private Placement. The Company cannot provide any assurance it will be able to obtain sufficient financing. "We need to raise additional funds to fund our operations," the Company stated in the report. "In the event that we do not raise additional capital from outside sources in the near future, we may be forced to further curtail or cease our operations. Cash requirements and cash resource needs will vary significantly depending upon the timing of clinical and animal studies and other resource needs that will be required to complete ongoing development and pre-clinical and clinical testing of products as well as regulatory efforts and collaborative arrangements necessary for our products that are currently under development. We seek to raise necessary funds through a combination of public or private equity offerings, debt financings, other financing mechanisms, or strategic collaborations and licensing arrangements. We may not be able to obtain additional financing on terms favorable to us, if at all." Net cash used in operating activities of $9.4 million for the nine months ended Sept. 30, 2017 was primarily a result of the Company's $10.7 million net loss, partially offset by a $1.6 million add-back of non-cash expenses related to the change in the fair value of warrant liability, stock-based compensation and depreciation. Net cash used in operating activities of $6.1 million for the nine months ended Sept. 30, 2016 was primarily a result of the Company's $8.2 million net loss and $1.0 million of cash provided for working capital and $1.1 million add-back of non-cash expenses of stock-based compensation and depreciation, partially offset by a favorable change in the fair value of warrant liability. Net cash used in investing activities during the nine months ended Sept. 30, 2017 and 2016 of $0.1 million and $0.2 million, respectively, reflects cash used for additions to property and equipment. Financing activities Net cash generated from financing activities during the nine months ended Sept. 30, 2017 of $7.9 million consisted of the net proceeds from the issuance of 20,000,000 shares of the Company's common stock at a purchase price of $0.40 per share, the issuance of warrants to purchase 20,000,000 shares of common stock at an exercise price of $0.40 per warrant and warrants issued to placement agents for the offering to purchase 1,000,000 shares of common stock at an exercise price of $0.50 per warrant and $1.1 million from the conversion of warrants for 2,647,338 shares of common stock at $0.40 per share. A full-text copy of the Form 10-Q is available for free at: https://is.gd/DGNxvf About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its preclinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BLACK IRON: Hires Durham Jones as Litigation Counsel ---------------------------------------------------- Black Iron, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah to employ Durham Jones & Pinegar, P.C., as special litigation counsel to the Debtor. Black Iron requires Durham Jones to: -- represent the Debtor for tax appeal matters; -- finalize the settlement in the Oldroyd matters, captioned as Black Iron v. Oldroyd, Case No. 170500010, with the Fifth Judicial District Court,; and -- assist the Debtor in the Fraudulent Transfer and Storage Fees Cases, which are now being administered as Consolidated Adversary Proceeding No. 17-2088, and the Hatch James & Dodge/Matec Settlement Funds matter, Adversary Proceeding No. 17-2062. Durham Jones will be paid at these hourly rates: Attorneys $225-$330 Associates $160-$250 Durham Jones will also be reimbursed for reasonable out-of-pocket expenses incurred. Dana T. Farmer, partner of Durham Jones & Pinegar, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Durham Jones can be reached at: Dana T. Farmer, Esq. DURHAM JONES & PINEGAR, P.C. 111 S Main St. Salt Lake City, UT 84111 Tel: (801) 415-3000 About Black Iron, LLC Black Iron, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017. Steve L. Gilbert, its manager, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Judge William T. Thurman presides over the case. The Debtor is represented by Adelaide Maudsley, Esq. and Ralph R. Mabey, Esq. at Kirton McConkie P.C. The Debtor tapped Hires Gary Thorup, Esq. at Durham Jones to serve as its special litigation counsel; WSRP, LLC as its accountant; and Alysen Tarrant as its environmental consultant. BOSTON HERALD: Hires Morris Nichols as Bankruptcy Co-Counsel ------------------------------------------------------------ Herald Media Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Morris Nichols Arsht & Tunnell LLP, as co-counsel to the Debtors. Herald Media requires Morris Nichols to: a. perform all necessary services as the Debtors' Delaware bankruptcy counsel, including, without limitation, providing the Debtors with advice, representing the Debtors, and preparing necessary documents on behalf of the Debtors in the areas of restructuring and bankruptcy; b. take all necessary actions to protect and preserve the Debtors' estates during these Chapter 11 Cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objecting to claims filed against the estate; c. prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports and papers in connection with the administration of these Chapter 11 Cases; d. counsel the Debtors with regard to their rights and obligations as debtors in possession; and e. perform all other necessary legal services. Morris Nichols will be paid at these hourly rates: Partners $585–945 Associates and Special Counsel $355.50–535.50 Paraprofessionals $265.50 Case Clerks $144 Morris Nichols received payments of $25,000 and $30,900 on December 5 and 7, respectively as an advance fee for services to be rendered and expenses to be incurred in connection with Morris Nichols's representation of the Debtors. In total, Morris Nichols rendered services and incurred expenses in preparation for the Debtors' chapter 11 filing valued at $46,766.55 as of the Petition Date. After all fees and charges accrued prior to the Petition Date had been posted, Morris Nichols issued a final billing statement for the actual fees, charges, and disbursements for the period prior to the Petition Date and the Final Billed Amount was paid from the Advance. As of the Petition Date, Morris Nichols held a balance of $9,133.45 as an advance payment for services rendered and expenses incurred in connection with its representation of the Debtors. Morris Nichols will also be reimbursed for reasonable out-of-pocket expenses incurred. Curtis S. Miller, partner of Morris Nichols Arsht & Tunnell LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Morris Nichols can be reached at: Curtis S. Miller, Esq. MORRIS NICHOLS ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor Wilmington, DE 19801 Tel: (302) 658-9200 About Herald Media Holdings, Inc. Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald Interactive Inc., Herald Media, Inc. and Herald Media Holdings, Inc., collectively operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Boston Herald, as well as a related website, internet radio station, and mobile applications. Herald Media Holdings, Inc., and three affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on Dec. 8, 2017. Herald Media reported total assets of $6.02 million and total liabilities of $31 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. Morris, Nichols, Arsht & Tunnell LLP, is serving as lead counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. BOYD GAMING: Fitch Affirms B+ IDR on Penn National Acquisition -------------------------------------------------------------- Fitch Ratings has affirmed Boyd Gaming Corp's (BYD) Long-Term Issuer Default Rating (IDR) at 'B+' following BYD's announcement that it is acquiring the operations of four regional gaming assets from Penn National Gaming, Inc. (PENN) for $575 million, which is in connection with PENN's proposed acquisition of Pinnacle Entertainment, Inc. (PNK). BYD will lease the assets under a triple net master lease from Gaming & Leisure Properties, Inc. (GLPI) at initial annual rent coverage of roughly 1.9x (roughly $105 million). The transaction will be funded with debt and operating cash flow. The Rating Outlook is revised to Stable from Positive. KEY RATING DRIVERS The Rating Outlook revision to Stable from Positive reflects the debt funded transaction, which will keep BYD's traditional debt/EBITDA leverage at above 5x for a longer duration than Fitch previously estimated. Pro forma for the transaction Fitch estimates BYD will end 2018 with debt/EBITDA at 5.1x compared to 4.9x Fitch estimated when it revised BYD's Outlook to Positive in August 2017. The Outlook revision also reflects BYD's master lease that it will enter into with GLPI, which will increase BYD's fixed cost structure. As a result of the lease, Fitch estimates BYD's lease adjusted leverage will be in mid-5x range through 2019. The leased assets will account for slightly over 20% of BYD's total property EBITDAR. Positively, the acquisition will diversify BYD's asset base with access to three new regional gaming markets and grow its regional gaming network. BYD's exposure to Las Vegas markets, where it historically had a concertation, will decline to about 38% of property EBITDAR from 44%. Fitch views the gaming assets acquired favorably as they are market leading assets in markets with minimal threat of new competition. The gaming assets acquired by BYD represent about 26%, 26%, and 32% market share based on year-to-date gross gaming revenues in St. Louis, MO, Kansas City, MO and Cincinnati, OH, respectively. An upgrade to 'BB-' is still possible within the next 24 months if BYD's traditional leverage declines below 5x, rent adjusted leverage is at or close to 5x and the percentage of assets that are leased remains modest. Since BYD's rent adjusted leverage will be approximately 0.5x higher than traditional leverage, an upgrade to 'BB-' will hinge on BYD managing closer to the middle of its 4x-5x target leverage range. Improving Credit Profile: Fitch forecasts Boyd's traditional leverage to continue to decline, despite the announced acquisition, reaching 4.9x in 2019, driven by organic and acquisition related EBITDA growth and debt paydown. Fitch forecasts lease adjusted leverage at 5.3x in 2019. Strong FCF Profile: Boyd generates healthy FCF, which creates some cushion against potential operating pressure. Fitch expects annual FCF before dividends to exceed $300 million through the forecast period. Fitch expects the excess cash flow use to be balanced between debt paydown and shareholder returns in the form of Boyd's increased quarterly dividend and share repurchases. Greater Diversification: Pro forma for the acquisitions, BYD's Las Vegas assets will represent 38% of property EBITDAR down from 44% in the LTM period. BYD will also have greater diversification among its other regional markets with entry into three new major markets. DERIVATION SUMMARY Boyd's rent-adjusted leverage and FCF generation are some of the strongest among U.S. regional gaming operators. Boyd's credit profile is better positioned than peer Penn National Gaming as it still owns majority of its underlying real estate and is not as subject to as high of operating leverage as pure play gaming OpCos have from master leases. As a result, Boyd's FCFs are more sustainable under moderate operating pressures, similar to other more traditional gaming operators that still own their underlying real estate (e.g. Red Rock Resorts, Eldorado Resorts). Boyd also has outsized exposure to the Las Vegas Locals market, of which Fitch has a more favorable view relative to other regional gaming markets. Offsetting these positives is the cyclical nature of regional gaming, underlying secular headwinds (including demographic shift and alternatives to casino gaming), and the industry's capital intensity. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Agency's Rating Case for the Issuer -- Low single-digit same-store revenue growth across Boyd's gaming markets; -- BYD closes on PENN gaming asset acquisition in mid-2018; -- EBITDAR margins increase slightly through 2020 driven by Las Vegas Locals, reflecting the segment's larger scale and revenue flowthrough; -- State and federal NOLs absorb all tax liability through the forecast horizon; -- Run-rate maintenance capex at about $150 million per year (includes $20 million at acquired assets); -- Uses of excess cash flow are spread about evenly among debt reduction, dividend increases and share repurchases. Key Recovery Rating Assumptions -- The recovery analysis assumes that Boyd would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated; -- Fitch has assumed a 10% administrative claim; -- The going-concern EBITDA reflects stresses at Boyd's segments of 15% to 20% below LTM levels (adjusted for the PNK assets acquisition). This reflects a moderate recessionary environment with revenue declines of 7% to 11% and 50% flow- through to EBITDA. This is slightly better than Boyd's performance in the previous recession as all three of Boyd's segments have not yet fully recovered to pre-recession levels; -- Fitch's recovery analysis is based on EV multiples that are slightly below historical market and M&A-implied multiples. This is to account for the difficulty of estimating multiples at the time of default, which could be several years out for healthier issuers. Fitch assigns 6.5x multiples to the Midwest & South segment, 6x to Downtown and 7x to Las Vegas Locals. Actual M&A-implied multiples for regional assets have been around 7.0x to 7.5x. Fitch assigns a 6x multiple for the previously owned PNK OpCo assets, as their high fixed cost structure offset solid asset quality and favorable competitive environments; -- Assumes a full draw on Boyd's revolver, which has $775 million in capacity and $591 million in availability as of Sept. 30, 2017. Fitch also assumes that Boyd's use of its revolver to finance acquisitions is eventually paid down via unsecured debt issuance; -- The waterfall results in a 100% recovery corresponding to an 'RR1' recovery for the senior secured credit facility. The waterfall also indicated a 46% recovery corresponding to 'RR4' for the senior unsecured notes. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Debt/EBITDA declining and remaining below 5.0x (Fitch forecasts 4.9x for 2019); -- Adjusted debt/EBITDAR declining close to 5.0x (Fitch forecasts 5.3x 2019); -- Discretionary run-rate FCF exceeding $300 million on sustained basis (Fitch forecasts $400 million for 2019); -- Regional markets remaining stable or growing on same-store basis. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Boyd's debt/EBITDA ratio remaining above 6.0x on a sustained basis (Fitch forecasts 4.9x for 2019); -- Adjusted debt/EBITDAR increasing to 6.0x (Fitch forecasts 5.3x 2019); -- Discretionary run-rate FCF declining towards or below $150 million (Fitch forecasts $400 million for 2019); -- Operating pressure with same-store revenues declining over an extended period; -- Boyd pursuing a REIT spin-off or an M&A activity that would result in rent-adjusted leverage increasing. LIQUIDITY Strong Liquidity: Boyd had $591 million available on its $775 million revolver as of Sept. 30, 2017, BYD's run-rate discretionary FCF is approximately $300 million pro forma for the acquisition, and Boyd has no meaningful maturities until 2021 when the revolver ($135 million outstanding as of Sept. 30, 2017) and term loan A ($214 million prior to any required prepayments) mature. There are no major developments and run-rate maintenance capex of $150 million is also manageable. Boyd's strong FCF generation allows some cushion for moderate operating stress or a more aggressive return of shareholder value. FULL LIST OF RATING ACTIONS Boyd Gaming Corp. -- Long-Term IDR at 'B+'; Outlook revised to Stable from Positive; -- Senior secured credit facility at 'BB+'/'RR1'; -- Senior unsecured notes at 'B+'/'RR4'. BRIGHT MOUNTAIN: Says Errors Found in Q3 Financial Statements ------------------------------------------------------------- Bright Mountain Media, Inc., received an oral notice from Liggett & Webb P.A., its independent registered public accounting firm, that its review of the Company's condensed consolidated financial statements for the three and nine months ended Sept. 30, 2017 appearing in the Company's Quarterly Report on Form 10-Q for the period ended Sept. 30, 2017 should no longer be relied upon as a result of errors in those statements as addressed in FASB ASC Topic 250. Specifically, the Company's auditors orally advised its chief financial officer that errors exist in the purchase price allocation related to the Company's acquisition of Daily Engage Media Group LLC during September 2017. The Company's chief financial officer has discussed this matter with its auditors. The correction of these errors will result in the restatement of our condensed consolidated balance sheet (unaudited) at Sept. 30, 2017 and its condensed consolidated statement of cash flows for the nine months ended Sept. 30, 2017 (unaudited). According to Bright Mountain, "While we expect that line items within both our total assets and total liabilities will change as the result of a reallocation of both assets and liabilities at September 30, 2017 in amounts we have not yet quantified, we do not expect any material change in either our total assets or total liabilities at that date. We also do not expect any change in our condensed consolidated statement of operations (unaudited) for the three and nine months ended September 30, 2017. We expect to file an amendment to our Quarterly Report on Form 10-Q for the period ended September 30, 2017 as soon as possible." About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, owns and manages Websites in the United States. It operates through two segments: product sales and services. The company develops Websites, which provide information and news to military, law enforcement, first responders, and other public sector employees; and information, including originally written news content, blogs, forums, career information, and videos. Bright Mountain reported a net loss attributable to common shareholders of $2.94 million on $1.49 million of product sales for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $2.01 million on $1.41 million of product sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Bright Mountain had $3.58 million in total assets, $2.69 million in total liabilities and $882,370 in total shareholders' equity. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss of $2.667 million and used cash in operations of $1.861 million and an accumulated deficit of $8.825 million at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. BTH QUITMAN: Needs to Obtain $350,000 in DIP Financing From Heetway ------------------------------------------------------------------- BTH Quitman Hickory LLC asks the U.S. Bankruptcy Court for the District of Nevada for permission to obtain from Heetway Inc. a non-amortizing multiple draw super-priority bridge loan facility in an aggregate principal amount not to exceed $350,000, of which $156,973 is in the form of new money funding and refinance and roll up of a protective prepetition secured loan to the Debtor since Aug. 1, 2017, of $193,027, which funds were used to protect and preserve the assets of the Debtor, including the payment of casualty insurance, payroll, security guard service and utilities. The $193,027 prepetition loan is part of a $276,917 loan secured by a first lien against certain personal property assets of the Debtor, which was perfected on Dec. 6, 2017, in the State of Nevada. There are no upfront fees. A drawdown fee in the amount of 2.5% of each withdrawal of DIP Bridge Loan by the Debtor will be paid to the DIP Lenders in cash ratably based on their respective principal amount of DIP Bridge Loans withdrawn and the fee will be paid from the proceeds thereof. The DIP Bridge Loan will mature on the earlier of: (i) funding of a term DIP Bridge Loan approved by an interim or final order of the Court; (ii) June 1, 2018; (iii) the effective date of any chapter 11 plan for the reorganization of the Debtor; (iv) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtor pursuant to Bankruptcy Code section 363; and (v) the date of the acceleration of the DIP Bridge Loan in accordance with the DIP Loan Agreement. The Debtor is in urgent need of funds to continue to protect and preserve of the assets of the bankruptcy estate. The purpose of the DIP Bridge Loan is to provide the funds while a term DIP loan approval is obtained by the Debtor. Upon entry of the interim order and acceptance of the term sheet, the Postpetition Lender will make available to the Debtor the DIP Bridge Loan in an amount up to $350,000. The proceeds will be used: (i) to provide working capital for legal fees and administrative costs and for other costs to protect and preserve the assets of the Debtor including, but not limited to casualty insurance, labor and security guard service and utilities, and (ii) to refinance the existing bridge loan facility. All obligations of the Debtor to the Lender including, without limitation, all principal and accrued interest, costs, fees and expenses, will be: (1) secured, pursuant to the U.S. Bankruptcy Code Sections 361, 362, 364(c)(2), 364(c)(3) and 364(d), by a valid, binding, continuing, enforceable, fully-perfected, non-avoidable, automatically and properly perfected first priority senior priming lien on, and security interest in all present and after acquired personal property of the Debtor, wherever located, including, without limitation, including all accounts, inventory, equipment, capital stock in subsidiaries of the Debtors, investment property, instruments, chattel paper, real estate, leasehold interests, contracts, patents, copyrights, trademarks and other general intangibles, and all products and proceeds thereof, and the proceeds of any causes of action under Bankruptcy Code Sections 502(d), 544, 545, 547, 548, 549, 550 or 553 or any other avoidance actions under the Bankruptcy Code or applicable non-bankruptcy law, which liens and security interests will be senior to any and all other liens and security interest, and the liens granted to any prepetition secured parties; and (2) The DIP obligations will also constitute claims entitled to the benefits of Bankruptcy Code section 364(c)(1), having a super-priority over any and all administrative expenses and claims, of any kind or nature whatsoever, including, without limitation, the administrative expenses of the kinds specified in or ordered pursuant to Bankruptcy Code sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503, 506, 507(a), 507(b), 546, 552, 726, 1113 and 1114, and any other provision of the Bankruptcy Code. The loan will have an interest of 12% per annum payable in cash on the DIP Termination Date. The Debtor previously entered into agreements that in substance leased the Quitman Plant to Solvay S.A., a Belgian chemical company. In September, 2016, the agreements with Solvay were terminated and Solvay vacated the Quitman Plant. In October 2016, immediately after Solvay vacated the Quitman Plant, the Debtor entered into a short term contract to provide a 4,000 ton burn sample of torrefied pellets through the end of 2016 to Portland General Electric. In February 2017, PGE conducted a significant test using the Debtor's torrefied pellets that received recognition by important large power companies. Notably, the test results caught the attention of a Japanese power company, which sent a delegation that visited the Quitman Plant two weeks ago together with a major Japanese trading company. From there the delegation went to Oregon to meet with PGE who confirmed the positive results from the utilization of the product from the Quitman Plant. The Quitman Plant has not operated since producing the burn sample for PGE. However, the Debtor has taken all steps necessary to protect and preserve the Quitman Plant, including the payment of utilities, insurance and for security guard services. The Debtor is currently in discussions to supply torrefied pellets to multiple coal fired power plants around the world, which would provide the Debtor a path to successfully reorganize. For now, the Debtor is in need of immediate funds to continue to pay the absolutely necessary expense of preserving the assets of this bankruptcy estate. The Debtor does not have sufficient funds to pay utilities, insurance premiums or for continued security services at the Quitman Plant without the DIP Bridge Loan. The Debtor needs those funds immediately. Any delay in funding would immediately result in unpaid payroll for the security services at the Quitman Plan and could result in the loss of utilities and insurance coverage for the assets of this bankruptcy estate. The Debtor cannot obtain unsecured financing, even if the financing is accorded administrative expense priority. The only presently available loan to the Debtor is conditioned upon a first priority security interest in the assets of the Debtor. The Post-Petition Lender has a distant relationship to the Debtor, but does not likely qualify as an insider of the Debtor under 11 U.S.C. Section 101(31). The DIP Lender may, however, qualify as an affiliate of the Debtor under 11 U.S.C. Section 101(2). In this regard, attached to this Declaration of Neal Smaler is a corporate structure of the Debtor and its relationship to the DIP Bridge Lender. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nvb17-51375-8.pdf About BTH Quitman Hickory BTH Quitman Hickory LLC, based in Quitman, Mississippi, is a privately held provider of torrefied wood pellets designed to offer pellets of varying energy content to meet the diverse needs of potential buyers. The company's wood pellets focuses on innovative and renewable energy source that can be produced on a commercial scale, enabling businesses to meet the needs of the present without compromising the ability of future generations to meet their own needs. BTH Quitman Hickory LLC operates as a subsidiary of New Biomass Holding LLC. BTH Quitman Hickory filed for Chapter 11 bankruptcy protection on (Bankr. D. Nev. Case No. 17-51375) on Dec. 10, 2017, listing $4.22 million in total assets and $59.46 million in total liabilities. The petition was signed by Neal Smaler, president of managing member BTH Quitman, LLC. Judge Bruce T. Beesley presides over the case. Kevin A. Darby, Esq., at Darby Law Practice serves as the Debtor's bankruptcy counsel. CAMBRIDGE REALTY: Hires Richel Commercial as Real Estate Broker --------------------------------------------------------------- Cambridge Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Richel Commercial Brokerage LLC, as real estate broker to the Debtor. Cambridge Realty requires Richel Commercial to market and sell the Debtor's real property located at 1985 Route 34, Wall, New Jersey. Richel Commercial will be paid a commission of 5% of the sales price. Steve Richel, partner of Richel Commercial Brokerage LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richel Commercial can be reached at: Steve Richel RICHEL COMMERCIAL BROKERAGE LLC 106 Apple Street, Suite 100A Tinton Falls, NJ 07724 Tel: (732) 720-0538 Fax: (732) 486-0208 About Cambridge Realty, LLC Cambridge Realty Associates, LLC, based in Sea Girt, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-26154) on August 9, 2017. The petition was signed by Loretta Dweck, its managing member. In its petition, the Debtor estimated $5.53 million in assets and $2.99 million in liabilities. Judge Christine M. Gravelle presides over the case. Joseph Casello, Esq., at Collins Vella & Casello, LLC, serves as bankruptcy counsel. CARL SAYERS: Sets Bidding Procedures for All Danbury Properties --------------------------------------------------------------- Carl R. Sayers, doing business as Danbury Top Soil Co., and Suzanne Sayers ask the U.S. Bankruptcy Court for the District of Connecticut to authorize bidding procedures in connection with the sale of substantially all properties in Danbury, Connecticut: (i) 7,9,13 Miry Brook Road aka Sugar Hollow Road; (ii) 25 Miry Brook Road (Carl Sayers owns a 75% interest, but has been advised by his son Carl Sayers II, that he will consent to the sale by the Debtors' provided Carl Sayers II receives 25% of the net proceeds); (iii) 38 Miry Brook Road; and (iv) 15 Miry Brook Road, at auction. A hearing on the Motion is set for Jan. 8, 2018 at 11:00 a.m. On May 9, 2017 the Court granted the retention of Keller Williams Realty ("KW"), in connection with the marketing of the property located at 7, 9 and 13 Miry Brook Road Property for sale with an exclusive listing at the rate of 5% of the gross sale price of the Property. On June 29, 2017, the Debtors filed a supplemental application to expand the retention of KW to include the marketing of additional properties located at 15 Miry Brook Property. During the course of the case, the Debtors and their most significant unsecured and secured creditors, engaged in a collaborative effort that contemplated a marketing period for the sale of the Property. If the Property was not sold after the marketing period, the parties agreed and it was represented to the Court that the Debtors would seek to conduct an auction sale of the Property. The Debtors filed a plan of reorganization that memorialized that process. During the course of that process, various objections were raised to the feasibility of the Plan. After further discussion and agreement with the major parties of the case and disclosure to the Court, the Debtors requested an alternative path through an auction process following the expiration of the marketing period. Consistent with that understanding, the Debtors filed an initial sale motion setting forth proposed bidding procedures on Nov. 9, 2017. On Nov. 14, 2017, they filed an application to retain Aaron Posnik & Co, Inc. as their auctioneer. A status conference was held on Nov. 15 wherein the bidding procedures were discussed and the Court provided initial feedback regarding the proposed sale process, where the Court wanted the auction to take place, and other matters associated with the process. The Debtors stated through counsel that the Debtors had been relying on the auctioneer for much of the procedures that they had outlined and had hoped to use him as their auctioneer, but did not know if the auctioneer would assist the Debtors if the Court definitively ruled that the auctioneer (Paul Scheer, the President of Posnik) would essentially act more like a broker to assist the sale process rather than as the auctioneer. As Mr. Scheer was unavailable to attend the status conference on Nov. 15, 2017 and, given the upcoming Thanksgiving holiday, the Court directed that an amended motion setting forth any new bid procedures be filed by Dec. 1, 2017 with a continued hearing/status conference to be held on Dec. 6, 2017. After the status conference on Dec. 6, 2017, however, the Debtors were informed that Mr. Scheer had decided that he was not going to assist the Debtors with the auction because his wife passed away from cancer on Dec. 10, 2017. While Although the Debtors do not believe that deadline to amend or file a new application to retain Posnik (or someone else given the circumstances) was also set for Dec. 15, 2017, the Debtors wanted the Court to be aware of their intentions and the current circumstances. Further, in the event there was a deadline for such an application, out of an abundance of caution and to the extent the Court believes this too should have been filed by Dec. 15, 2017, the Debtors are also asking to file a motion asking an extension of time to Dec. 31, 2016 in this regard. After marketing these properties without success and after substantial good faith negotiations and collaboration with the main creditors in the case, the Debtors have determined that it is in the best interests of their estate to pursue a sale of all or substantially all of their assets via an auction sale. Subject to the provisions in the Motion, the Court will conduct an auction of the Property within 50 days after the order is entered approving bid procedures with an auction sale of these properties serially in the order set forth free and clear of all liens and interests with closings to be conducted within 35 days after approval of the sale of any property. If the Debtors are unable to reach an agreement with to the secured creditors with liens on a particular property, and the highest bid at Auction for a particular Property is insufficient to satisfy the secured claims, costs of sale, the broker or auctioneer's commissions and expenses, and certain other administrative expenses, then the Debtors ask authority to not accept a proposed bid for subsequent Court approval. In addition, as the auction would be staggered so that each property is sold separately and in series in the order set forth, if the total proceeds achieved after each sale are sufficient to satisfy all allowed claims and administrative claim in the case, the Debtors would have the right to cancel all subsequent sales of any remaining properties. After the sales are concluded, the Court could then dismiss, convert the case if there are insufficient proceeds to fund a plan, or if there are funds available for distribution to creditors, dismiss with a payment to all creditors holding allowed claims following the appropriate priority scheme of the Bankruptcy Code or an amendment to the plan and disclosure statement and allow the Debtors to proceed to confirmation. Alternatively, and if the Court finds or prefers that the Debtors ask approval of an amended disclosure statement and confirmation consistent with the proposed sale, they will promptly prepare and file same. Given the additional administrative costs and the facts of the case and the active involvement of creditors throughout, the Debtors respectfully posit that that is not necessary, but they will abide by any order of the Court. The Properties are presently subject to these liens: a. 7,9,13 Miry Brook Road, also known as Sugar Hollow Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Department of Revenue Services Sales Tax Lien ($8,192 - blanket lien believed to be paid off per DRS but not released); iii. Mortgage to Ready Cap Lending ($2,110,443 as of 10/13/17 plus attorneys' fee and cost); iv. Tax Liens City of Danbury ($387,525 as of 12/31/17) b. 25 Miry Brook Road: i. Mortgage to Newtown Savings Bank ($253,184 as of 10/06/17) ii. Tax Liens City of Danbury ($2,071 as of 12/5/17) iii. Water Liens City of Danbury ($2,662 as of 12/5/17) c. 38 Miry Brook Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Mortgage to Deutsche Bank National Trust Co., As successor for Soundview Home Loan Trust 2005-OPT4, Asset – Backed Certificates, Series 2005 OPT 4 - serviced by Ocwen ($317,583 as of 12/31/17); iii. Tax Liens City of Danbury ($2,035 as of 12/5/17) d. 15 Miry Brook Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Department of Revenue Services Sales Tax Lien ($8,192 - blanket lien believed to be paid off per DRS but not released); iii. Tax Liens City of Danbury ($98,628 as of 12/5/17) The salient terms of the Bidding Procedures are: a. The auctioneer will conduct the auction and pre-qualify the bidders. b. The Potential Bidder acknowledges that the Properties are being sold "as is, where is" without any representations or warranties, and free and clear of liens, claims, encumbrances, and interests. c. Deposit: (i) 7, 9 and 13 Miry Brook - $100,000; (ii) 25 Miry Brook - $27,000; (iii) 38 Miry Brook - $30,000; and 15 Miry Brook - $20,000. d. Minimum Bids: (i) 7, 9 and 13 Miry Brook - $1,150,000; (ii) 25 Miry Brook - $270,000; (iii) 38 Miry Brook - $300,000; and (iv) 15 Miry Brook - $200,000. e. The Auction of the Properties will take place on a date to be scheduled by the Court, which the Debtors propose to occur on 50 days from the date the Court enters an order approving the bidding procedures for the sale. f. The Debtors also ask that bidding increments begin at $15,000 for 7, 9 and 13 Miry Brook, and $3,000 for other properties, subject to the Court or the Debtors requesting that the bidding increments be increased or decreased at varying times of the auction to spur or enhance competitive bidding. g. The Debtors have requested that the Sale Hearing take place following the conclusion of the auction of the Properties. The Debtors notes that the minimum bid for each property is not the strike price, i.e. the amount that each property will be sold for, but has been established to maximize competitive bidding. They've engaged in discussions with counsel for Redicap, the City of Danbury and Ocwen. With respect to 7, 9 and 13 Miry Brook, the Debtors will ask approval of the highest and best bid that at the end of the auction that is greater than the minimum bid with the proceeds to be paid as follows: 11% of gross proceeds under $2 million will be carved out for the benefit of the estate (i.e. conveyance taxes, allowed auctioneer/broker fees, closing costs, allowed attorneys' fees, US Trustee fees, etc.). For any amount received for this property above $2.1 million, the carve out for the estate would increase to 39.5% (to account for estimated fed and state taxes). If the property sells for enough to satisfy all secured claims on the property (after carveouts set forth herein) the remaining proceeds would be retained by the estate. After the carveouts, the proceeds would first be used to pay real estate taxes and then to secured creditors (up to the allowed amount of its claim) in full satisfaction of its claims. With respect to 15 Miry Brook, the Debtors will sell that property for the highest and best price realized from the auction sale that exceeds the Minimum Bid. With respect to 25 and 38 Miry Brook, they have a strike price that will permit the sale of each property after taking into account the balance of existing mortgage and liens and tax considerations. The Debtors only intend to seek approval of the highest and best bids of these properties if they are each sufficient to pay off in full the existing mortgage and liens on that property, estimated income taxes and provide sufficient funds to pay conveyance taxes, allowed auctioneer/broker fees, closing costs, allowed attorneys' fees related to the sale and auction and US Trustee fees. The Debtors also ask the right to adopt such other rules for the Bidding Process that will better promote the goals of the Bidding Process not inconsistent with the order of the Court. Because the relief requested is essential to prevent continued and irreparable harm to the Debtors and their estate, and is necessary to implement the Auction, the Debtors submit that cause exists for a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) to the extent applicable. About the Sayers Carl Sayers is an army veteran, having served from 1962 to 1965. He has since worked in a number of entrepreneurial roles and presently operates his Danbury Top Soil business, a sole proprietorship. Suzanne Sayers had been employed in a number of jobs and had been working for Danbury Top Soil but is now retired. Carl R. Sayers and Suzanne Sayers sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-50870) on June 29, 2015. Matthew K. Beatman, Esq., at Zeisler & Zeisler, P.C., serves as counsel to the Debtors. Keller Williams Realty is the Debtors' broker. CASTILLO I PARTNERSHIP: Case Summary & 5 Unsecured Creditors ------------------------------------------------------------ Debtor: Castillo I Partnership 6360 Van Nuys Blvd Ste 204 Van Nuys, CA 91401 Type of Business: Castillo I Partnership is a privately held partnership in Van Nuys, California. A sister company, M.N.E. Funding, Inc., also sought bankruptcy protection on Sept. 10, 2017 (Bankr. C.D. Cal. Case No. 17-12420). Chapter 11 Petition Date: December 18, 2017 Case No.: 17-13341 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Martin R. Barash Debtor's Counsel: Mark E Goodfriend, Esq. LAW OFFICES OF MARK E GOODFRIEND 16055 Ventrua Blvd Encino, CA 91436 Tel: 818-783-8866 Fax: 818-783-5445 E-mail: markgoodfriend@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ahron Zilberstein, general partner. A full-text copy of the petition, along with a list of five unsecured creditors, is available for free at http://bankrupt.com/misc/cacb17-13341.pdf CATHAY BANK: Fitch Raises LT IDR From BB+; Outlook Stable --------------------------------------------------------- Fitch Ratings has upgraded Cathay Bank's long-term Issuer Default Rating (IDR) to 'BBB-' from 'BB+' and Viability Rating (VRs) to 'bbb-' from 'bb+'. Fitch has also upgraded the companies' short-term IDRs (IDRs) to 'F3' from 'B'. The Rating Outlook has been revised to Stable from Positive. At the same time, Fitch has affirmed Cathay General Bancorp's (CATY) IDR at 'BB+' and VR at 'bb+'. The Rating Outlook has been revised to Stable from Positive. The rating action follows a periodic review of the midtier regional banking group, which includes BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the large regional bank sector in general, refer to the special report titled 'Midtier Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS IDRs and VRs The action reflects CATY's consistently high levels of profitability, improved asset quality and strong capital levels such that, in Fitch's view, its risk profile is in line with investment grade peers. Profitability remains a rating strength for CATY. The company reported an annualized return on average assets of 1.39% over the first nine months of 2017, making it one of the best performing banks in Fitch's midtier regional bank peer group. CATY is one of the most efficient banks in the U.S. and reported an efficiency ratio of 43.7% for the first nine month of this year. Earnings were also supported by a significant improvement in the net interest margin over the year as well as strong asset quality that resulted in continued provision releases. Still, CATY's loan-loss-allowance as a percentage of total loans was in line with the mid-tier peer group median as of 3Q17. The rating upgrade is also supported by CATY's success in working out of legacy problem loans at reasonable loss levels. Fitch calculates CATY's NPA ratio (inclusive of accruing TDRs) at 1.19% as of 3Q17 which is lower than the Fitch mid-tier peer group median. Absolute dollar NPA's declined by $2.2 million year-over-year at 3Q17. CATY's average annualized NCO rate of 0.68% over the last 40-quarters compared favorably relative to most equally rated midtier peers. Fitch attributes this performance to CATY's strong loan underwriting practices. CATY grew loans organically by roughly 8% year-over-year as of 3Q17. Fitch views this level of growth as manageable relative to the company's level of internal capital generation. However, Fitch notes that growth at CATY and other midtier banks have exceeded large regional peers. Fitch has a cautious view towards loan growth at this point in the credit cycle, especially as rates are expected to continue a normalizing trend while collateral valuations and competitive conditions in CRE and construction lending remains elevated. CATY's strong levels of internal capital generation relative to growth combined with a conservative dividend pay-out ratio of 30%-40% resulted in a capital build over the last year. Accordingly, CATY's CET 1 ratio peaked at 13.26% in 2Q17. The company's CET 1 ratio decreased by 42bps year-over-year as of 3Q17 despite the closing of CATY's acquisition of SinoPac Bancorp (SinoPac) on July 14, which resulted in a 104bps decline in capital relative to the linked quarter. Capital management has remained in line with Fitch's expectations and further supports rating action. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Cathay Bank are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY CATY's VR and IDR is notched once level below Cathay Bank reflecting Fitch view of more aggressive holding company liquidity management relative to peers. Fitch notes that it is likely that CATY will be reliant on dividend capacity and distributions from Cathay Bank to cover the next 12 months-worth of shareholder dividends and other cash outflows. Fitch is of the view that this approach to liquidity management is not commensurate with an investment grade rating. SUPPORT RATING AND SUPPORT RATING FLOOR CATY has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VRs Following rating action and revision of the Rating Outlook to Stable, potential for further ratings upside is limited. Over the longer term, should CATY's credit loss experience continue to outperform equally rated peers all the while capital and earnings are maintained above the peer median, positive rating action could develop. Conversely, should CATY experience credit deterioration at a rate faster than peers such that its earnings and capital metrics converge with of fall below equally rated midtier peers, negative ratings action will likely be taken. CATY completed its merger with SinoPac on July 14, 2017 and the merger of Cathay Bank and Far East National Bank (FENB) closed on Oct. 27, 2017. The rating action incorporates Fitch's expectation that CATY will successfully and smoothly integrate Sinopac and FENB into its operations. Evidence to the contrary could place negative pressure on the ratings. Incorporated in CATY's ratings is Fitch's expectation that the company will maintain high levels of capital relative to peers to compensate for high levels growth and product concentration in its loan book. The investor commercial real estate portfolio stood at 305% of Cathay Bank's risk-based capital as of 3Q17 (regulatory definition). Accordingly, should CATY manage capital more aggressively such that it such that its CET 1 ratio falls below the median for the Fitch midtier peer group, negative ratings pressure could develop. Finally, subject to the successful integration of FENB, the rating also factors in the possibility of further merger and acquisition (M&A) activity by CATY. Such consolidation activity will not be viewed negatively should it result in diversification of CATY's loan portfolio, strengthening of the franchise and remain within CATY's area of expertise. That said, Fitch baseline assumption is that the M&A will also not result in either a material execution and integrations risks or an outsized decline in capital ratios. Fitch also assumes that future M&A will not place material strain on the liquidity position of CATY or the bank. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to Cathay Bank's long- and short-term IDR. HOLDING COMPANY Over time, should CATY significantly improve the holding company finances and liquidity such that cash flow coverage and liquidity management practices align with Fitch expectations for investment grade peers, positive ratings momentum could develop for CATY. SUPPORT RATING AND SUPPORT RATING FLOOR Since CATY's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has upgraded the following ratings: Cathay Bank -- Long-term IDR to 'BBB-' from 'BB+'; Outlook revised to Stable from Positive; -- Short-term IDR to 'F3' from 'B'; -- Viability Rating to 'bbb-' from 'bb+'; -- Long-term deposits to 'BBB' from 'BBB-'. Fitch has affirmed the following ratings: Cathay General Bancorp -- Long-term at 'BB+'; Outlook revised to Stable from Positive; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Support '5'; -- Support Floor 'NF'. Cathay Bank -- Support '5'; -- Support Floor 'NF'. -- Short-term deposits at 'F3'. CENTRAL LAUNDRY: Court Approves Affiliate's Disclosure Statement ---------------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania has approved the Disclosure Statement of Bellmawr Laundry LLC d/b/a Liberty Laundry dated October 31, 2017. January 8, 2018 was set as the deadline for voting. The Debtor shall file a Report of Plan Voting on or before January 11, 2018. The last day for filing of written objections to the confirmation of the Plan is January 15, 2018. The hearing on confirmation of the Debtor's Plan shall be held on January 17, 2018 at 11:00 a.m. A full-text copy of Judge Frank's order dated December 6, 2017 is available at: http://bankrupt.com/misc/paeb17-13189-33.pdf About Central Laundry Inc. Central Laundry, Inc., which does business under the name Olympic Linen, operates a commercial laundry and linen service for the restaurant and hospitality industry. Its headquarters is located at 615 Industrial Park Drive, Lansdowne, Pennsylvania. Central Laundry previously filed for Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets and liabilities of less than $50,000. Paul J. Winterhalter, Esq., at the Law Offices Of Paul J. Winterhalter, P.C., served as the Debtor's bankruptcy counsel in the 2016 case. Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr Laundry LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3, 2017. The petitions were signed by George Rengepes, president and member. At the time of the filing, each of the Debtors estimated their assets and debts at $1 million to $10 million. The cases are assigned to Judge Eric L. Frank. The Debtors tapped Maschmeyer Karalis P.C. as legal counsel, and Asterion Inc. as financial advisor. On October. 31, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CHARMING CHARLIE: Wants Financing From Bank of America & Wilmington ------------------------------------------------------------------- Charming Charlie LLC and its affiliates ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition financing from Bank of America, N.A., as administrative agent and collateral agent, and from Wilmington Trust, National Association, as administrative agent. The Debtors are requesting access to two postpetition financing facilities provided by both tranches of the Debtors' prepetition funded debt and authorization for the consensual use of cash collateral. The Debtors seek approval of a $35 million senior secured asset-based loan provided by the Prepetition ABL Lenders and a $60 million senior secured, delayed-draw term loan provided by the Prepetition Term Loan Lenders, which will provide the Debtors with $20 million of new-money financing (and an immediate $10 million upon entry of the interim court order). Together, these two groups of stakeholders currently hold 100% of the Debtors' Prepetition ABL Loans and over 80% of the Debtors' $132 million face amount of term loan debt, thus avoiding a potentially value-destructive priming fight. If approved, the Debtors will use the proceeds of the DIP Facilities to, among other things: (a) fund the Debtors' general and corporate operating needs during the contemplated time period of these Chapter 11 cases, including turning back on the flow of inventory to the Debtors' shelves and implementing the Debtors' strategic business plan; (b) upon entry of the interim court order, repay the Debtors' outstanding ABL facility in full; and (c) upon entry of the final court order, satisfy $40 million of the Debtors’ outstanding term loan facility in full. Obtaining an immediate injection of cash is critical to the Debtors remaining a go-forward enterprise. Without access to the liquidity provided by the DIP Facilities and access to their Cash Collateral, the Debtors will continue to suffocate from a lack of inventory and operations will come to a standstill. By contrast, the immediate liquidity made available by the DIP Facilities on an interim basis will, when combined with the anticipated cost savings from store closures and revenues from store closing sales related to the Debtors' store fleet optimization, put the Debtors on the first steps to a turnaround. Just as the Debtors' "Back-to-Basics" strategy is intended to give the customer what she wants better and more efficiently, the DIP Facilities -- and the restructuring support agreement with which they work hand-in-glove -- provide the Debtors with the breathing room they need to improve their operations and streamline their balance sheet. For these reasons, and for the reasons set forth below, in the Erickson Declaration and the First Day Declaration, the Debtors firmly believe that incurrence of the DIP Facilities will maximize value for the Debtors' stakeholders and is in the exercise of the Debtors' sound business judgment. Accordingly, the Debtors respectfully request that the Court approve the entry of the Interim Order and the Final Order. The Debtors seek court order: a. authorizing the Debtors to obtain senior secured postpetition financing on a superpriority basis in the aggregate principal amount of up to $35 million, which will include a $15,000,000 sublimit for the issuance of letters of credit, pursuant to the terms and conditions of that certain Senior Secured, Super-Priority Debtor-In- Possession Credit Agreement, by and among the Borrowers, the Guarantors, and Bank of America, N.A., as administrative agent and collateral agent for and on behalf of itself and the other lenders party thereto; b. authorizing the Debtors to execute and deliver the DIP ABL Agreement and any other agreements, instruments, pledge agreements, guarantees, control agreements and other Loan Documents and documents related thereto and to perform such other acts as may be necessary or desirable in connection with the DIP ABL Documents; c. granting the DIP ABL Facility and all obligations owing thereunder and under, or secured by, the DIP ABL Documents to the DIP ABL Agent and the DIP ABL Lenders allowed superpriority administrative expense claim status in each of the cases and any successor cases; d. authorizing the Debtors to obtain senior secured postpetition financing on a superpriority basis in the aggregate principal amount of $60 million, consisting of (a) a $20 million in aggregate principal amount of new money multiple draw term loan facility, which will be made available to the Debtors on the terms and subject to the conditions set forth in the DIP Term Loan Agreement, and (b) subject to entry of the Final Order, $40 million in aggregate principal amount of term loans resulting from the "roll-up" of amounts outstanding under the Prepetition Term Loan Agreement, pursuant to the terms and conditions of that certain Senior Secured Super-Priority Debtor-in-Possession Term Loan and Guarantee Agreement, by and among the Company, as borrower, CC USA and the Guarantors as guarantors, and Wilmington Trust, N.A., as administrative agent and collateral agent for and on behalf of itself and the other lenders party thereto; e. authorizing the Debtors to execute and deliver the DIP Term Loan Agreement and any other agreements, instruments, pledge agreements, guarantees, control agreements, and other Loan Documents and documents related thereto, and to perform other acts as may be necessary or desirable in connection with the DIP Term Loan Documents; f. granting the DIP Term Loan Facility and all obligations owing thereunder and under, or secured by, the DIP Term Loan Documents to the DIP Term Loan Agent and DIP Term Loan Lenders allowed superpriority administrative expense claim status in each of the Cases and any Successor Cases; g. granting to each of (a) the DIP ABL Agent, for the benefit of itself and the DIP ABL Lenders and each other Secured Party under the applicable DIP Documents and (b) the DIP Term Loan Agent, for the benefit of itself and the DIP Term Loan Lenders and each other Secured Party under the applicable DIP Documents, automatically perfected security interests in and liens on all of the DIP Collateral; h. authorizing the Debtors to pay the principal, interest, fees, expenses and other amounts payable under the DIP Documents as such become earned, due and payable, including, letter of credit fees, continuing commitment fees, closing fees, audit fees, appraisal fees, valuation fees, liquidator fees, structuring fees, administrative agent's fees, the reasonable fees and disbursements of the DIP Agents' attorneys, advisors, accountants and other consultants, all to the extent provided in, and in accordance with, the DIP Documents; i. authorizing the Debtors to use the Prepetition Collateral, including the Cash Collateral of the Prepetition ABL Parties under the Prepetition ABL Documents and the Prepetition Term Loan Parties under the Prepetition Term Loan Documents, and providing adequate protection to the Prepetition ABL Parties and Prepetition Term Loan Parties for any diminution in value of their respective interests in the Prepetition Collateral, including the Cash Collateral, resulting from the imposition of the automatic stay, the Debtors' use, sale, or lease of the Prepetition Collateral, including Cash Collateral, the priming of their respective interests in the Prepetition Collateral of their respective interests in the Prepetition Collateral, including the Cash Collateral. DIP ABL Credit Facility Maturity date for the loan is June 8, 2018. The Obligations will bear interest as follows: (a) if a Prime Rate Loan, at a rate per annum equal to the Prime Rate plus the Applicable Margin and (b) if a LIBOR Loan, at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin. Applicable Margin means (a) in the case of LIBOR Loans, 3.50% per annum and (b) in the case of Prime Rate Loans, 2.50% per annum. During any Event of Default, the Administrative Agent may (and will at the direction of Required Lenders) elect to apply Default Rate interest. The proceeds of Loans will be used by the Borrowers solely on or after the Closing Date to fund the Chapter 11 cases in accordance with the approved budget and for the financing of the Lead Borrower's and its Subsidiaries' ordinary working capital, letters of credit and other general corporate needs including certain fees and expenses of professionals retained by the Loan Parties, subject to the Carve-Out, and for certain other Pre-Petition and pre-filing expenses that are approved by the Court and permitted by the Approved Budget and to pay the Pre-Petition Obligations, including as provided in Section 2.01(d). Subject to and subordinate to the Carve Out as set forth in the Interim Order, pursuant to Sections 361, 363(e), and 364(d) of the Bankruptcy Code, as adequate protection of the interests of the Prepetition ABL Parties in the Prepetition Collateral against any Diminution in Value of interests in the Prepetition Collateral, the Debtors hereby grant to the Prepetition ABL Agent, for the benefit of itself and the Prepetition ABL Parties, continuing, valid, binding, enforceable, and perfected postpetition security interests in and liens on all DIP Collateral. The Prepetition ABL Agent, on behalf of itself and the Prepetition ABL Parties, is granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in each of the Cases and any Successor Cases. As further adequate protection, the Debtors are authorized and directed to provide adequate protection to the Prepetition ABL Parties in the form of payment in cash (and as to fees and expenses, without the need for the filing of a formal fee application) of (i) solely to the extent that any Prepetition ABL Obligations remain outstanding after entry of the Interim Order, interest [(at the default rate)] and principal due under the Prepetition ABL Documents, (ii) immediately upon entry of the Interim Order, payment of the reasonable and documented fees, out-of-pocket expenses, and disbursements (including the reasonable and documented fees, out-of-pocket expenses, and disbursements of counsel, financial advisors, auditors, third-party consultants, and other vendors) incurred by the Prepetition ABL Agent arising prior to the Petition Date, and (iii) the reasonable and documented fees, out-of-pocket expenses, and disbursements (including the reasonable and documented fees, out-of-pocket expenses, and disbursements of counsel, financial advisors, auditors, third-party consultants, and other vendors) incurred by the Prepetition ABL Agent arising subsequent to the Petition Date; provided, however, that during the continuance of an Event of Default, any payments to the Prepetition ABL Agent will be made solely from DIP ABL Priority Collateral. Upon the commencement of a challenge, the Debtors are further authorized to pay to the Prepetition ABL Agent, for the benefit of the Prepetition ABL Parties, $500,000 into a non-interest bearing account maintained at [Bank of America, N.A.] to secure contingent indemnification, reimbursement or similar continuing obligations arising under or related to the Prepetition ABL Documents. The Prepetition ABL Indemnity Reserve shall secure all costs, expenses, and other amounts (including reasonable and documented attorneys' fees) incurred by the Prepetition ABL Agent and the Prepetition ABL Lenders in connection with or responding to any Challenge against the Prepetition ABL Agent or Prepetition ABL Lenders related to the Prepetition ABL Documents, the Prepetition ABL Obligations, or the Prepetition ABL Liens granted to the Prepetition ABL Agent, as applicable, whether in these cases or independently in another forum, court, or venue. The Prepetition ABL Indemnity Obligations will be secured by a first lien on the Prepetition ABL Indemnity Reserve and the funds therein and by a lien on the Prepetition Collateral (subject in all respects to the Intercreditor Agreement). The outstanding Obligations will be subject to prepayment as follows: -- if at any time the sum of (i) the amount of Total Outstandings and (ii) the aggregate amount of Pre-Petition Credit Extensions causes Excess Availability to be less than zero, the Borrowers will, immediately (1) prepay, first, the Pre-Petition Loans (in the order and manner provided in the Pre-Petition Credit Agreement) and, second, the Loans in an amount necessary to eliminate such deficiency; and (2) if, after giving effect to the prepayment in full of all Pre-Petition Loans and outstanding Loans such deficiency has not been eliminated, Cash Collateralize Letter of Credit Outstandings in an amount necessary to eliminate such deficiency; -- the Loans will be repaid daily in accordance with (and to the extent required under) the provisions of Section 2.16. During the period between the Closing Date and payment in full of all Pre-Petition Obligations (including all accrued and unpaid interest thereon and fees, but excluding all contingent indemnification obligations and other contingent obligations relating to Pre-Petition Obligations), Cash Receipts and other amounts may be applied to the Pre-Petition Obligations in accordance with the foregoing sentence and in a manner satisfactory to the Administrative Agent; -- the Borrowers will repay the Obligations as required pursuant to Section 2.13(b). Optional Prepayment of Revolving Credit Loans The Borrowers will have the right at any time and from time to time to prepay without premium or penalty (but subject to payment of Breakage Costs as provided herein) (without a reduction in the Total Commitments) outstanding Loans in whole or in part, (x) with respect to LIBOR Loans, upon at least three (3) Business Days' prior written, telex or facsimile notice to the Administrative Agent, prior to 11:00 a.m., and (y) with respect to Prime Rate Loans, on the same Business Day as such notice is furnished to the Administrative Agent, prior to 11:00 a.m., provided that, in the case of either (x) or (y), any prepayments will be applied, first, to the Pre-Petition Loans (in the order and manner provided in the Pre-Petition Credit Agreement) and then to the Loans, subject in each case to the following limitations: -- subject to Section 2.15, all prepayments will be paid to the Administrative Agent for application to the prepayment of outstanding Revolving Credit Loans ratably in accordance with each Lender’s Commitment Percentage; -- subject to the foregoing, outstanding Prime Rate Loans of the Borrowers will be prepaid before outstanding LIBOR Loans of the Borrowers are prepaid (except as otherwise directed by the Borrowers). Each partial prepayment of LIBOR Loans will be in an integral multiple of $100,000 (but in no event less than $2 million). No prepayment of LIBOR Loans will be permitted pursuant to this Section 2.14 prior to the last day of an Interest Period applicable thereto, unless the Borrowers reimburse the Lenders for all Breakage Costs associated therewith. No partial prepayment of a Borrowing of LIBOR Loans will result in the aggregate principal amount of the LIBOR Loans remaining outstanding pursuant to borrowing being less than $2 million (unless all outstanding LIBOR Loans are being prepaid in full). Each notice of prepayment will specify (1) the prepayment date, (2) the principal amount and Type of the Loans to be prepaid, and (3) in the case of LIBOR Loans, the borrowing or borrowings pursuant to which such Loans were made. Each notice of prepayment will be revocable, provided that the Borrowers will reimburse the Lenders for all Breakage Costs associated with the revocation of any notice of prepayment. The Administrative Agent will, promptly after receiving notice from the Lead Borrower hereunder, notify each applicable Lender of the principal amount and Type of the Loans held by such Lender which are to be prepaid, the prepayment date, and the manner of application of the prepayment. Repayment of Indebtedness Without limiting any other provision hereof, except pursuant to the Approved Budget, without express prior written consent of the Administrative Agent and pursuant to an order of the Court (including any Order) after notice and a hearing, no Loan Party will make any payment or transfer with respect to any Lien or Indebtedness incurred or arising prior to the Petition Date that is subject to the automatic stay provisions of the Bankruptcy Code whether by way of adequate protection under the Bankruptcy Code or otherwise. In consideration of the Administrative Agent's and the ABL Term Loan Agent's services under the DIP credit facilities, the Borrowers will pay aggregate fees on the Closing Date described in separate fee letters, in an aggregate amount of $690,000. The Borrowers will pay to the Administrative Agent and the Arranger, for their respective accounts, fees as set forth in the DIP ABL Agreement. The Borrowers will pay the Administrative Agent, for the account of the Lenders, an aggregate fee equal to the 0.375% per annum of undrawn Commitments. The Borrowers will pay the Administrative Agent, for the account of the Lenders who are then participating in the Letters of Credit, a fee equal to the following per annum percentages of the average face amount of the following categories of Letters of Credit outstanding during the monthly period then ended: (i) with respect to Standby Letters of Credit, at a rate per annum equal to the then Applicable Margin for LIBOR Loans; and (ii) with respect to Commercial Letters of Credit, at a rate per annum equal to 50% of the then Applicable Margin for LIBOR Loans. The Borrowers will pay to the Issuing Bank, in addition to all Letter of Credit Fees, (i) the reasonable and customary the reasonable and customary fees and charges of the Issuing Bank in connection with the negotiation, settlement and amendment of each Letter of Credit issued by the Issuing Bank, and (ii) a fronting fee equal to one-eighth of one percent (0.125%) on the amount of all Letters of Credit. DIP Term Loan Facility The DIP Term Loan Facility will mature on the earlier of June 8, 2018, (ii) the earlier of (x) 35 days after the Interim Order Entry Date if the Final Order Entry Date has not occurred by such date and (y) the first business day on which the Interim Order expires by its terms or is terminated, unless the Final Order has been entered into and become effective prior thereto, (iii) the effective date of an Acceptable Reorganization Plan, (v) the Final Order Entry Date, if the Final Order does not approve the Roll-Up DIP Loans (as defined herein), (vi) the date on which the Obligations become due and payable pursuant to this Agreement, whether by acceleration or otherwise, (vii) the date of consummation of a sale of all or substantially all of the Debtors' assets under Section 363 of the Bankruptcy Code, (e) the date of conversion of any of the Cases to a case under Chapter 7 of the Bankruptcy Code unless otherwise consented to in writing by the Required Lenders, and (viii) dismissal of any of the Cases, unless otherwise consented to in writing by the Required Lenders. Initial Term Loan Commitment is $10 million. The aggregate amount of Delayed Draw Term Commitments of $10 million. Upon entry of the Final Order, $40 million of Prepetition Term Obligations will be rolled-up and constitute Obligations under the DIP Term Loan Agreement. The Obligations consisting of New Money DIP Loans and Roll-Up DIP Loans shall bear interest: (i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin and (ii) if a LIBOR Loan, at the LIBOR Rate for the Interest Period applicable thereto plus the Applicable Margin. Applicable Margin means (x) in the case of New Money DIP Loans maintained as (i) New Money DIP Loans maintained as Base Rate Loans, 3.50% and (ii) LIBOR Loans, 4.50% and (y) in the case of Roll-Up DIP Loans maintained as (i) Base Rate Loans, 1.00% and (ii) LIBOR Loans, 1.00%. Upon the occurrence and during the continuance of an Event of Default, upon request of the Required Lenders (but from the date of incurrence), all principal and, to the extent permitted by law, overdue interest in respect of each Term Loan and other overdue amounts shall, in each case, bear interest at a rate per annum equal to the rate which is 2% in excess of the all-interest rate applicable to Term Loans that are maintained as Base Rate Loans. . All proceeds of the Term Loans will be used for working capital and general corporate purposes of the Loan Parties and their Subsidiaries and to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby and other administrative costs incurred in connection with the Cases, all in a manner consistent with the Approved Budget. No part of any Term Loan (or the proceeds thereof) will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. As adequate protection of the interests of the Prepetition Term Loan Parties in the Prepetition Collateral against any Diminution in value of interests in the Prepetition Collateral, the Debtors hereby grant to the Prepetition Term Loan Agent, for the benefit of itself and the Prepetition Term Loan Parties, continuing, valid, binding, enforceable, and perfected postpetition security interests in and liens on all DIP Collateral. As further adequate protection of the interests of the Prepetition Term Loan Parties in the Prepetition Collateral against any Diminution in Value of interests in the Prepetition Collateral, the Prepetition Term Loan Agent, on behalf of itself and the Prepetition Term Loan Parties, is granted as and to the extent provided by section 507(b) of the Bankruptcy Code an allowed superpriority administrative expense claim in each of the cases and any Successor Cases. As further adequate protection, the Debtors are authorized and directed to provide adequate protection to the Prepetition Term Loan Parties in the form of payment in cash, without the need for the filing of formal fee applications: (i) immediately upon entry of the Interim Order, the reasonable and documented fees, out-of-pocket expenses, and disbursements incurred by (a) the Prepetition Term Loan Agent, including the reasonable and documented fees, out-of-pocket expenses, and disbursements incurred by (I) Covington & Burling LLP, as counsel to the Prepetition Term Loan Agent, and (II) Pepper Hamilton LLP, as co-counsel to the Prepetition Term Loan Agent, and (b) the Consenting Term Loan Committee, including the reasonable and documented fees, out-of-pocket expenses, and disbursements incurred by (I) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Consenting Term Loan Committee, (II) Young Conaway Stargatt & Taylor, LLP, as co-counsel to the Consenting Term Loan Committee, and (III) FTI Consulting, as financial advisor to the Consenting Term Loan Committee arising prior to the Petition Date; and (ii) the reasonable and documented fees, out-of-pocket expenses, and disbursements (including the reasonable and documented fees, out-of-pocket expenses, and disbursements of counsel, financial advisors, auditors, third-party consultants, and other vendors) incurred by (a) the Prepetition Term Loan Agent, including the reasonable and documented fees, out-of-pocket expenses, and disbursements incurred by (I) Covington & Burling LLP, as counsel to the Prepetition Term Loan Agent, and (II) Pepper Hamilton LLP, as co-counsel to the Prepetition Term Loan Agent, and (b) the Consenting Term Loan Committee, including the reasonable and documented fees, out-of-pocket expenses, and disbursements incurred by (I) Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Consenting Term Loan Committee, (II) Young Conaway Stargatt & Taylor, LLP, as co-counsel to the Consenting Term Loan Committee, and (III) FTI Consulting, as financial advisor to the Consenting Term Loan Committee, arising subsequent to the Petition Date; provided, however, that during the continuance of an Event of Default, any payments to the Prepetition Term Loan Parties will be made solely from the DIP Term Priority Collateral. Upon the commencement of a Challenge, the Debtors are further authorized and directed to pay to the Prepetition Term Loan Agent, for the benefit of the Prepetition Term Loan Parties, $500,000 into a non-interest bearing account maintained at an account to be designated by the Prepetition Term Loan Agent to secure contingent indemnification, reimbursement or similar continuing obligations arising under or related to the Prepetition Term Loan Documents. The Prepetition Term Loan Indemnity Reserve will secure all costs, expenses, and other amounts incurred by the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders in connection with or responding to any challenge against the Prepetition Term Loan Agent or Prepetition Term Loan Lenders related to the Prepetition Term Loan Documents, the Prepetition Term Loan Obligations, or the Prepetition Term Loan Liens granted to the Prepetition Term Loan Agent, as applicable, whether in these Cases or independently in another forum, court, or venue, The Prepetition Term Indemnity Obligations shall be secured by a first lien on the Prepetition Term Loan Indemnity Reserve and the funds therein and by a lien on the Prepetition Collateral. The Prepetition Term Loan Agent and Prepetition Term Loan Lenders may apply amounts in the Prepetition Term Loan Indemnity Reserve against the Prepetition Term Indemnity Obligations as and when they arise, without further notice to or consent from the Debtors, a Committee (if appointed), or any other parties in interest and without further order of the Court. The Prepetition Term Loan Agent will retain and maintain the Prepetition Term Loan Liens granted to the Prepetition Term Loan Agent as security for the amount of any Prepetition Term Indemnity Obligations not capable of being satisfied from application of the funds on deposit in the Prepetition Term Loan Indemnity Reserve; provided, that (i) any such indemnification claims will be subject to the terms of the Prepetition Term Loan Documents (including with respect to application of proceeds), (ii) the rights of parties in interest with requisite standing to object to any indemnification claim(s) are hereby reserved in accordance with paragraph 43 of the Interim Order, and (iii) the Court will reserve jurisdiction to hear and determine any such disputed indemnification claim(s). The Prepetition Term Loan Indemnity Reserve will be subject to the DIP Liens and the Adequate Protection Liens, subject to the priority set forth herein. The Prepetition Term Loan Indemnity Reserve will be released and the funds applied in accordance with paragraph 24 of the Interim Order upon the indefeasible payment in full in cash of the Prepetition Term Loan Obligations and the receipt by the Prepetition Term Loan Agent and the Prepetition Term Loan Lenders of releases from the Debtors and their estates (including any applicable liquidator), with respect to any claims arising out of or related to the Prepetition Term Loan Agreement and the Prepetition Term Loan Documents, acceptable to the Prepetition Term Loan Agent and each other Prepetition Term Loan Lender in their sole discretion. A copy of the Debtor's request is available at: http://bankrupt.com/misc/deb17-12906-21.pdf About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. The Company currently operates more than 375 stores in the United States and Canada. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor, and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CHEROKEE PHARMACY: Trustee Taps Pharmacy Consulting as Agent ------------------------------------------------------------ Douglas R. Johnson, the Chapter 11 Trustee of Cherokee Pharmacy & Medical Supply, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Pharmacy Consulting Associates as consulting agent to the Trustee. The Chapter 11 Trustee requires Pharmacy Consulting to procure a buyer of the Debtors' assets and represent the interests of the Trustee through closing, together with consulting services in the day to day management of the Debtors. Pharmacy Consulting will be paid at $200 per hour. Sales efforts will be compensated at 6% of the sales price of the assets sold, inclusive of the inventory, subject to court approval. Marc H. Wank, managing partner of Pharmacy Consulting Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Pharmacy Consulting can be reached at: Marc H. Wank PHARMACY CONSULTING ASSOCIATES 7051 Highway 70 S., Suite 310 Nashville, TN 37221 Tel: (484) 883-8804 About Cherokee Pharmacy & Medical Supply, Inc. Based in Dalton, Georgia, Cherokee Pharmacy & Medical Supply, Inc. and its affiliates filed Chapter 11 petitions (Bankr. E.D. Tenn. Lead Case No. 17-11920) on April 28, 2017. The petitions were signed by D. Terry Forshee, president. In its petition, Cherokee Pharmacy estimated assets of less than $50,000 and liabilities of $1,000,001 to $10,000,000. Judge Nicholas W. Whittenburg presides over the cases. David J. Fulton, Esq., at Scarborough & Fulton serves as bankruptcy counsel. The Debtor hired Harting, Bishop & Arrendale, PLLC as its accountant. Douglas Johnson has been appointed Chapter 11 trustee. CHICAGO CENTRAL: Seeks to Hire CBRE as Appraiser ------------------------------------------------ Chicago Central, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ CBRE, Inc., as appraiser to the Debtors. Chicago Central requires CBRE to: -- appraise the value of the capital lease of the Debtors' commercial real estate located at 2040 East Independence Avenue, Springfield, Missouri; and -- prepare a report documenting the appraised value of the property. CBRE will be paid a $4,500 flat fee. Christopher Williams, director of CBRE, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. CBRE can be reached at: Christopher Williams CBRE, INC. 3401 NW 63rd St., Suite 400 Oklahoma City, OK 73116 Tel: (405) 272-5300 E-mail: Christopher.williams@cbre.com About Chicago Central, LLC Chicago Central, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Okla. Case No. 17-13704) on Sept. 15, 2017. The petition was signed by William C. Liedtke, III, its manager. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Sarah A. Hall presides over the case. Crowe & Dunlevy is the Debtor's counsel. D.R. Payne & Associates, Inc., is the Debtor's financial advisors and financial accountants. CHOICE HOTELS: S&P Affirms 'BB+' CCR on WoodSpring Acquisition -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit rating on Rockville, Md.-based Choice Hotels International Inc., following the company's announcement that it has entered into an agreement to purchase the brands, franchise agreements, and marketing and franchise development business of extended-stay lodging company WoodSpring Hotels for $231 million. The company intends to fund the purchase using borrowings under its existing revolving credit facility. The outlook is stable. S&P said, "The 'BB+' corporate credit rating affirmation reflects our expectation that Choice will sustain our measure of lease-adjusted debt to EBITDA in the low-3x area and funds from operations (FFO) to debt in the high-teens percentage area through 2019. We are affirming the corporate credit rating despite the additional debt from the proposed acquisition because the existing rating and base-case forecast already incorporated our expectation for Choice to make periodic leveraging transactions or returns to shareholders that could increase leverage up to 4x, in line with the high end of its policy range. Our debt to EBITDA upgrade threshold for Choice is 4x, and this level of leverage might otherwise be associated with a higher rating; however, our forecast for FFO to debt continues to be hurt by the significant borrowings Choice completed to pay its special dividend in 2012. "We are unlikely to consider higher ratings until we are confident that Choice is willing to sustain our measure of debt to EBITDA below 4x and FFO to debt above 20%. Our current FFO to debt forecast is in the high-teens percentage area even though debt to EBITDA is at the low end of Choice's policy range of 3x-4x; therefore, we believe it is unlikely that Choice will sustain our measure of FFO to debt above 20%. "The stable outlook reflects sufficient leverage capacity at Choice to accommodate the leveraging impact of the proposed acquisition. Our rating on Choice already incorporates an expectation that Choice will make acquisitions or shareholder returns that keep leverage in line with its policy of 3x-4x gross debt to EBITDA, which translates into our core leverage measure of FFO to debt below 20%. "Rating downside is limited at this time because we expect modest growth in Choice's RevPAR over the next two years and the company has significant debt capacity for its current rating. However, we could lower the rating if Choice pursues additional debt-financed acquisitions or more significant returns to shareholders, such that total adjusted debt to EBITDA is sustained above 5x and FFO to total debt is sustained below 12%. "We could raise our rating if we believe Choice will sustain debt to EBITDA below 4x and FFO to debt above 20%. However, Choice's current financial policy, allowing debt to EBITDA to increase up to 4x, currently constrains the rating." CIT GROUP: S&P Affirms 'BB+/B' Corp. Credit Ratings, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+/B' long- and short-term issuer credit ratings on CIT Group Inc. and its 'BBB-' long-term issuer credit rating on CIT Bank N.A. The outlook on the long-term ratings remains stable. At the same time, S&P affirmed its 'BB+' senior unsecured debt ratings and 'B+' preferred stock rating. CIT is executing its transition to a national bank for lending and leasing to the middle market and small businesses. Significant steps in this transition include the acquisition of One West Bank, the disposition of international businesses, and the sale of CIT Commercial Air, which significantly reduced leasing assets outside of its banking subsidiary. Since 2015, deposits have increased to 78% of funding from 64%, assets in CIT Bank have increased to 82% from 65%, and operating leases have decreased to 18% of assets from 33%. Therefore, S&P is now applying its bank criteria, instead of its nonbank financial institutions criteria, to rate CIT. S&P said, "The stable outlook reflects our expectation that over the next 12 months CIT will look to reduce its capital ratios--mostly through a significant increase in shareholder distributions--but will maintain a RAC ratio above 10%. We also expect it to continue to report low net charge-offs amid the currently benign economic conditions and take further steps to improve its funding and the strength of its franchise. We expect its net charge-offs to rise somewhat above those of more traditional bank peers over the next few years. "We could lower the ratings if CIT's capital adequacy deteriorates and its RAC ratio falls below 10%, particularly if that occurs before the company can significantly strengthen its business position and funding and demonstrate a longer track record of solid credit quality. Also, we could lower the ratings if credit losses unexpectedly spike. A one-notch downgrade in the group credit profile would result in a two-notch downgrade of the holding company. "An upgrade is not likely in the next 12 months. Longer term, we could raise the ratings if CIT maintains strong capitalization and ample liquidity, improves its risk-adjusted profitability and deposit funding, and demonstrates a longer track record of credit losses only somewhat above those of more traditional bank peers." CITY WIDE INVESTMENTS: Seeks Access to Cash Until Plan Confirmation ------------------------------------------------------------------- City Wide Investments, LLC, asks the U.S. Bankruptcy Court for the District of Colorado to approve its continued use of cash collateral through December 31, 2018, or the Effective Date of a plan of reorganization in this case, whichever first occurs. The Debtors owns and operates rental properties in Milwaukee. Several of its properties are owned free and clear of mortgages. The Debtor owns a duplex at 5437 North 38th Street, Milwaukee, that is subject to a first priority perfected mortgage to First Citizens State Bank, with a regular monthly mortgage payment of $776.86 (including tax escrow) and an outstanding balance of approximately $44,240 as of the Petition Date. The Debtor also owns a single family home at 2146 South 16th Street, Milwaukee, that is subject to a first priority perfected mortgage to Waterstone Bank, with a current regular monthly mortgage payment of $394.08 (including tax escrow) and an outstanding balance of approximately $15,500 as of the Petition Date. The Debtor proposes to continue paying First Citizens and Waterstone Bank their respective regular monthly mortgage payments, including tax escrow. In addition, the Debtor will continue to keep the properties insured. The final order previously entered in this case (on May 12, 2017) authorizing final use of cash collateral and adequate protection contemplated the use of cash collateral through December 31, 2017. The Debtor had anticipated confirming a plan by that date. However, the City of Milwaukee's appeal from the order for judgment and judgment the Court entered on October 3, 2017, in City Wide Investments, LLC v. City of Milwaukee, Adversary Proceeding No. 17-02115, has delayed matters. Since the Debtor intends to use funds collected from the City of Milwaukee, in part, to finance its plan, the Debtor accordingly requests the use of cash collateral through December 31, 2018, or the Effective Date of a plan of reorganization in this case, whichever first occurs. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/wieb17-22900-52.pdf About City Wide Investments City Wide Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wis. Case No. 17-22900) on April 3, 2017. John Nazario, member, 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. Leonard G. Leverson, Esq., at Leverson Lucey & Metz SC serves as bankruptcy counsel; and Commercial Property Consultants, Inc., is the appraiser. CLA PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Affiliates that simultaneously filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- CLA Properties SPE, LLC 17-14851 14631 N. Scottsdale Rd., #200 Scottsdale, AZ 85254 CLA Maple Grove, LLC 17-14852 14631 N. Scottsdale Rd., #200 Scottsdale, AZ 85254 CLA Carmel, LLC 17-14854 14631 N. Scottsdale Rd., #200 Scottsdale, AZ 85254 CLA West Chester, LLC 17-14855 14631 N. Scottsdale Rd., #200 Scottsdale, AZ 85254 CLA One Loudoun, LLC 17-14856 CLA Fishers, LLC 17-14857 CLA Chanhassen, LLC 17-14858 CLA Ellisville, LLC 17-14859 CLA Farm, LLC 17-14861 CLA Westerville, LLC 17-14862 About the Debtors: CLA Properties SPE, et al., are privately held companies based in Scottsdale, Arizona. Chapter 11 Petition Date: December 18, 2017 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judges: Hon. Brenda Moody Whinery (17-14851) Hon. Daniel P. Collins (17-14852) Hon. Paul Sala (17-14854 and 17-14862) Hon. Madeleine C. Wanslee (17-14855) Debtors' Counsel: Michael W. Carmel, Esq. MICHAEL W. CARMEL, LTD. 80 E. Columbus Ave Phoenix, AZ 85012-4965 Tel: 602-264-4965 Fax: 602-277-0144 E-mail: michael@mcarmellaw.com Assets and liabilities: Estimated Assets Estimated Liabilities ---------------- --------------------- CLA Properties $1 million-$10 million $1 million-$10 million CLA Maple Grove $1 million-$10 million $1 million-$10 million CLA Carmel $1 million-$10 million $1 million-$10 million CLA West Chester $1 million-$10 million $1 million-$10 million CLA Westerville $1 million-$10 million $1 million-$10 million Richard Sodja, authorized representative, signed the petitions. The Debtors each did not file a list of 20 largest unsecured creditors together with the petition. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/azb17-14851.pdf http://bankrupt.com/misc/azb17-14852.pdf http://bankrupt.com/misc/azb17-14854.pdf http://bankrupt.com/misc/azb17-14855.pdf http://bankrupt.com/misc/azb17-14862.pdf CLINTON NURSERIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Clinton Nurseries, Inc. 517 Pond Meadow Road Westbrook, CT 06498 Type of Business: Founded in 1921, Clinton Nurseries operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Chapter 11 Petition Date: December 18, 2017 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Clinton Nurseries, Inc. 17-31897 Clinton Nurseries of Maryland, Inc. 17-31898 Clinton Nurseries of Florida, Inc. 17-31899 Triem LLC 17-31900 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Hon. Ann M. Nevins Debtors' Counsel: Eric A. Henzy, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: 203-368-5495 Fax: 203-549-0861 E-mail: ehenzy@zeislaw.com - and - Joanna M. Kornafel, Esq. ZEISLER & ZEISLER, P.C. 10 Middle St., 15th Floor Bridgeport, CT 06604 Tel: 203-368-5465 Fax: 203-549-0938 E-mail: jkornafel@zeislaw.com - and - Patrick R. Linsey, Esq. ZEISLER & ZEISLER P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: 203-368-4234 Fax: 203-594-0424 E-mail: plinsey@zeislaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by David Richards, president. A full-text copy of Clinton Nurseries, Inc.'s petition is available for free at http://bankrupt.com/misc/ctb17-31897.pdf Debtors' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ McKinnon Nursery Inc. $356,012 Attn: Pres. GP or Mang. Mbr. 13835 Butteville Road Gervais, OR 97026 David McKinnon Tel: 503-792-3170 Ivy Acres, Inc. $228,786 Email: Jandrews@ivyacres.com Dutchmaster Nurseries LTD $200,150 Email: admin@dutchmasternurseries.com Nursery Supplies, Inc. $180,124 Cottage Gardens, Inc. $153,886 Email: ruchtman@cottagegardensinc.com Qualitree Propagators Inc. $144,454 Email: deborah@qualitree.com MacGuyver Media $121,606 Email: mac@macguyvermedia.com Bankcard Center $110,058 Email: james.salisbury@bankofthewest.com Fishback Nursery $107,103 Berger Horticultural Products $101,497 Email: caroled@berger.ca Classic Home & Garden $100,874 ICS, Inc. $98,983 A.M. Leonard, Inc. $84,008 Harrell's $79,694 Email: creditar@harrells.com Star Roses & Plants $78,702 Email: dwatkins@starrosesandplants.com HDS USA, LLC $59,372 Email: peter@horticulturedirect.com Left Coast Logistics LLC $58,050 Whittemore Perlite Co., Inc. $49,921 Email: jeffsheehy@comcast.net Stinchcomb Associates, Inc. $45,057 Email: stinchcomb_melis@accsandusky.com Pastanch, LLC $44,829 dba New Christie Ventures Email: chrisdepaolo@sbcglobal.com COMPLETION INDUSTRIAL: Seeks Appointment of Chapter 11 Trustee -------------------------------------------------------------- Completion Industrial Minerals, LLC, moves for the appointment of a Chapter 11 trustee on the grounds that the relief requested is in the best interests of the CIM bankruptcy estate, and its creditors and other parties in interest. CIM believes that it is in the best interests, at this time, to continue in Chapter 11, but to have its bankruptcy estate administered by a Chapter 11 trustee. Among other things, CIM does not have the cash resources to fund continued operations and its current management does not have particular expertise in bankruptcy restructuring matters. CIM also believes that having this case remain a Chapter 11 case is preferable to converting this case to a case under Chapter 7. Although CIM's principal asset--its Marshfield Wisconsin sand processing facility--is "mothballed," that facility still requires regular maintenance. Also, CIM's assets include various governmental operating permits that may not be transferable. Accordingly, it may be in the best interests of creditors and other stakeholders that CIM effectuate a plan of reorganization under which CIM would retain its assets, including its operating permits. A copy of the CIM's Request is available at: http://bankrupt.com/misc/txnb17-43208-11-45.pdf About Completion Industrial Minerals Completion Industrial Minerals, LLC -- http://www.ciminerals.com/ -- is a producer of northern alpha quartz proppants. It is a full-service provider of products and services from the quarry to the rail head at destination. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-43208) on August 1, 2017. Thomas Giordani, 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 Russell F. Nelms presides over the case. CONGREGATION ACHPRETVIA: May Obtain Up To $3.54-Mil. in Financing ----------------------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York has authorized Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., to obtain up to an additional $3.54 million for a total amount of $7.115 million in postpetition financing from 163 E. 69 DIP Lender, LLC. The DIP Facility Amount advanced by the Lender to the Debtor thereafter will be used by the Debtor in the amounts and for the purposes to (i) pay the $3 million settlement amount; (ii) pay the DIP Facility fees (three points in the amount of $90,000); and (iii) pay prepaid interest on the money actually borrowed by the Debtor in accordance with the DIP Financing Documents (up to $450,000). Proceeds of the DIP Facility Amount advanced by Lender to the Debtor will only be used in the amounts and for the purposes identified in the Financing Motion and this Financing Order. Provided that Lender advances the DIP Facility Amount, effective immediately upon the entry of this Financing Order, and subject to the terms of the DIP Financing Documents, Lender is hereby granted a superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code, with respect to the DIP Obligations, superior to any and all administrative expenses in the Bankruptcy Case, including without limitation, any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code. The Debtor's Obligation for points under Section 2.4 of the DIP Loan Agreement will be in the amount of $90,000. A copy of the Order is available at: http://bankrupt.com/misc/nysb16-10092-202.pdf As reported by the Troubled Company Reporter on Dec. 7, 2017, the Debtor asked the Court for permission to obtain postpetition financing on a secured and super-priority administrative basis from the Lender in the aggregate amount of up to $7.115 million. Of the maximum commitment: -- $3 million would be available to be used for the benefit of the Debtor to pay a $3 million settlement payment to 163 East 69 Realty LLC; and -- $540,000 will not be available to be borrowed by the Debtor, but as an interest reserve for the Lender in connection with borrowing $3 million to pay the settlement payment to East 69 Realty. About Congregation Achpretvia Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn, New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. Harold Friedlander, vice president, signed the petition. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. The Congregation disclosed total assets of $18 million and total liabilities of $472,502. CREEKSIDE HOMES: Has Final Nod to Use Cash Collateral Until Feb. 28 ------------------------------------------------------------------- The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon has entered a final order authorizing Creekside Homes, Inc. to use cash collateral during the final period Nov. 17, 2017 through Feb. 28, 2018 in accordance with the budget. The approved budget provides total expenses of approximately $172,119 for the period from Nov. 3, 2017 through February 2018. The Debtor is required to timely provide weekly financial statements to the U.S. Trustee, counsel for Swift Financial Corporation, counsel for Funding Circle and any other interested party requesting a copy in writing from the Debtor, which weekly statements will include, but not be limited to, a comparison of the Debtor's actual financial performance versus its budgeted financial performance. The four entities asserting interests in the Debtor's monies and accounts receivable will be adequately protected by: (1) replacements lien to the extent their prepetition liens attached to the Debtor's property and with the same validity, extent, priority, and description of collateral and (2) the value of the secured assets, (3) additional revenues created by operating the business, (4) keeping all assets properly insured and (5) the value of the Debtor's assets. The Court overruled Swift Financial's argument that it purchased the Debtor's future accounts receivable. The Court also denied the Debtor's request to pay adequate protection payments to Funding Circle, however, the Debtor or Funding Circle may file a motion seeking authority for the Debtor to pay adequate protection payments to Funding Circle. A full-text copy of the Final Order is available at: http://bankrupt.com/misc/orb17-33893-75.pdf About Creekside Homes Creekside Homes, Inc., is a small business organization in the home building industry with its principal place of business located at 219 NE Highway 99W McMinnville, Oregon. It designs, constructs and remodels houses to clients in Newberg, Forest Grove, McMinnville City and Sherwood City. It possesses interests in buildings under construction currently valued at approximately $1 million. It is licensed with the Oregon Construction Contractors Board. Creekside Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 17-33893) on Oct. 18, 2017. Andrew Burton, its president, signed the petition. At the time of the filing, the Debtor disclosed $1.1 million in assets and $1.13 million in liabilities. Judge Trish M. Brown presides over the case. Steven R. Fox, Esq., at Fox Law Corporation serves as the Debtor's legal counsel. CRYOPORT INC: Signs Indemnification Agreements with 3 Directors --------------------------------------------------------------- Cryoport, Inc., has entered into standard indemnification agreements with three of its directors: Richard Berman, Robert Hariri, M.D., Ph.D., and Ramkumar Mandalam, Ph.D., previously elected to the Company's Board of Directors. The Company has previously entered into identical Indemnification Agreements with each of its other current directors. The Company's officers and directors are indemnified as to personal liability as provided by the Nevada Revised Statutes and the Company's articles of incorporation and bylaws, but these are not exclusive and contemplate that agreements be entered into between the Company and its executive officers and directors with respect to indemnification. The indemnity provided for in the Indemnification Agreements is in addition to that provided by the NRS or any successor statutes, provided that the Indemnitee (as defined therein) (i) acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, (ii) is not liable pursuant to NRS 78.138, and (iii) with respect to any criminal Proceeding (as defined therein), had no reasonable cause to believe the Indemnitee's conduct was unlawful. About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) -- http://www.cryoport.com/-- provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. The Company's management recognizes that the Company will need to obtain additional capital to fund its operations until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. In its report on the consolidated financial statements of Cryoport for the year ended Dec. 31, 2016, KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion citing that the Company has experienced recurring operating losses from inception and has used substantial amounts of working capital in its operations. Although the Company has cash and cash equivalents of $4.5 million at Dec. 31, 2016, management has estimated that cash on hand will only be sufficient to allow the Company to continue its operations through the third quarter of calendar year 2017. These matters, the auditor said, raise substantial doubt about the Company's ability to continue as a going concern. Cryoport reported a net loss attributable to common stockholders of $15.05 million on $5.88 million of revenues for the year ended March 31, 2016. For the nine months ended Dec. 31, 2016, Cryoport reported a net loss of $10.40 million. As of Sept. 30, 2017, Cryoport had $19.71 million in total assets, $1.96 million in total liabilities and $17.75 million in total stockholders' equity. CSP ASSET II: Authorized to Access Cash Collateral Through Jan. 8 ----------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized CSP Asset II, LLC, to use the funds in its possession to pay its usual and necessary expenses pending the final hearing which will be held on Jan. 8, 2018 at 1:30 p.m. The Debtor will maintain insurance upon its assets. A full-text copy of the Order is available at: http://bankrupt.com/misc/txwb17-11513-11.pdf About CSP Asset II Based in Austin, Texas, CSP Asset II LLC, which conducts business as Secured Climate Storage, operates a self-storage facility built to provide storage security for individuals and businesses. This climate and non-climate controlled facility has more than 1,200 units and sizes up to 3,200 square feet. CSP Asset II is also an authorized U.S. postal center and FedEx Ship center. CSP Asset II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-11513) on Dec. 5, 2017. James R. Carpenter, manager of its sole member, signed the Chapter 11 petition. At the time of the filing, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Tony M. Davis presides over the case. CUMULUS MEDIA: Files Plan of Reorganization and Disclosures ----------------------------------------------------------- BankruptcyData.com reported that Cumulus Media filed with the U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan is the final step of the Company's balance sheet restructuring. Among other benefits, the Plan: Reduces the Company's pro forma indebtedness by $1.039 billion versus its existing capital structure; capitalizes the Company with favorable debt terms, including an extended maturity date; and has the support of the requisite majorities of the Debtors' prepetition secured lenders, the Debtors' largest creditor constituency. Through the restructuring, the Debtors expect to create a sustainable capital structure that positions Cumulus Media for success in the demanding radio broadcasting industry. The Plan's deleveraging of the Debtors' balance sheet affords the Company a 'fresh start' and provides a foundation for the long-term sustainability of the Company's businesses for the benefit of its employees and customers .... Each Holder of a Credit Agreement Claim will receive its pro rata share and interest in: (i) $1.3 billion in principal amount of first lien term loans (the 'First Lien Exit Facility'); and (ii) 83.5% of the issued and outstanding amount of the New Securities, subject to dilution on account of the Management Incentive Plan (the 'Term Loan Lender Equity Pool'). On the Effective Date, the Credit Agreement Claims shall be Allowed in the aggregate principal amount of $1,728,614,100.06, plus accrued and unpaid interest on such principal amount through the Petition Date. On the Effective Date, the Senior Notes Claims shall be Allowed in the aggregate principal amount of $610 million, plus accrued and unpaid interest on such principal amount through the Petition Date." About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. Richard Denning, senior vice president and general counsel, signed the petition. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. DEX SERVICES: Allowed to Use Cash for December 2017 Expenses ------------------------------------------------------------ Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has entered a third agreed order granting DEX Services, LLC, interim use of cash collateral. The Debtor is authorized to use the cash collateral realized from the collection of accounts receivable on an interim basis and in accordance with and to pay the expenses set forth in the Budget. The approved Budget provides total monthly expenses of approximately $53,670. In order to allow InterBank and the IRS to properly monitor the Debtor's use of cash collateral, the Debtor agrees to provide counsel for InterBank and the IRS: (1) copies of the monthly operating reports; (2) copies of monthly bank statements; and (3) copies of any and all monthly invoices. The Debtor is required to deposit all collections from its pre-petition accounts receivable into the Debtor-in-Possession Account upon opening said DIP Account at a financial institution authorized by the U.S. Trustee. The Debtor will pay out of the DIP Account only the expenses referred to in the Order. Until such time as the DIP Account is opened, the Debtor is authorized to use its current checking account at InterBank to deposit all collections and to pay its expenses by check. InterBank of Canadian, Texas asserts a security interest in various assets of the Debtor, including the Debtor's prepetition accounts receivable. The Internal Revenue Service has also filed federal tax liens against the Debtor and by virtue of those tax liens asserts a lien against the Debtor's assets, including the Debtor's prepetition accounts receivable. InterBank and the IRS are each granted a replacement lien and security interest in the Debtor's postpetition accounts receivable generated by the Debtor's oilfield services operations in an amount equal to the amount of cash collateral used in the same priority and in the same nature, extent and validity as such liens, if any, existed prepetition. The Debtor will be entitled to utilize the asserted cash collateral of the IRS and to utilize the property in which the IRS has asserted a secured interest, subject to these terms and conditions: (1) The Debtor will file all past due tax returns, if any, within 60 days if the entry of the Order and will file such return with Mikeal Smith, Bankruptcy Specialist, IRS, Insolvency Group II , Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242. (2) The Debtor will file all postpetition federal tax returns on or before the due date and will pay any balance due upon filing of the return. Copies of these returns must be sent to: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242, Telephone: (214) 413-5204, Facsimile (888) 851-1227. (3) The Debtor will, during the pendency of its bankruptcy case, provide proof of deposit of all federal trust fund taxes, sent to: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce St., Dallas Texas 75242, Telephone: (214) 413-5204, Facsimile (888) 851-1227. (4) The Debtor will permit the Debtor to inspect, review, and copy any financial records of the Debtor at the IRS' expense. A hearing on the Debtor's request for continued use of cash collateral is specially set on January 4, 2018 at 2:00 p.m. A full-text copy of the Third Agreed Order is available at: http://bankrupt.com/misc/txnb17-50242-35.pdf Attorneys for InterBank: Jason T. Rodriguez, Esq. Higier Allen & Lautin, P.C. 2711 N. Haskell Ave., Suite 2400 Dallas, Texas 75204 Telephone: (972) 716-1888 Facsimile: (972) 716-1899 E-mail: jrodriguez@higierallen.com About DEX Services DEX Services, LLC, is a privately-held company in Canadian, Texas, operating under the "Other Professional, Scientific, and Technical Services" industry. Its principal business address is 10955 Exhibition Lane Road, Canadian, Texas, 79014, Hempill County. DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-50242) on Sept. 30, 2017. James Poindexter, managing member, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Brad W. Odell, Esq. at Mullin Hoard & Brown, L.L.P. DEXTERA SURGICAL: Wants DIP Financing From Aesculap --------------------------------------------------- Dextera Surgical, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to obtain senior secured postpetition financing from Aesculap, Inc. The Debtor wants to obtain postpetition financing in the form of a term loan facility in accordance with the terms and conditions set forth in the DIP Loan Agreement, and in accordance with the DIP court orders, secured by perfected senior priority security interests in and liens on the collateral pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code. The Debtor proposes to grant superpriority administrative claim status, pursuant to Section 364(c)(1) of the Bankruptcy Code, to the DIP Lender, in respect of all DIP Obligations (subject to the Carve-Out). Upon entry of the Interim Order, and subject to the budget, the proceeds of the DIP Loan Facility will be used to finance: (i) the payment of fees, expenses and costs incurred in connection with the Debtor's chapter 11 case, and (ii) working capital, capital expenditures, and other general corporate purposes of the Debtor; provided that the Debtor may incur a 20% cumulative variance for each line item in the Budget. The DIP Loan Facility will consist of a senior secured superpriority multi-draw term loan credit facility of up to $1.5 million. Unless extended by the DIP Lender in writing, borrowings will be repaid in full, and the commitment under the DIP Facility will terminate, on the earlier of: earliest of (i) May 15, 2018, (ii) Closing under the Stalking Horse APA, (iii) termination of the Stalking Horse APA, other than as a result of the acceptance by the Borrower of a Competing Bid (as defined in the Stalking Horse APA), (iv) sale of any material amount of the Purchased Assets to a buyer other than the DIP Lender, and (v) the occurrence of an Event of Default. Subject to the carve out, the DIP Agent will be granted valid, enforceable, non-avoidable, and fully perfected security interests in and liens upon all collateral, which shall (a) constitute first-priority security interests in and liens upon all Collateral that was not subject to any valid, enforceable and non-avoidable lien in existence on the Petition Date, which lien was either properly perfected as of the Petition Date or, subsequently perfected pursuant to Section 546(b) of the Bankruptcy Code, or granted as an adequate protection or replacement lien to CMI pursuant to a cash collateral order which lien is limited in amount to the lesser of (i) diminution in value of CMI's collateral as of the Petition Date, if any, and (ii) the amounts owed to CMI pursuant to that certain Secured Note Purchase Agreement dated Sept. 2, 2011 in the maximum aggregate amount of $4 million, and (b) a next available priority lien on all Collateral that was subject to a Permitted Senior Lien on the Petition Date. The loan will have an interest rate of 9.25% (annualized). The default interest is Contract Rate + 5% (annualized). A facility fee of 1% must be paid on the Termination Date. All DIP Obligations will be an allowed superpriority administrative expense claim with priority under Sections 364(c)(1), 503(b) and 507(b) of the Bankruptcy Code and otherwise over all administrative expense claims and unsecured claims against the Debtor and its estate other than any superpriority claim that may be granted by the Court to CMI pursuant to a cash collateral order which claim is limited in amount to the lesser of (i) diminution in value of CMI's collateral as of the Petition Date, if any, and (ii) the amounts owed to CMI pursuant to that certain Secured Note Purchase Agreement dated September 2, 2011 in the maximum aggregate amount of $4 million. On Sept. 2, 2011, the Debtor entered into a Secured Note Purchase Agreement with Century Medical, Inc., as lender or any successor or assignee thereof in such capacity, a Japanese corporation that is a wholly owned subsidiary of Itochu Corp. CMI is the Debtor's distributor in Japan of the PAS Port Proximal Anastomosis System, and has distributed it since 2004. Pursuant to the Note Purchase Agreement, Dextera issued to CMI a secured promissory note in the original principal amount of $4 million with interest accruing at an annual rate of 5%, payable quarterly in arrears. Under the terms of the Note Purchase Agreement, as amended on Sept. 14, 2017, quarterly principal payments of $125,000, plus accrued interest, are due under the Note on Dec. 31, 2017, March 31, 2018, and June 30, 2018, with the remaining principal balance of $3.5 million due on Sept. 18, 2018. As of the Petition Date, the outstanding principal was $3.875 million and accrued interest under the Note was approximately $33,000. To secure the Debtor's obligations under the Note Purchase Agreement and the Note, Dextera executed a Security Agreement dated as of Sept. 2, 2011, granting CMI a security interest in substantially all of Dextera's personal property assets and proceeds thereof but, with respect to intellectual property, only in such intellectual property, licenses, and payment intangibles of Dextera related to the PAS. As such, CMI did not receive a security interest in Dextera's intellectual property, including patents, related to the C-Port system, the MicroCutter, or Dextera's other products. The Debtor contends that CMI's security interest in the Debtor's assets, other than potentially with respect to the deposit accounts at Silicon Valley Bank and securities accounts at Oppenheimer, is subject to avoidance under the Bankruptcy Code. The Debtor agreed to sell substantially all of its assets to the DIP Lender, subject to receipt of higher or otherwise better offers obtained through the bidding procedures and sale process. In conjunction with the Debtor's prepetition marketing and sale process, the Debtor and the DIP Lender entered into the DIP Facility, pursuant to which, among other things, the DIP Lender has agreed to provide the Debtor with much-needed liquidity in the form of a senior secured term loan, subject to certain Permitted Senior Liens. Prior to executing the DIP Loan Agreement, the Debtor made efforts to obtain proposals for debtor in possession financing from parties other than the DIP Lender. With the assistance of the Debtor's investment banker, the Debtor's management engaged in discussions with several potential lenders seeking such debtor in possession financing. Unfortunately, no party other than the DIP Lender was willing to extend any debtor in possession financing to the Debtor on any terms, much less on terms more favorable than those in the DIP Loan Agreement. The DIP Lender has agreed to provide a loan on favorable terms, and the DIP Facility will fund the Sale Process and enable the Debtor to maximize value for the estate at a facially reasonable cost. In connection with entry into the DIP Facility, the Debtor and the DIP Lender has agreed upon an initial budget, projecting cash flow for the first 13 weeks of this case. The DIP Loan Agreement permits the Debtor to draw on the DIP Facility to make any disbursement specifically provided for in the Budget. The Debtor has an urgent and immediate need to obtain postpetition financing. The Debtor does not have sufficient funds on hand or generated from its business to fund operations. Without the postpetition financing that will be provided under the DIP Loan Agreement and the proposed DIP Orders, the Debtor would not be able to maintain operations pending the outcome of the orderly Sale Process that will maximize value for all constituents. Without the proposed credit facility, the Debtor will not have any liquidity, among other things, to operate its business, fund its ordinary course expenditures, including paying its employees, or to pay the expenses necessary to administer the Chapter 11 case. Absent adequate funding, the Debtor would be required to cease operations and liquidate on a piecemeal basis, causing irreparable harm to the Debtor and its estate. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/deb17-12913-10.pdf About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (Nasdaq:DXTR) -- https://www.dexterasurgical.com/ -- is a medical device company that designs and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. Founded in 1997 as Vascular Innovations, Inc., the Company changed its name in November 2001 to Cardica, Inc., and in June 2016 to Dextera Surgical Inc. Dextera had its initial public offering in 2006 and its common stock is publicly traded and prior to the bankruptcy filing, had been listed on the NASDAQ Capital Market (DXTR). Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. The Company disclosed $6.53 million in total assets and $14.82 million in total debt as of Sept. 30, 2017. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley LLP as special corporate counsel; JMP Securities, LLC, as financial advisor and investment banker; Rust Consulting/Omni Bankruptcy as claims and noticing agent. DOLPHIN ENTERTAINMENT: Amends Prospectus on $6M Units Offering -------------------------------------------------------------- Dolphin Entertainment, Inc., filed an amended Form S-1 registration statement with the Securities and Exchange Commission relating to the offering of $6,000,000 units with each unit consisting of one share of the Company's common stock, $0.015 par value per share and one warrant to purchase one share of its common stock per unit at an exercise price equal to $___ per share (115% of the public offering price) and expiring three years after the issuance date. The units will not be issued or certificated. Purchasers will receive only shares of common stock and warrants. The common stock and warrants are immediately separable and will be issued separately. The offering also includes the shares issuable from time to time upon exercise of the warrants. Dolphin Entertainment's shares of common stock are currently quoted on the OTC Pink Marketplace, operated by OTC Markets Group. The symbol for the Company's common stock is "DPDM". There is currently no public market for its warrants. The Company has applied to have its common stock and warrants offered hereby listed on The Nasdaq Capital Market under the symbols "DLPN" and "DLPNW," respectively. On Dec. 14, 2017, the last reported sale price of the Company's common stock on the OTC Pink Marketplace was $6.50 per share. A full-text copy of the Form S-3/A is available for free at: https://is.gd/t9F53X About Dolphin Entertainment Based in Coral Gables, Florida, Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc., is an independent entertainment marketing and premium content development company. Through its recent acquisition of 42 West, LLC, the Company provides expert strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers, recording artists, athletes and authors. The strategic acquisition of 42West brings together premium marketing services with premium content production, creating significant opportunities to serve respective constituents more strategically and to grow and diversify the Company's business. Dolphin's content production business is a long established, leading independent producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature films and digital programming primarily aimed at family and young adult markets. Dolphin also currently operates online kids clubs; however it intends to discontinue the online kids clubs at the end of 2017 to dedicate its time and resources to the entertainment publicity business and the production of feature films and digital content. Dolphin Digital reported a net loss of $37.19 million for the year ended Dec. 31, 2016, following a net loss of $8.83 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Dolphin Entertainment had $33.76 million in total assets, $31.02 million in total liabilities and $2.73 million in total stockholders' equity. BDO USA, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, according to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EAST WEST CAPITAL: Fitch Affirms BB- Trust Pref. Securities Rating ------------------------------------------------------------------ Fitch Ratings has affirmed East West Bancorp, Inc.'s (EWBC) ratings at 'BBB'/'F2', reflecting the bank's strong earnings profile, good asset quality, and distinctive franchise. The Rating Outlook is Stable. The rating action follows a periodic review of the mid-tier regional banking group, which includes: BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs, VRs, AND SENIOR DEBT EWBC's ratings are supported by its strong earnings profile, good asset quality, and distinctive franchise. This is primarily offset by strong loan growth trends that Fitch views cautiously, particularly in the context of a still low interest rate environment to date. EWBC's earning profile is the primary ratings driver. Over the past 10 quarters, EWBC has reported among the highest ROAs on average of all Fitch-rated U.S. banks and the highest amongst its peers. The company's recent earnings continue to benefit from very low overhead expenses, good spread income, and nominal credit costs during the first nine months of 2017. Results for the year also benefitted from a large gain in 1Q17 on the sale and leaseback of a commercial property in San Francisco, which EWBC acquired as part of its 2009 acquisition of United Commercial Bank. EWBC has demonstrated success in growing fee income considerably recently; however, EWBC's earnings remain heavily reliant on spread income, making the company more exposed to the interest rate environment than its peers. That said, based on company-reported interest rate risk simulation results, EWBC appears the best positioned for a rising rate interest rate scenario with projected net interest income to increase the most of the mid-tier peer group. While interest rate risk simulation results are highly dependent on modeling assumptions, especially deposit betas, which may behave very differently than in the past, the make-up of EWBC's loan book suggests the company stands to benefit as rates increase. EWBC's asset quality also remains good with just 3bps in annualized net charge-offs during the first nine months of 2017. Further, EWBC's level of problem assets is well below peer averages. Fitch also views EWBC's distinctive franchise favorably in its ability to attract Chinese-American borrowers, as well as depositors, albeit at interest-bearing deposit costs slightly higher than the mid-tier median. EWBC is unique in that it is the only bank of its size to have a notable presence in China, and the only Asian-American focused bank with full service banking offices in the U.S. and China. Partially offsetting these ratings drivers, Fitch observes continued strong loan growth across numerous categories, including C&I, CRE, residential real estate and multifamily lending. The company's loan growth over the past 12 months is higher than all of its mid-tier peers, and raises concerns as to whether EWBC is receiving the appropriate risk-adjusted return on these newer originations. While Fitch views outsized loan growth cautiously in general, the agency notes that at Sept. 30, 2017, 64% of total non-accruing balances were to C&I borrowers, which only comprise around a third of total outstandings. Although C&I loan losses have remained modest to date, Fitch will continue to analyze the asset quality of these, and the entire loan portfolio, for any deterioration, particularly as rates rise. EWBC's capital is considered adequate, with an estimated CET1 under Basel III at 11.3% at Sept. 30, 2017, just slightly below the peer median. The bank has grown its capital ratios over the past year, and demonstrates superior capital generation capabilities relative to peers. Fitch views this as prudent, in light of the strong loan growth over the past several years. Fitch views EWBC's liquidity profile as solid with virtually all of its funding coming from deposits, and a growing reliance on non-interest bearing deposits. However, the loan-to-deposit ratio keeps rising, as loan growth has outpaced deposit growth. While the LTD has increased, it remains manageable at 91% and below the peer median. Fitch views any slowdown in China as manageable for EWBC. As of Sept. 30, 2017, EWBC reported $1.6 billion to the wholesale trade sector, largely related to companies that import goods from China. EWBC also reported $686 million of loans held in the Hong Kong branch and $500 million in the subsidiary bank in China. Fitch anticipates that not all of these loans would be impacted given a slowdown, and that there would likely be appropriate collateral protection in the event of a slowdown or other geopolitical disruption. HYBRID SECURITIES Hybrid capital issued by EWBC and its subsidiaries are all notched down from the VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. Legacy Tier 1 securities are generally rated four notches below the VR, made up of two notches for high loss severity relative to average recoveries, and two further notches for non-performance risk, reflecting the fact that coupon omission is not fully discretionary. LONG- AND SHORT-TERM DEPOSIT RATINGS Deposit ratings are one notch higher than the IDR reflecting the deposits' superior recovery prospects in case of default given depositor preference in the U.S. HOLDING COMPANY EWBC's IDR and VR are equalized with those of East West Bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR EWBC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, EWBC is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VRs, AND SENIOR DEBT Positive rating momentum is limited in the near term given the bank's recent growth. If asset quality begins to show signs of deterioration, particularly in newly originated commercial loans, negative credit action might occur, especially if capital is managed materially lower. Loan losses in excess of historical loan losses in C&I, CRE, multifamily or residential mortgages could precipitate a negative rating action, particularly if the CET1 is also managed down to less than 9%. Failure to fully address the November 2015 BSA-related regulatory agreement in a timely manner could also lead to downward ratings momentum. Fitch expects EWBC to have this agreement resolved within the next 12 to 18 months. Conversely, superior credit performance relative to peers and industry trends during the next asset quality downturn could provide support for ratings momentum, if accomplished while maintaining it strong earnings profile. HYBRID SECURITIES The ratings for trust preferred securities are sensitive to any change to EWBC's VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long-and short-term deposit ratings are sensitive to any change to EWBC's long-and short-term IDR. HOLDING COMPANY Should EWBC's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since EWBC's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: East West Bancorp, Inc. -- Long-term IDR at 'BBB'; Outlook Stable; -- Short-term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Support at '5'; -- Support Floor at 'NF'. East West Bank -- Long-term IDR at 'BBB'; Outlook Stable; -- Long-term deposits at 'BBB+'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb'; -- Support at '5'; -- Support Floor at 'NF'. East West Capital Trust V, VI, VII, VIII & IX -- Trust preferred securities at 'BB-'. EXPRO HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Lead Debtor: Expro Holdings US Inc. 738 Highway 6 South 1000 Houston, TX 77079 Type of Business: Expro -- https://www.exprogroup.com -- is a provider of specialized well flow management products and services to the oil and gas industry, with a specific focus on offshore, deepwater and other technically challenging environments. Expro's products and services help its customers in the oil and gas industry optimize production costs and maximize recoveries by measuring, improving, controlling and processing flow from high-value oil and gas wells. Expro has more than 40 years of experience assisting its customers in all aspects of well management, from exploration and appraisal through to mature field production optimization and eventual well abandonment. Expro has more than 4,100 employees and more than 500 contractors in over 50 countries. Expro was founded in 1973 in the U.K. and is headquartered in Houston, Texas. Chapter 11 Petition Date: December 18, 2017 Affiliates that filed voluntary petitions under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Expro Holdings US Inc. (Lead Case) 17-60179 Exploration and Production Services (Holdings) Limited 17-60180 Expro (B) Sendirian Berhad 17-60181 Expro Americas, LLC 17-60182 Expro Benelux Limited 17-60183 Expro Do Brasil Servicos LTDA 17-60184 Expro Eurasia Limited 17-60185 Expro Finservices Sarl 17-60186 Expro Group Canada Inc. 17-60188 Expro Gulf Limited 17-60189 Expro Holdings Australia 1 PTY Limited 17-60190 Expro Holdings Australia 2 PTY Limited 17-60191 Expro Holdings Norway AS 17-60192 Expro Holdings UK 2 Limited 17-60193 Expro Holdings UK 3 Limited 17-60194 Expro Holdings UK 4 Limited 17-60195 Expro International B.V. 17-60196 Expro Interational Group Holdings Ltd. 17-60197 Expro International Group Limited 17-60198 Expro International Limited 17-60199 Expro Meters, Inc. 17-60200 Expro North Sea Limited 17-60201 Expro Norway AS 17-60202 Expro Overseas, Inc. 17-60203 Expro Overseas Limited 17-60204 Expro Resources Limited 17-60205 Expro Servicos S. De R.L. De C.V. 17-60206 Expro Tool S. De R.L. De C.V. 17-60208 Expro Trinidad Limited 17-60209 Expro US Finco LLC 17-60210 Expro US Holdings, LLC 17-60211 Expro Worldwide B.V. 17-60212 Exprotech Nigeria Limited 17-60213 Petrotech AS 17-60214 PT Expro Indonesia 17-60216 Expro Group Australia PTY Limited 17-60187 Petrotech B.V. 17-60215 Court: United States Bankruptcy Court Southern District of Texas (Victoria) Judge: Hon. David R Jones Debtors' Counsel: Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER, L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713)-752-4284 Fax: (713) 308-4184 E-mail: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com - and - Brian S. Hermann, Esq. Alice Belisle Eaton, Esq. Sarah Harnett, Esq. Alexander Woolverton, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: bhermann@paulweiss.com aeaton@paulweiss.com sharnett@paulweiss.com awoolverton@paulweiss.com Debtors' Restructuring Advisors: Julie Hertzberg Jay Herriman ALVAREZ & MARSAL 1000 Town Center, Suite 750 Southfield, MI 48075 Tel: 248.936.0860 E-mail: jhertzberg@alvarezandmarsal.com jherriman@alvarezandmarsal.com Debtors' Claims, Noticing & Solicitation Agent: PRIME CLERK LLC Web site: https://cases.primeclerk.com/expro Estimated Assets: $500 million to $1 billion Estimated Liabilities: $1 billion to $10 billion The petition was signed by John McAlister, general counsel. The Debtors each did not file a list of 20 largest unsecured creditors together with the petition. The Debtors have sought approval to file a consolidated list of the 35 largest unsecured creditors. A full-text copy of Expro Holdings US Inc.'s petition is available for free at: http://bankrupt.com/misc/txsb17-60179.pdf FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating ------------------------------------------------------- Fitch Ratings has affirmed First Horizon National Corp.'s (FHN) ratings at 'BBB-'/'F3'. The Rating Outlook remains Positive. The affirmation incorporates the expectation that the recently completed acquisition of Capital Bank Financial Corp. (CBF) will be integrated smoothly and lead to a stronger franchise and improved earnings. The rating action follows a periodic review of the midtier regional banking group, which includes BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs, VRs, AND SENIOR DEBT The rating affirmation reflects FHN's strong banking franchise, appropriate capital levels relative to the company's risk profile, and good revenue diversity relative to peers. The Positive Outlook reflects Fitch's expectation that management will continue to execute on its well-communicated, long-term strategies to align FHN's operating performance with operating targets over the rating time horizon. Fitch believes that FHN has rating upside over time, as reflected in the Positive Outlook. The company's recently completed CBF acquisition was in line with Fitch's expectations that FHN would pursue a sizable acquisition in neighboring markets to expand its footprint and scale. This transaction expands the company's presence in the Carolinas and to a lesser extent Florida, which Fitch expects will provide some degree of added geographic diversification. FHN's core business operations include its regional banking line of business (First Tennessee Bank, NA; FTBNA) and FTN Financial (FTN), the company's capital markets division. FTBNA has the leading deposit market share in Tennessee with 16% of total deposits (proforma including deposits from CBF transaction) as of June 30, 2017 and a growing presence in the company's other key operating markets. This segment has generated consistent performance over time. FTN provides the overall company with solid revenue mix through its niche capital markets business. FTN's franchise is strong in the community bank space, evidenced by relationships with approximately half of all U.S. banks with investment portfolios over $100 million. FTN's acquisition of Coastal Securities, completed in 2Q17, provides increased product diversity to the segment's revenue streams. While revenue generated out of FTN can be somewhat volatile in various rate and economic environments, it has contributed approximately 20% of FHN's total revenue over the last several years. Fitch notes that FTN's revenue contribution to FHN will decrease with the closing of the CBF acquisition, and the company has adjusted their long-term fee contribution target to 30% to 40% over time to reflect this. Fitch expects earnings to improve and converge with higher rated peers on a consistent basis while maintaining a sound risk appetite. FHN's balance sheet is well-positioned for a rising rate environment. Further, to the extent that FHN is able to realize the forecasted cost saves from the CBF transaction, FHN's earnings profile could converge with higher-rated institutions, which could lead to positive rating momentum over the Outlook horizon. FHN has met many of its "Low Rate Environment" targets communicated at its investor day in 2013. In Fitch's view, this points to management's ability to successfully execute on targets that have been clearly communicated to various constituents. Fitch expects execution to remain strong which supports the Positive Outlook. Fitch believes FHN's risk management practices are in-line with higher rated and larger banks and should reduce credit and earnings volatility in future cycles. Fitch recognizes the level of investment in risk management systems the bank has made over recent years, most notably the company's risk adjusted return on capital (RAROC) model, which is used in virtually all aspects of FHN's operations. Although FHN's capital ratios are among the lowest in the peer group, Fitch views capital levels as adequate relative to the company's risk profile. FHN has communicated that it intends to manage its common equity tier 1 (CET1) ratio in the 8% to 9% range over the longer term. The CBF transaction is expected to bring FHN's CET1 capital ratio to approximately 9%. Over time, Fitch expects FHN to manage its capital position to the higher end of its' target range which is incorporated in the Positive Outlook. FHN's elevated levels of nonperforming assets (NPAs) relative to peers has historically been a constraint on the company's ratings. Much of the NPAs relate to restructured residential loans originated out of the company's former national lending platform and Fitch expects FHN's NPA ratio to remain elevated over the intermediate term. However, Fitch expects the loss content from the NPAs to remain manageable and not be a drag on earnings and capital. Fitch views FHN's funding and liquidity profile as in-line with peers. Noninterest bearing deposits comprise approximately 30% of total deposits and the company's deposit costs are in line with the peer median. Although deposit costs are expected to increase marginally as a result of the CBF transaction, Fitch views the increased geographical diversification as a partial offset. FHN also has access to multiple sources of secured borrowing, such as the FHLB. These sources were modestly used at 3Q17 and FHN still had adequate capacity at quarter-end. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES FHN's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of FTBNA are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY FHN's VR is equalized with those of FTBNA, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR FHN has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VRs, AND SENIOR DEBT The Rating Outlook remains Positive, reflecting Fitch's view of the likelihood of ratings upside over the Outlook horizon. Given the recently closed acquisition of CBF, Fitch expects to resolve the Outlook toward the latter part of the outlook horizon to allow time for the results of the transaction to be assessed. Fitch's base case assumption is that the FHN will be able to realize the estimated cost saves from the CBF transaction over the next few years. The Positive Outlook reflects Fitch's view that FHN's earnings profile will converge with higher-rated institutions. Positive rating action is possible if FHN is able to demonstrate higher and more consistent earnings in line with higher rated institutions, measured by return on average assets (ROAA) and/or pre-provision net revenue-to-average assets (PPNR to AA). However, the Outlook could be revised to Stable from Positive if Fitch believes that FHN will not be able to realize the cost saves and that earnings will continue to lag higher-rated peers. Fitch will continue to assess asset quality at FHN for signs of deterioration as CBF's loan portfolio has not been tested through a credit cycle. Fitch expects net charge-offs (NCOs) to remain within FHN's normalized operating target range of 20bps-60bps over time. Positive rating momentum is possible if NCOs over time remain within the target range post integration of CBF. Conversely, negative ratings pressures could arise should NCOs exceed FHN's operating target range over time. Because FHN has resolved or reserved for most legal issues tied to past practices, Fitch does not expect any significant quarterly settlements that could lead to losses. However, to the extent that FHN reports material legal provisions that indicate the reappearance of issues related to past residential mortgage practices or new legal issues arising from current business practices, the Outlook may be revised to Stable if Fitch had concerns that capital could be impaired, although this is unlikely. As noted above, Fitch expects FHN will manage its capital position at the higher end of its 8% to 9% CET1 target range. Negative ratings pressure could develop should FHN's CET1 and/or TCE position fall below the estimated pro forma levels. Additionally, negative ratings pressure could develop should management pursue another bank acquisition before CBF is fully integrated into FHN's franchise. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for FHN and its operating companies' preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to FTBNA's Long- and Short-term IDR. HOLDING COMPANY Should FHN's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since FHN's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: First Horizon National Corporation -- Long-Term IDR at 'BBB-'; Outlook Positive; -- Viability rating at 'bbb-'; -- Short-Term IDR at 'F3'; -- Senior Unsecured at 'BBB-'; -- Preferred Stock at 'B'; -- Support rating at '5'; -- Support Floor at 'NF'. First Tennessee Bank, N.A. -- Long-Term IDR at 'BBB-'; Outlook Positive; -- Viability rating at 'bbb-'; -- Short-Term IDR at 'F3'; -- Long-term Deposits at 'BBB'; -- Short-term Deposits at 'F3'; -- Senior Unsecured at 'BBB-'; -- Short-term Senior Unsecured at 'F3'; -- Preferred Stock at 'B'; -- Support rating at '5'; -- Support Floor at 'NF'. FIRST NATIONAL-OMAHA: Fitch Ups Subordinated Debt Rating From BB+ ----------------------------------------------------------------- Fitch Ratings has upgraded First National of Nebraska Inc.'s (FNNI) Long- and Short-term Issuer Default Ratings (IDRs) to 'BBB' from 'BBB-' and 'F2' from 'F3', respectively. The Rating Outlook is Stable. The upgrade reflects FNNI's reduction in risk appetite in its credit card business, sound asset quality, and solid earnings performance. The rating action follows a periodic review of the mid-tier regional banking group, which includes: BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs and VR The upgrade reflects Fitch's view that reductions in FNNI's risk appetite in its credit card business will result in stronger asset quality and lower earnings volatility through the credit cycle. In particular, Fitch views positively FNNI's decision to discontinue marketing its national card portfolio, which has been a key driver of volatility historically, and to continue growing its co-branded card portfolio. Combined with the company's good deposit franchise in its core markets, solid funding and liquidity profile, and reasonable capital levels, Fitch believes FNNI's stronger risk profile warrants the higher rating level. The Rating Outlook for FNNI's ratings has been revised to Stable from Positive. The Outlook incorporates Fitch's view that credit losses in the company's credit card portfolio will continue to perform in line with industry peers and will be very manageable within the context of quarterly earnings. Fitch expects earnings will remain in line with rating peers, as moderately higher credit costs will likely be more than offset by a higher net interest margin (NIM) due to FNNI's asset sensitive profile. Additionally, Fitch expects that capital ratios will increase somewhat from current levels following a share repurchase transaction in the third quarter of 2017 (3Q17). FNNI has typically generated relatively strong earnings compared to similarly rated peers over recent years due to its solid credit card franchise, which generates high margins and good levels of fee income. Fitch believes FNNI has continued to strengthen its profitability profile despite higher credit costs in 2017 due to an industry-wide weakening in credit card asset quality from previously unsustainably strong levels. Adjusting for a one-off gain in 3Q16, pre-provision net revenue is up 16% year-to-date in 2017, driven by FNNI's 34 basis points (bps) of NIM expansion and slightly lower expenses. FNNI continues to demonstrate above-peer asset sensitivity due to its ability to quickly reprice its credit card portfolio and its strong retail deposit base, which allows the company to lag deposit pricing. Despite a 31% increase in credit costs, FNNI's return on assets has been near 1% over the past two quarters, in line with the peer group average. Fitch believes FNNI's earnings will remain near or above the peer group average due to the company's improved credit card underwriting standards, asset sensitive profile, and demonstrated ability to contain expenses while achieving loan growth in line with peer averages. FNNI's asset quality, excluding its credit card portfolio, remains roughly in line with the peer group average. Despite ongoing commodity price pressure, FNNI's agriculture portfolio remains resilient, with minimal nonperforming loans and charge-offs. Total nonaccrual loans are modestly higher from a year ago, at 0.83%, in line with peer averages. While Fitch views the double-digit loan growth in the company's commercial real estate portfolio cautiously, performance has been strong to date and overall loan growth levels remain slightly below peer average. Net-charge offs (NCOs) increased 31 bps in 2017 to 1.89% from the 2016 level. Deterioration has been driven by what Fitch views as a normalization in credit card performance, which has been observed across the industry. Fitch notes that the normalization of credit performance in FNNI's portfolio has been similar to that of other rated issuers. Over time, Fitch believes FNNI will continue to demonstrate NCO levels that are more stable than those observed in previous cycles due to the company's decision to cease originations in its national mailing portfolio and emphasize its agent and co-brand products. These portfolios have demonstrated lower loss content and should aid in producing more stable operating performance over time for FNNI relative to prior cycles. In 3Q17, FNNI completed a $155 million share repurchase transaction with a large, private shareholder. Fitch does not anticipate any similar transactions over the Outlook horizon. As a result, capital ratios declined moderately with the common equity tier 1 ratio (CET1) falling to 10.9% at 3Q17 from 11.3% at year-end 2016. Despite this decline, Fitch views FNNI's capital levels as supportive of rating action and notes that CET1 is only slightly below the peer group average. Over time, Fitch believes capital will build at a modest pace from current levels. Fitch views this as adequate when considering the bank's relatively more limited access to the capital markets given its private ownership and the bank's relatively high exposure to the consumer through its credit card book. FNNI's liquidity and funding profile remains solid and supportive of rating action. The company's loan to deposit ratio of 90% is slightly stronger than peer averages and the company maintains minimal wholesale funding levels. The funding profile is supported by the company's leading market share in the state of Nebraska and parts of Colorado and Illinois where it operates. Fitch notes the company's deposit costs rose only 5 bps year-over-year as of 3Q17 despite several Federal Reserve interest rate increases, while the company saw 6% overall deposit growth. Fitch believes the company's funding costs will continue to be advantageous and supportive of margin expansion in a rising rate environment. SUBORDINATED DEBT FNNI's subordinated debt is notched one level below its VR for loss severity. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of First National Bank of Omaha are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY FNNI's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR FNNI has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs and VR Fitch believes FNNI's ratings are at the high end of their potential range following action and further upside is unlikely given the company's sizable credit card exposure. While unlikely given upgrade, negative rating pressure could occur should the company's asset quality deteriorate beyond peers with significant credit card portfolios. Negative pressure could also develop should the company's profitability fall materially below the peer median over a six quarter period. Fitch expects that following the share repurchase transaction in 3Q17 capital ratios will incrementally increase over the next several quarters. If capital ratios instead decline from current levels, negative rating action would become likely. SUBORDINATED DEBT The ratings for FNNI and its operating companies' subordinated debt are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to FNNI's Long- and Short-term IDR. HOLDING COMPANY Should FNNI's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since FNNI's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has taken the following rating actions: First National of Nebraska, Inc. -- Long-Term IDR upgraded to 'BBB' from 'BBB-'; Stable Outlook -- Viability rating upgraded to 'bbb' from 'bbb-'; -- Short-Term IDR upgraded to 'F2' from 'F3'; -- Support Rating affirmed at '5'; -- Support Rating Floor affirmed at 'NF'. First National Bank of Omaha -- Long-Term IDR upgraded to 'BBB' from 'BBB-'; Stable Outlook -- Viability rating upgraded to 'bbb' from 'bbb-'; -- Long-term deposits upgraded to 'BBB+' from 'BBB'; -- Short-term deposits affirmed at 'F2'; -- Short-Term IDR upgraded to 'F2' from 'F3'; -- Subordinated debt upgraded to 'BBB-' from 'BB+'; -- Support Rating affirmed at '5'; -- Support Rating Floor affirmed at 'NF'. FIRSTENERGY SOLUTIONS: Fitch Affirms 'CC' Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed FirstEnergy Corporation's (FE) ratings, including its 'BBB-' Issuer Default Rating (IDR), and the IDRs and issuer ratings of its subsidiaries. In addition, Fitch assigns first-time long- and short-term Issuer Default Ratings of 'BBB' and 'F3', respectively, to Mid-Atlantic Interstate Transmission, LLC (MAIT). The Rating Outlook is Stable for FE and its subsidiaries. The affirmation reflects FE's strategic focus on its core, relatively low-risk electric distribution and transmission businesses; constructive rate regulation; anticipated exit from competitive generation markets; and strong parent-subsidiary rating linkage. Fitch assumes the sale of Allegheny Energy Supply (AE Supply) generating assets and transfer of the 1,300MW Pleasants super critical coal fired generating facility to Monongahela Power Company (MP) will be completed by the end of the first quarter of 2018. Fitch expects FirstEnergy Solutions (FES) to file for bankruptcy protection by the end of the first quarter of 2018 and could file a pre-packaged restructuring in bankruptcy sooner. It is Fitch understanding that negotiations between FES and its creditors are continuing. Fitch expects a Federal Energy Regulatory Commission (FERC) decision in the commission's pending wholesale electricity market resiliency review, and Ohio and Pennsylvania nuclear plant legislation could meaningfully impact the value of FES assets in a restructuring scenario. In its analysis Fitch assumes $700 million to settle claims in a contentious FES bankruptcy scenario in addition to other expenses and drawdown by FES of its $500 million secured credit agreement provided by FE. Fitch estimates FE debt-to-EBITDAR of 4.3x and 4.4x in 2018 and 2019, respectively. MAIT's ratings reflect the transmission utility's relatively low business risk profile, constructive regulation, large capital investment program and projected FFO-adjusted leverage of 3.8x in 2018 and 4.0x in 2019. MAIT has reached a settlement agreement in its formula-based rate case at FERC. A final FERC decision is expected around year-end. KEY RATING DRIVERS Utility-Only Strategy: The ratings and Stable Rating Outlook consider FE's strategy to become a fully regulated utility holding company, exiting its competitive energy business by mid-2018. FE's competitive business has struggled for years with the prolonged downturn in power prices, which reflect a surfeit of natural gas supply driven by advances in drilling technology, strong reserve margins and sluggish residential demand. Low natural gas and power prices are expected to continue to pressure margins and cash flows at FE's merchant operations, a trend underscored by lower rest-of-RTO prices in the most recent PJM Interconnect, LLC capacity auction. With prospects low for a meaningful rebound in power prices in the near to intermediate term, FE has decided to exit this underperforming business segment to focus on regulated growth opportunities. Rating Linkage: While FE's rated subsidiaries access capital markets independently, they have strong strategic, legal and operational links to their corporate parent. Subsidiary funding is facilitated via sub-limits under FE's fully committed bank facilities, and its subsidiary companies participate in separate utility and competitive segment money pools. These factors underscore the relatively strong parent-subsidiary linkage throughout the FE corporate family. As a result, Fitch generally limits notching between FE and its stronger regulated utility and transmission subsidiary IDRs to one notch. The multi-notch differential between FE and its rated nonutility subsidiaries is a function of FE's strategic decision to exit its competitive energy business and its refusal to infuse additional equity. Credit Supportive Restructuring: FE is seeking to maximize the value of the competitive energy supply business through legislative and regulatory means in Ohio, Pennsylvania and West Virginia. If FE's competitive generation assets cannot be sold, a restructuring of its competitive business in bankruptcy is likely to be triggered by approximately $500 million of maturing or putable FES debt in 2018 or other factors. FES is in discussions with creditors that could lead to a pre-packaged restructuring in bankruptcy. Divestiture of FE's competitive segment through asset sales, plant closures, reregulation or restructuring in bankruptcy resulting in permanent separation of the competitive business would result in a meaningfully improved business risk profile for consolidated FE and is credit supportive. FE's ratings and Stable Outlook also reflect Fitch's expectations for new equity issuance of at least $1.8 billion 2017-2019 and credit supportive final decisions in Ohio, New Jersey and Pennsylvania base rate cases. Fitch estimates FE 2018 and 2019 debt/EBITDAR will approximate 4.3x and 4.4x, respectively, and FFO-adjusted leverage is expected to improve from 7.3x in 2018 to 5.2x in 2019, excluding FES. The 2018 spike in FFO-adjusted leverage to 7.3x reflects non-recurring FES restructuring charges of $1.5 billion. Restructuring Initiatives Underway: In December 2016, FE announced several initiatives to facilitate the rationalization of its competitive generation business. These initiatives include renegotiated bank facilities, covenant modifications and changes in FES's board of directors. In addition, FE increased the size of its corporate bank facility to $4 billion from $3.5 billion under its previous revolving credit facility and terminated FES's and Allegheny Energy Supply's (Supply) credit facilities. FE will provide a two-year $700 million secured revolving credit ($500 million) and surety credit support facility ($200 million) to FES as borrower and FirstEnergy Generation (FG) and FirstEnergy Nuclear Generation (NG) as guarantors. Focus on Regulated Growth: Fitch views FE's focus on improving its regulated utility and transmission returns while investing significant capital in these assets and exiting its competitive business as credit supportive. Distribution utility capex is estimated at $1.3 billion per year through 2019. In addition, FE is targeting $3.2 billion - $4.8 billion of investment in its regulated transmission business in 2018-2021. Fitch's concerns regarding FE's large capex program are mitigated by perceived improvement in regulation across the company's service territory as evidenced by constructive outcomes in New Jersey, Ohio, Pennsylvania and West Virginia in recent years. Management is positioning FE's regulated operations to provide earnings per share growth of 5%-7%. MAIT Rate Case Update: In October 2017, MAIT filed a settlement agreement with FERC in its formula transmission rate proceeding. Signatories to the agreement include the Pennsylvania Public Utility Commission, the Pennsylvania Office of Consumer Advocate, Exelon and IMG Midstream, among others. The settlement, if approved by the commission, would establish a formula-based rate template, incorporate a 10.3% authorized return on equity (9.8% base plus RTO participation adder of 0.50%) and 50% equity - 50% debt hypothetical capital structure for 2017 and 2018 and a 60% equity ceiling for 2019 - 2021. The 60% equity ceiling will remain in effect until changed through a subsequent rate case filing. Under the terms of the settlement, no party to the settlement, including MAIT, may file for a change in ROE or capital structure until Dec. 31, 2021. A final FERC decision is expected to be issued around year-end. DOE NOPR: In September 2017, the Department of Energy (DOE) requested that FERC issue a rule in 60 days requiring grid operators to allow full cost recovery for generators with at least a 90-day fuel supply that are not subject to cost-of-service regulation. It appears that the directive would re-regulate large swaths of the competitive U.S. generation market ostensibly to enhance grid reliability by avoiding closure of uneconomic nuclear and coal-fired generation. Fitch believes FES would benefit from such a rule, which could meaningfully enhance the value of its generating assets. FERC's response to the unusual interagency initiative and prospects for ultimate implementation of such a rule is highly uncertain. Incoming FERC commissioner McIntyre's recent request for a 30-day extension to respond to the DOE Notice of Proposed Rulemaking (NOPR) was granted by the DOE. A FERC ruling is expected by Jan. 10, 2018. If FE's competitive generation assets cannot be sold, a restructuring of its competitive business in bankruptcy is likely. A key concern in an FES bankruptcy is the ability of creditors to clawback value from FE. Fitch's base rating case assumes $1.5 billion of costs associated with an FES bankruptcy. Legislative/Regulatory Initiatives: FE's strategy to maximize the value of FES's primarily coal and nuclear generation through legislative and regulatory means while negotiating possible plant sales to third parties has encountered headwinds. Legislative efforts in Ohio to provide economic support to nuclear generation threatened by low power and natural gas prices have stalled and progress in Pennsylvania on the issue of nuclear subsidies has been slow with enactment of legislation uncertain. Power Prices: FES's weak credit profile reflects the prolonged downturn in U.S. power prices driven by burgeoning natural gas supply, strong reserve margins, proliferation of renewable energy and sluggish demand. A meaningful reversal in power prices seems unlikely in light of these factors, and Fitch expects low power prices will continue to constrain FES's margins and cash flow. Weak PJM Interconnection, L.L.C.'s base residual auction capacity prices will pressure post-2018 credit metrics. Moreover, FES's ability to hedge generation with forward kilowatt-hour sales is challenged by significantly higher collateral requirements, increasing FES's exposure to volatile spot market prices for wholesale power. High Leverage: Fitch's ratings consider FE's high leverage on both a consolidated and parent-only basis. As of June 30, 2017, FE's consolidated adjusted debt totalled $23.4 billion. Parent-only FE long-term debt at the end of second-quarter 2017 was $7.5 billion, representing 32% of total adjusted debt at consolidated FE. Debt/EBITDAR was 5.0x in 2016 and is estimated by Fitch to improve to 4.3x - 4.4x during 2018-2020 with divestiture of its commodity exposed business. Recovery Analysis: The individual security ratings at FES, Supply and Allegheny Generating Co. are notched above or below their respective IDRs as a result of the power companies' relative recovery prospects in a default scenario. Fitch values the power generation assets for each entity using a net present value (NPV) analysis. Generation asset NPVs in Fitch's analysis vary based on future gas price assumptions and other variables, such as the discount rate and heat rate and Fitch may further adjust these estimates to reflect prevailing market conditions. In its analysis, Fitch uses plant valuations provided by third-party power market consultant, Wood Mackenzie, as well as Fitch's own gas price deck and other assumptions regarding prevailing market conditions. Fitch's NPV analysis values FES's generating assets at $248 per kilowatt (kw), AE Supply's generating assets at $287/kw and AGC's at $312/kw, on average. Among other things, Fitch's analysis assumes Henry Hub natural gas price realizations of $3.00 per billion cubic feet (Bcf) in 2018 and 2019 increasing to $3.25 per Bcf in 2020. DERIVATION SUMMARY FE's 'BBB-' IDR is lower than peers Duke Energy (DUK, BBB+/Negative); Exelon Corporation (EXC, BBB/Stable) and American Electric Power (AEP, BBB+/Stable), reflecting FE's relatively high consolidated and parent-only leverage and uncertainty associated with its competitive generation business. FE and its peers, EXC, DUK and AEP, provide electric utility service across several state jurisdictions through operating utility subsidiaries with generally supportive regulation and low business risk profiles. FE, similar to AEP, is focused on exiting the merchant generation business and maximizing regulated returns. FE is rated one notch lower and is commensurately more highly levered than either EXC, which continues to operate a large commodity exposed generation business, or AEP on an FFO-adjusted or debt/EBITDAR basis. FE's FFO-adjusted and EBITDA leverage ratios of 5.1x and 5.3x compare favorably with DUK's 5.9x and 5.3x, respectively, for the TTM ended June 30, 2017. Successful exit from the competitive generation business and focus on its core utility business would meaningfully improve FE's consolidated business risk profile relative to its peers. FirstEnergy Solutions' credit profile is weak relative its peers. Unlike Calpine's well diversified generating base, FES's primarily nuclear- and coal-fueled generating facilities are located exclusively in PJM Interconnection LLC and lack geographic diversity. Exelon Generation Co.'s (Exgen, BBB/Stable) and PSEG Power LLC's (Power, BBB+/Negative) operations are similarly concentrated geographically and have meaningful exposure to nuclear and/or coal generation. However, both Exgen and Power have lower leverage compared to FES. For the TTM ended June 30, 2017, Exgen's FFO-adjusted leverage was 2.5x and Power's 1.8x. CPN's FFO-adjusted leverage was weaker than FES's at 6.7x. However, Fitch expects FES's post-2017 credit metrics to erode meaningfully. As a result of strong parent-subsidiary linkage throughout the FE corporate family, Fitch generally limits notching between FE and its stronger regulated utility and transmission subsidiary IDRs to one notch. The multi-notch differential between FE and its rated non-utility subsidiaries is a function of FE's strategic decision to exit its competitive energy business and its refusal to infuse additional equity. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Exit from FE's commodity exposed business by the end of the first half of 2018 and FES bankruptcy-related cash obligations of approximately $1.5 billion including drawdown of FE's $500 million revolver with FES and settlement of bankruptcy related and other obligations. -- Issuance of at least $1.8 billion of new equity 2017 - 2019. -- No meaningful benefit to FE/FES from legislative/regulatory initiatives, including Department of Energy's grid resiliency notice of proposed rulemaking under consideration at FERC. -- Continuation of generally constructive jurisdictional regulatory trends at the state and federal levels. -- Our projections reflect base rate increases in Ohio in 2016 and Pennsylvania in early 2017 and assume no state jurisdictional base rate changes through 2020. FE's Ohio utilities are precluded from filing a base rate case through May 2024. In Pennsylvania, FE's last base rate case order included a stay-out until Jan. 2019. -- Utility sales growth of 0.5% at FE's core utility business. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action for FE include: -- Rating upgrades are not anticipated in the near term. However, continued rate base growth along with constructive regulatory outcomes and successful exit from its merchant generation business could result in future credit upgrades in the intermediate to long term. These factors along with secular improvement in debt to EBITDAR and FFO-adjusted leverage to better than 4x and 5x, respectively, could lead to credit rating upgrades. Future developments that may, individually or collectively, lead to a negative rating action at FE include: -- Larger than expected exposure to creditor clawbacks in a FES bankruptcy scenario could result in credit rating downgrades. -- Inability of FE to exit the competitive generation business consistent with management's strategic focus on its core regulated utility and transmission operations. -- Significant deterioration in regulatory compacts across FE's six-state service territory could result in credit rating downgrades. -- These or other factors resulting in sustained debt to EBITDAR leverage of greater than 5.0x and FFO-adjusted leverage of greater than 6.0x than could lead to future credit rating downgrades at FE. Future developments that may, individually or collectively, lead to a positive rating action for FES, NG and FG include: -- Credit rating upgrades are not likely ahead of evolving restructuring and other challenges. Future developments that may, individually or collectively, lead to a negative rating action at FES, NG and FG include: -- A bankruptcy filing at FES, NG and FG. -- Increased cash calls related to pending maturities, collateral requirements or other unanticipated developments. -- Inability to execute regulatory/legislative initiatives to enhance the ultimate value realized for generating assets to be divested. -- Issuance of incremental first lien debt could result in downgrades to senior unsecured obligations . Future developments that may, individually or collectively, lead to a positive rating action for Supply and AG include: -- A sharp, sustained increase in power prices resulting in meaningful improvement in Supply's debt to EBITDAR sustaining below 6.0x. Future developments that may, individually or collectively, lead to a negative rating action at Supply and AG include: -- Weaker power prices or prolonged major plant outage(s). -- Inability to divest assets at reasonable price levels. -- Sustained debt to EBITDAR of significantly more than 6.5x. Future developments that may, individually or collectively, lead to a positive rating action for OE, CEI and TE include: -- A credit rating upgrade at the utilities' corporate parent, FE, would likely trigger future credit rating upgrades at OE, CEI and TE along with debt-to-EBITDAR of better than 3.6x. Future developments that may, individually or collectively, lead to a negative rating action at OE, CEI and TE include: -- Significant deterioration in the Ohio regulatory compact, capex cost overruns, disallowances or other unanticipated factors leading to a secular weakening of debt-to-EBITDAR at OE, CEI or TE to 4.1x or greater. Future developments that may, individually or collectively, lead to a positive rating action for ME, PN, WP and PP include: -- A credit rating upgrade at the utilities' corporate parent, FE, would likely trigger future credit rating upgrades at ME, PN, WP and PP along with sustained debt-to-EBITDAR of better than 3.6x. Future developments that may, individually or collectively, lead to a negative rating action at ME, PN, WP and PP include: - Significant deterioration in the Pennsylvania regulatory compact, capex cost overruns, disallowances or other unanticipated factors leading to a secular weakening of debt- to-EBITDAR at ME, PN, WP and PP to 4.1x or greater. Future developments that may, individually or collectively, lead to a positive rating action for JCP&L include: -- Improvement in JCP&L's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at JCP&L include: -- Deterioration in the New Jersey regulatory compact or disruptive events such as storm activity that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for MP include: -- Improvement in MP's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes in West Virginia, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at MP include: -- Deterioration in the regulatory compact in West Virginia or disruptive events such as storm activity or prolonged major plant outages that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for PE include: -- Improvement in PE's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes in West Virginia and Maryland, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at PE include: -- Deterioration in the regulatory compact in West Virginia and Maryland or disruptive events such as storm activity that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for FET include: -- Improved margins resulting in debt to EBITDAR sustaining at levels lower than 3.8x. Future developments that may, individually or collectively, lead to a negative rating action at FET include: -- Deterioration in the regulatory compact or other factors that would cause debt to EBITDAR to sustain above 4.4x beyond 2019 Future developments that may, individually or collectively, lead to a positive rating action for, ATSI, MAIT and TrAIL include: -- An upgrade at FE along with sustained debt to EBITDAR of 3.6x or better. Future developments that may, individually or collectively, lead to a negative rating action at ATSI, MAIT and TrAIL include: -- Margin pressure due to cost overruns or other factors including unexpected deterioration resulting in sustained debt to EBITDAR of 4.1x. LIQUIDITY FE's consolidated liquidity position is solid. FE had approximately $4.9 billion of total consolidated liquidity as of June 30, 2017, including $114 million of cash and cash equivalents and unused borrowing capacity under its total $5 billion of committed revolving credit facilities. In December 2016 FE increased the size of its corporate bank facility to $4 billion from $3.5 billion under its previous revolving credit facility and terminated FES's and Allegheny Energy Supply's (Supply) credit facilities. In addition, FirstEnergy Transmission, LLC (FET) has a $1 billion revolving credit facility. FE's and FET's revolving credit facilities are scheduled to terminate on Dec. 6, 2021. FE also provides a two-year $700 million secured revolving credit ($500 million) and surety credit support facility ($200 million) to FES as borrower and FG and NG as guarantors. FE's utility subsidiaries rely on sub-limits under FE's $4 billion revolving credit agreement to meet their liquidity requirements and FET's transmission subsidiaries also have borrowing sub-limits under FET's $1 billion revolving credit facility. FE's integrated and distribution utility and transmission operating subsidiaries also participate in FE's corporate utility money pool to meet their short-term working capital requirements. A separate money pool is available for FE's competitive businesses and includes FES and its subsidiaries (FirstEnergy Nuclear Generation, LLC and FirstEnergy Generation, LLC), Allegheny Energy Supply, LLC, Allegheny Generating Company and FE's intermediate transmission holding company, FirstEnergy Transmission. As of June 30, 2017 FES had $173 million borrowed under FE's unregulated money pool. FE's consolidated debt leverage is high, with total debt approximating $23 billion on a consolidated basis, including parent-only long-term debt of $7.5 billion as of June 30, 2017. Consolidated FE FFO-adjusted leverage was 5.1x for the TTM June 30, 2017. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: FirstEnergy Corp. -- Long-Term IDR at 'BBB-'; -- Senior unsecured notes at 'BBB-'. -- Short-term IDR at 'F3'. The Rating Outlook is Stable. FirstEnergy Solutions Corp. -- Long-Term IDR at 'CC'; -- Senior unsecured notes at 'C/RR5'. FirstEnergy Generation LLC -- Long-Term IDR at 'CC' -- Senior secured pollution control notes at 'CCC+/RR1'; -- Senior unsecured pollution control notes at 'C/RR5'; -- Bruce Mansfield sale-leaseback certificates at 'C/RR5'. FirstEnergy Nuclear Generation -- Long-Term IDR at 'CC'; -- Senior secured pollution control notes at 'CCC+/RR1'; -- Senior unsecured pollution control notes at 'C/RR5'. Allegheny Energy Supply Company, LLC -- Long-Term IDR at 'B', -- Senior secured pollution control notes at 'BB/RR1'; -- Senior unsecured notes at 'BB-/RR2'. The Rating Outlook is Stable. Allegheny Generating Company -- Long-Term IDR 'B+', -- Senior unsecured notes 'BB'/RR2'. The Rating Outlook is Stable. Ohio Edison Company -- Long-Term IDR 'BBB, -- First mortgage bonds 'A-'; -- Senior unsecured notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. The Cleveland Electric Illuminating Company -- Long-Term IDR 'BBB', -- First mortgage bonds 'A-'; -- Senior secured notes 'A-'; -- Senior notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. The Toledo Edison Company -- Long-Term IDR 'BBB', -- Senior secured notes 'A-'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Pennsylvania Power Company -- Long-Term IDR 'BBB',; -- First mortgage bonds 'A-'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. West Penn Power Co. -- Long-Term IDR 'BBB', -- First mortgage bonds 'A-'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Pennsylvania Electric Company -- Long-Term IDR 'BBB', -- Senior notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Metropolitan Edison Company -- Long-Term IDR 'BBB', -- Senior notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Jersey Central Power and Light Company -- Long-Term IDR 'BBB-', -- Senior notes 'BBB'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Monongahela Power Company -- Long-Term IDR 'BBB-', -- First mortgage bonds 'BBB+'; -- Senior secured pollution control notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Potomac Edison Co. -- Long-Term IDR 'BBB-', -- First mortgage bonds 'BBB+'; -- Short-Term IDR 'F3'. FirstEnergy Transmission, LLC -- Long-Term IDR 'BBB-', -- Senior unsecured notes 'BBB-'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. American Transmission Systems, Incorporated -- Long-Term IDR 'BBB', -- Senior unsecured notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Trans-Allegheny Interstate Line Company -- Long-Term IDR 'BBB', -- Senior unsecured notes 'BBB+'; -- Short-Term IDR 'F3'. The Rating Outlook is Stable. Fitch has assigned the following first time ratings: Mid-Atlantic Interstate Transmission, LLC Long-Term IDR 'BBB'; Short-Term IDR 'F3'. The Rating Outlook is Stable. FISHERMAN'S PIER: DOJ Watchdog Seeks Chapter 11 Trustee Appointment ------------------------------------------------------------------- Guy G. Gebhardt, Acting United States Trustee for Region 21, asks the U.S. Bankruptcy Court for the Middle District of Florida, on an expedited basis, to enter an order directing the appointment of a Chapter 11 Trustee in the case of Fisherman's Pier, Inc. On Oct. 27, 2017, Spiro Marchelos, one of the Debtor's shareholders, filed an emergency motion to dismiss the instant case as a bad faith filing. The hearing is currently scheduled for an evidentiary hearing on Dec. 12, 2017. After the initial first-day hearings and the 341 meeting of creditors, it has become clear that this case involves solely, or in most part, a shareholder dispute. The record in this case, both at the hearings, and the in the pleadings filed, support that. Under the facts of the instant case, a Chapter 11 Trustee is the only appropriate party to lead this case, as the Debtor requires an independent fiduciary to guide this case through the Chapter 11 that is otherwise not the current management or shareholders of the Debtor. It is clear that the case will benefit from a third party fiduciary to resolve the shareholder dispute and to take this case through Confirmation. The appointment of a Chapter 11 Trustee would also be in the best interests of creditors and the estate, as evidenced by the facts and the record in this case. The U.S. Trustee requests that the notice be shortened and that an expedited hearing be scheduled for Dec. 12, 2017, so that it can be heard at the same time as the motion to dismiss. A copy of the U.S. Trustee's Request is available at: http://bankrupt.com/misc/flsb17-22819-100.pdf About Fisherman's Pier Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale, Florida, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. Martha Marchelos, its president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Raymond B. Ray presides over the case. John A. Moffa, Esq., at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy counsel. FLEG EAGLE: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Fleg Eagle Rd, LLC dba Pinnacle Sports Grill 2902 N. Eagle Rd Meridian, ID 83646 Business Description: Fleg Eagle Rd, LLC operates the Pinnacle Sports Grill bar and restaurant based in Meridian, Idaho. Chapter 11 Petition Date: December 18, 2017 Case No.: 17-01673 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Hon. Jim D Pappas Debtor's Counsel: Patrick John Geile, Esq. FOLEY FREEMAN, PLLC PO Box 10 Meridian, ID 83680 Tel: (208) 888-9111 Fax: (208) 888-5130 E-mail: pgeile@foleyfreeman.com rboyle@foleyfreeman.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nicolas W. Clare, owner. A full-text copy of the petition, along with a list of 18 largest unsecured creditors, is available for free at http://bankrupt.com/misc/idb17-01673.pdf FLOYD E. SQUIRES: Court Amends Memo on Notice of Bid to Use Cash ---------------------------------------------------------------- Judge William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California issued an amended memorandum regarding the notice of motion to use cash collateral filed by Debtor Floyd E. Squires, III. On Nov. 30, 2017, the Debtor filed a Motion to Use Cash Collateral. On the same day, the Debtor filed a Notice of Hearing (Preliminary) on Motion for a hearing set on Dec. 8, 2017 at 10:00 a.m. It does not appear to the Court that the 20 largest unsecured creditors were given notice of the hearing pursuant to Federal Rule of Bankruptcy Procedure 4001(b)(1)(C). The Court instructs that the Debtor should either be prepared at the hearing to explain this or act swiftly to serve such creditors. The bankruptcy case is in re: Floyd E. Squires III, Chapter 11, Debtor, Case No. 17-10828 (Bankr. N.D. Cal.). A copy of the Court's Amended Memorandum dated Dec. 6, 2017 is available at https://is.gd/XVN6Fn from Leagle.com. Floyd E. Squires, III, Debtor, represented by David N. Chandler, Law Offices of David N. Chandler — DChandler1747@yahoo.com Office of the U.S. Trustee/SR, U.S. Trustee, represented by Jared A. Day, Office of the United States Trustee. Floyd E. Squires, III, and Betty J. Squires filed for chapter 11 protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017, and are represented by David N. Chandler, Esq. of the Law Offices of David N. Chandler. FM 544 PARK: Hires Goodrich Postnikoff as Counsel ------------------------------------------------- FM 544 Park Vista Ltd., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Goodrich Postnikoff & Associates, LLP, as counsel to the Debtor. FM 544 Park requires Goodrich Postnikoff to: a. advise the Debtor with respect to the rights, powers and duties as Debtor continued to operate and manage the businesses and properties of the Debtor; b. advise the Debtor concerning, and assist in the negotiation and documentation of, agreements, debt restructuring, and related transactions; c. monitor transactions proposed by the parties in interest during the course of the bankruptcy case, and advise the Debtor regarding the same; d. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; e. advise the Debtor concerning the actions that might be taken to collect and to recover property for the benefit of the Debtor's estate; f. review and monitor the Debtor's ongoing business; g. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices and other documents, and review all financial and other reports to be filed in the Chapter 11 case; h. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices and other papers that may be filed and served in the Chapter 11 case; i. advise the Debtor in connection with any suggested or proposed plans of reorganization; j. counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization; and k. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 case. Goodrich Postnikoff will be paid at these hourly rates: Partners $275-$375 Associates $200 Paraprofessionals $90 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph F. Postnikoff, a partner of Goodrich Postnikoff & Associates, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Goodrich Postnikoff can be reached at: Joseph F. Postnikoff, Esq. GOODRICH POSTNIKOFF & ASSOCIATES, LLP 801 Cherry, Suite 1010 Fort Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 E-mail: jpostnikoff@gpalaw.com About FM 544 Park Vista Ltd FM 544 Park Vista Ltd., based in Addison, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on November 7, 2017. The Hon. Stacey G. Jernigan presides over the case. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Richard Shaw, its manager. FORTRESS TRANSPORTATION: S&P Affirms B+ Notes Rating AmidAdd-On --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issue-level rating on New York-based Fortress Transportation and Infrastructure Investors LLC's senior unsecured notes following the company's announcement of a proposed $75 million add-on. The '2' recovery rating remains unchanged, indicating S&P's expectation that lenders would receive substantial (70%-90%; rounded estimate: 85%) recovery of their principal in the event of a payment default. The add-on will feature the same terms as the existing notes, which have an interest rate of 6.75% and mature on March 15, 2022. The company will use the proceeds from the add-on for general corporate purposes, including to fund future investments. RATINGS LIST Fortress Transportation and Infrastructure Investors LLC Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Fortress Transportation and Infrastructure Investors LLC Senior Unsecured B+ Recovery Rating 2(85%) GARDEN OF EDEN: Plan Filing Period Extended Through December 26 --------------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York, at the behest of Garden of Eden Enterprises, Inc. and its affiliates, has extended the period during which the Debtors will have the exclusive right to file a Plan to December 26, 2017, as well as the period during which the Debtors will have the exclusive right to solicit acceptances to a Plan to February 20, 2018. The Troubled Company Reporter has previously reported that the Debtors sought an extension of the Exclusive Periods to provide them ample time to negotiate with their respective landlords so as to enable them to formulate a plan of reorganization. The Debtors related that since the Petition Date, they have been evaluating their store sales and the costs to support each store location. Enterprises, Broadway and Gourmet filed a Motion to Assume their respective leases which is currently scheduled to be heard by the Court on November 9, 2017. Broadway and Gourmet believed that if they are able to finalize rent modifications and/or extensions of their respective lease terms and negotiate payment terms with respect to the pre-petition cure amounts due and owing to their respective landlords, they will be in a position to negotiate and formulate a plan of reorganization with its secured creditors, along with the Committee. Simultaneously, the Debtors have been negotiating with Noah Bank, American Express and the Committee with regard to their respective claims in the Debtors' estates. As such, the Debtors needed the opportunity to continue with these discussions to enable them the opportunity to reach a consensual plan of reorganization. About Garden of Eden Enterprises Garden of Eden Enterprises, Inc., Broadway Specialty Food, Inc., Coskun Brothers Specialty, and Garden of Eden Gourmet Inc. filed Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-12488, 16-12490, 16-12491, 16-12492, respectively) on Aug. 29, 2016. The petitions were signed by Mustafa Coskun, president. The cases are assigned to Judge James L. Garrity Jr. Doing business as Garden of Eden, the Debtors operate three upscale full-service specialty-food retail stores at leased premises in New York. Garden of Eden Enterprises is the parent operating company of the Debtors, and maintains its place of business at 720 Anderson Avenue, Cliffside Park, New Jersey 07010. Clifford A. Katz, Esq., and Scott K. Levine, Esq., of Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, serve as counsel to the Debtors. The Debtors disclosed $8.05 million in assets and $8.29 million in liabilities. U.S. Trustee William K. Harrington on Sept. 15, 2016, appointed three creditors to serve on the official committee of unsecured creditors. The Committee retained Sullivan & Worcester LLP as counsel. GAWKER MEDIA: Sale Order Bars Any Claims Against Gizmodo -------------------------------------------------------- Debtors Gawker Media LLC and affiliates sold substantially all of their assets to Gizmodo Media Group LLC free and clear of all liens, claims, interests and encumbrances. Prior to the sale, Gawker had published an article on one of its websites that allegedly defamed Pregame LLC and Randall James Busack ("Plaintiffs"). After the sale, the Plaintiffs brought an action in New York State Court against Gizmodo and Ryan Goldberg, the author of the Article. In response, Gizmodo filed a motion to bar the state court action on the ground that it violated the sale order. Upon analysis, Bankruptcy Judge Stuart M. Bernstein grants in part and denies in part Gizmodo's motion. The Plaintiffs implicitly concede that the Sale Order bars any claims based on pre-sale conduct. They argue that "[t]he Complaint on its face only seeks relief for postsale conduct, and thus the Sale Order is not implicated." The Court opines that the argument is disingenuous. The Complaint opens with the proclamation that "t]his action by plaintiffs . . . arises out of the publication of numerous false and defamatory statements about Plaintiffs by defendant Ryan Goldberg on Deadspin.com, which is owned and operated by Gizmodo []." The "publication" refers to the initial posting of the Article on June 23, 2016. The vast majority of the allegations discuss the publication of the Article and the immediate aftermath and do not mention the Sale Order. The Sale Order bars the claims arising from the pre-sale publication of the Article. Under New York's single publication rule, "the publication of a defamatory statement in a single issue of a newspaper, or a single issue of a magazine, although such publication consists of thousands of copies widely distributed, is, in legal effect, one publication which gives rise to one cause of action and . . . the applicable Statute of Limitation runs from the date of that publication." The same rule applies to postings on the Internet. Accordingly, only one cause of action accrues on the date of the initial publication. Moreover, the plaintiff cannot plead around the one-year statute of limitations by recasting his defamation claim under a different name or theory. Thus, the single publication rule governs all claims arising from the publication when their essence is defamation. To avoid the prohibition imposed by the single publication rule, the pleading must allege facts that the defendant republished the defamatory material, but republication does not occur merely by maintaining the information on the website. As the Plaintiffs implicitly concede, the Sale Order bars any claims against Gizmodo arising from the publication of the allegedly defamatory Article on June 23, 2016. Accordingly, the Plaintiffs are enjoined from asserting those claims in state court. Gawker also asks the Court to reject any post-sale claims because the Complaint, it says, does not allege a legally sufficient republication claim. The Court declines the invitation. Whether the Complaint alleges a legally sufficient post-sale claim against Gizmodo based on republication or some other theory is an issue best left to the state court presiding over the action. A full-text copy of Judge Bernstein's Memorandum Decision dated Dec. 12, 2017 is available at: http://bankrupt.com/misc/nysb16-11700-1063.pdf Counsel to Gizmodo Media Group, LLC: Peter M. Gilhuly, Esq. Adam E. Malesta, Esq. Shawn P. Hansen, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue Los Angeles, California 90071 peter.gilhuly@lw.com adam.malatesta@lw.com shawn.hansen@lw.com -and- Thomas G. Henthoff, Esq. WILLIAMS & CONNOLLY LLP 725 Twelfth Street, N.W. Washington, D.C. 20005 thenthoff@wc.com Counsel to Pregame LLC and Randall James Busack: Jonathan L. Flaxer, Esq. Michael S. Weinstein, Esq. S. Preston Ricardo, Esq. GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP 711 Third Avenue New York, New York 10017 jflaxer@golenbock.com mweinstein@golenbock.com pricardo@golenbock.com Counsel to the Plan Administrator for the Debtors: Gregg M. Galardi, Esq. Joshua Y. Sturm, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Gregg.Galardi@ropesgray.com Joshua.Sturm@ropesgray.com Counsel to Amici Curiae Society of Professional Journalists, Reporters Committee for Freedom of the Press and 19 Other Media Organizations: Bruce W. Sanford, Esq. Mark I. Bailen, Esq. Andrew M. Grossman, Esq. Michael A. Sabella, Esq. BAKER & HOSTETLER LLP Washington Square, Suite 1100 1050 Connecticut Avenue, N.W. bsanford@bakerlaw.com mbailen@bakerlaw.com agrossman@bakerlaw.com msabella@bakerlaw.com About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea, popularly known as Hulk Hogan. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc., and Budapest, Hungary-based Kinja, Kft., filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy on Aug. 1, 2016, to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. The U.S. Trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GREEN CUBE: Hires Gusrae Kaplan as Litigation Counsel ----------------------------------------------------- Green Cube Cafe, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Gusrae Kaplan Nusbaum, PLLC, as special litigation counsel to the Debtors. Green Cube requires Gusrae Kaplan to: a. analyze and determine the Debtors' legal arguments concerning a potential legal malpractice claim; b. draft, file and prosecute a potential legal malpractice complaint; c. provide advice regarding basis for potential settlement of the alleged legal malpractice claim; and d. advise the Debtors of their rights in connection with the foregoing. Gusrae Kaplan will be paid at these hourly rates: Partners $500 Associates $175-$300 Paralegals $100 Gusrae Kaplan was paid a $49,689 retainer from Lung Chen, the managing member of the Debtors. Gusrae Kaplan will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan Whalen, member of Gusrae Kaplan Nusbaum, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gusrae Kaplan can be reached at: Ryan Whalen, Esq. GUSRAE KAPLAN NUSBAUM, PLLC 81 Main Street, Suite 215 White Plains, NY 10601 Tel: (212) 269-1400 About Green Cube Cafe, Inc. Green Cube Cafe Inc. is a fast food company that serves fresh and natural ingredients. It offers salads, smoothies, soups, yogurts and gourmet cafe and bakery items. The Debtor has locations at Cross County Shopping Center, Yonkers, New York; Jefferson Valley Mall, Yorktown Heights, New York; Queens Center Mall, Elmhurst, New York; Green Acres Mall, Valley Stream, New York; 3 Purdy Avenue, Rye, New York; and Danbury Fair Mall, Danbury, Connecticut. Green Cube Cafe and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 17-23751) on November 15, 2017. Lung Chen, its president, signed the petitions. The Debtors hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as legal counsel, and Gusrae Kaplan Nusbaum, PLLC, as special litigation counsel. At the time of the filing, Green Cube Cafe disclosed that it had estimated assets and liabilities of less than $50,000. Judge Robert D. Drain presides over the cases. GREENWAY LLC: Taps Pila Law Group as Bankruptcy Counsel ------------------------------------------------------- Greenway LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire the law firm of Tomas A. Pila as Chapter 11 counsel. Professional services that the attorney will render are: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Tomas A. Pila, Esq. attests that neither he nor the firm represent any interest adverse to the Debtor, or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The attorney can be reached through: Tomas A. Pila, Esq. PILA LAW GROUP, LLC 3191 Coral Way, Suite 401 Miami, FL 33145 Phone: 305-774-6300 Email: pilalaw@bellsouth.net About Greenway LLC Based in Miami, Florida, Greenway, LLC, a single asset real estate company, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23693) on November 13, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by Tomas A. Pila, Esq. at Pila Law Group as counsel. HEART AND VASCULAR: Hires Darnall Sikes as Accountant ----------------------------------------------------- Heart and Vascular Associates of Acadiana, P.C., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Darnall Sikes Gardes & Frederick, as accountant to the Debtor. Heart and Vascular requires Darnall Sikes to: -- file all necessary payroll, monthly, quarterly, and annual tax returns with the various taxing authorities; and -- prepare the monthly operating reports for filing with the Bankruptcy Court. Darnall Sikes will be paid at these hourly rates: Partners $250 Managers $175 In-Charge Accountants $100 Senior Accountants $90 Junior Accountants $80 Bookkeepers $80 Darnall Sikes will also be reimbursed for reasonable out-of-pocket expenses incurred. Joan Moody, partner of Darnall Sikes Gardes & Frederick, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Darnall Sikes can be reached at: Joan Moody DARNALL SIKES GARDES & FREDERICK 2000 Kaliste Saloom Rd Lafayette, LA 70508 Tel: (337) 232-3312 Fax: (337) 237-3614 About Heart and Vascular Associates of Acadiana, P.C. Heart and Vascular Associates of Acadiana, P.C. is a medical facility that, among others, provides diagnoses and comprehensive treatment plans. Based in Lafayette, Louisiana, Heart and Vascular Associates of Acadiana filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-51387) on October 19, 2017, listing under $1 million in assets and liabilities. The Debtor is represented by Rodd C. Richoux at Richoux Law Firm, LLC as counsel. HOAG URGENT: PCO Files First Interim Report ------------------------------------------- Constance Doyle, the patient care ombudsman for Hoag Urgent Care-Tustin, Inc., and affiliates, submits a first interim report for the period of Oct. 1, 2017, through Nov. 30, 2017. Hoag Urgent Care-Tustin, Inc., comprises of five separate Urgent Care Facilities in the Orange County area. Three of the centers show the Hoag brand name and are independently operated, and they are in Tustin, Huntington Harbour, and Anaheim. The remaining Centers do not use the HOAG name and are Laguna-Dana Urgent Care Center in Dana Point, CA. and Cypress Urgent Care Center in Cypress, CA. The functioning, the staffing, the physician and other professional coverage is much the same throughout the five facilities, with the placement of Physician Assistants or Nurse Practitioners, as well as physicians on a daily basis throughout the facilities. The Debtor, Dr. Amster assumes responsibility for the oversight of the non-physician providers which is appropriate. Patient rights are available. No privacy violations noted on any of the visits. The PCO finds that all care provided to the patients by Hoag Urgent Care-Tustin, Inc., et al is well within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A copy of the PCO's First Interim Report dated Dec. 1, 2017 is available at: http://bankrupt.com/misc/cacb8-17-13077-348.pdf About Hoag Urgent Care-Tustin Inc. Hoag Urgent Care-Tustin, Inc. and its affiliates operate five urgent care clinics located throughout Southern California. The Debtors filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. The petitions were signed by Dr. Robert C. Amster, president. The Debtors disclosed that they had estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Keen-Summit Capital Partners LLC as investment banker; and Grobstein Teeple LLP as their accountants. IMH FINANCIAL: 29 East MacArthur Has $10M in Assets as of Sept. 30 ------------------------------------------------------------------ As previously reported, on Oct. 2, 2017, IMH Financial Corporation, through various subsidiaries, acquired certain hotel and related assets from 29 East MacArthur, LLC pursuant to a Purchase and Sale Agreement in which the Company agreed to purchase the Seller's operating hotel and related restaurant and spa operations located in Sonoma, California for $36.0 million. The Company filed a current report with the Securities and Exchange Commission on Dec. 15, 2017, to file the audited financial statements as of and for the year ended Dec. 31, 2016 and unaudited financial statements as of and for the nine months ended Sept. 30, 2017 of 29 East MacArthur, LLC to comply with the requirements of Rule 3-10(g) of Regulation S-X. For the nine months ended Sept. 30, 2017, 29 East MacArthur reported net income of $339,000 on $7.10 million of total revenues compared to net income of $604,000 on $7.07 million of total revenues for the same period in 2016. As of Sept. 30, 2017, 29 East MacArthur had $9.77 million in total assets, $6.70 million in total liabilities and $3.07 million in members' equity. 29 East MacArthur reported net income of $529,000 on $9.51 million of total revenues for the year ended Dec. 31, 2016. The Financial Statements are available for free at: https://is.gd/cdPweI https://is.gd/nP0Bib About IMH Financial Corp Scottsdale, Ariz.-based IMH Financial Corporation is a real estate finance and Hospitality investment company based in Scottsdale, Arizona, with extensive experience in various aspects of commercial real estate lending and investment. Since 2003, IMH has invested over $1.4 billion in real estate projects in Arizona, California, Nevada, Utah, Idaho, Minnesota, New Mexico, and Texas. IMH's primary expertise is in acquiring, financing, or developing commercial, residential and hospitality real estate, primarily in the southwestern United States, as well as the management of several existing commercial operations. IMH Financial reported a net loss attributable to common shareholders of $12.25 million on $33.68 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $18.90 million on $32.49 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, IMH Financial had $98.45 million in total assets, $23.85 million in total liabilities, $34.16 million in redeemable convertible preferred stock, and $40.44 million in total stockholders' equity. KANZLER LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Kanzler Landscape Contractor, Inc. 30846 N. Highway 12 Round Lake, IL 60073 Type of Business: Kanzler Landscape Contractor, Inc. is a small business debtor that primarily operates in the landscape contractors industry. The company's gross revenue amounted to $1.48 million in 2016 and $3 million in 2015. Kanzler Landscape is a private company located in Round Lake, Illionis. Chapter 11 Petition Date: December 18, 2017 Case No.: 17-37355 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. LaShonda A. Hunt Debtor's Counsel: Lester A Ottenheimer, III, Esq. OTTENHEIMER LAW GROUP, LLC 750 Lake Cook Rd - Ste 290 Buffalo Grove, IL 60090 Tel: 847 520-9400 Fax: 847 520-9410 E-mail: lottenheimer@olawgroup.com Total Assets: $3.26 million Total Liabilities: $2.69 million The petition was signed by James Kanzler, president and owner. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/ilnb17-37355.pdf KID BRANDS: Opposes Bid for Case Conversion to Ch. 7 Proceeding --------------------------------------------------------------- BankruptcyData.com reported that Kid Brands filed with the U.S. Bankruptcy Court an objection to (i) motion of the U.S. Trustee (UST) assigned to the case for an order converting the Chapter 11 reorganization to a liquidation under Chapter 7 or, in the alternative, dismissing the cases and to (ii) the cross-motion for an order authorizing the Debtors to distribute remaining cash and dismiss the cases. The Debtors explain, "After considering available alternatives, the Debtors and the Committee determined that a dismissal of these Chapter 11 Cases would be the most effective vehicle to achieve these goals. Earlier this year, and prior to the filing of the Conversion Motion, the Debtors and the Committee approached the UST's Office to discuss the Debtors' proposal for disbursement of the remaining cash on hand and dismissal of these cases and to solicit the UST's support for same. Although the Debtors and the Committee engaged in numerous discussions with the UST's Office, the Debtors were ultimately advised that the UST's Office would oppose a motion to dismiss these cases. Although the UST asserts in the Conversion Motion that the Debtors 'have failed to present an exit strategy from bankruptcy' and thus conversion of these cases would be in the best interest of creditors, the Debtors disagree. As the UST is well aware, there are insufficient funds available to prosecute and confirm a plan of liquidation in the Chapter 11 Cases. As the UST is also aware, all assets of these estates have already been administered and there are no other assets to be administered or liquidated. Conversion of the Chapter 11 Cases to chapter 7 would add an unnecessary layer of administrative costs. Other than the disbursement of the remaining cash held by the Debtors and held in the GUC Trust Account . . . that are proposed to be paid to the DIP Agent and certain Estate Professionals. There is nothing left to be done in these cases, as all viable Avoidance Actions have been prosecuted to conclusion and all of the Debtors' other assets have already been liquidated. Accordingly, the Debtors oppose conversion of these cases to Chapter 7 and cross-move for authority to disburse the remaining funds held by the Committee and the Debtors in accordance with the Final DIP Order and to dismiss the Chapter 11 Cases." About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition (Bankr. D.N.J. Lead Case No. 14-22582) on June 18, 2014. The Court approved the joint administration of their cases. Kid Brands Inc. disclosed $921,358 in assets and $47,947,589 in liabilities as of the Chapter 11 filing. Judge Donald H. Steckroth presides over the cases. Lowenstein Sandler LLP represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is the Debtors' financial advisor, and GRL Capital Advisors acts as restructuring advisors. GRL's Glenn Langberg is the Debtors' chief restructuring officer. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. The Debtors are pursuing a sale of the assets pursuant to Section 363 of the Bankruptcy Code. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. The Official Committee of Unsecured Creditors retained Kelley Drye & Warren LLP as counsel, Gellert Scali Busenkell & Brown LLC as local special counsel, and Emerald Capital Advisors Corp. as financial advisors. LAFFITE'S HARBOR: Wants to Obtain Up To $4-Mil. in DIP Financing ---------------------------------------------------------------- Laffite's Harbor Development I, LP, and its affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to obtain up to $4 million in postpetition secured financing from Shady Bird Lending, LLC. The Debtors say they do not have sufficient working capital to meet current operating expenses incurred in the ordinary course of business, such as maintenance and repairs, and have been unable to obtain additional financing through traditional lenders or other sources. Despite significant capital raised from several private investors, capital contributions and loans by the sole member of the General Partner, a bond issuance from the City of Galveston for infrastructure funding, as well as loans from Icon Bank, a New York businessman, and a professional athlete, the Debtors lack the capital required to build and sell homes. The development is otherwise shovel ready; that is, the roads, utilities, and various amenities have been built. What remains is the construction and sale of homes. Shady Bird is willing to loan the Debtors an aggregate principal amount of up to $4 million, of which $2.5 million may be funded upon entry of this motion and interim court order, subject to the terms and conditions set forth in a proposed credit agreement and together with any ancillary, collateral, or related documents and agreements. The availability of working capital and liquidity provided in the proposed postpetition financing will enable the Debtors to fund the construction and development of unimproved lots, perform routine maintenance, and conduct necessary repairs to existing improvements. The construction and development of unimproved lots will increase the overall value and marketability of the Property. Continued funding of maintenance operations and the performance of necessary repair work will prevent the Property from falling into disrepair and thereby, preserve its value. The Debtors say they have been unable to obtain unsecured financing, generally, despite requests made to Icon Bank and an existing lender. Further, the Debtors have been unable to secure financing in exchange for a grant of a super-priority administrative expense pursuant to Section 364(c)(1), or in exchange for junior liens on encumbered property pursuant to Section 364(c)(3). The Debtors' estates do not have unencumbered property with which it can utilize to obtain financing pursuant to Section 364(c)(3). The Debtors have been unable to obtain financing on terms more favorable than the financing offered by the DIP Lender pursuant to the Loan Documents. Icon Bank of Texas, N.A., has a claim in the amount of approximately $11,366,587 secured by first priority liens on substantially all of the Debtors' Property. The Robert G. Previdi Revocable Trust has a claim in the amount of approximately $3,613,456 secured by second priority liens on substantially all of the Debtor's Property. The appraised value of the Property is approximately $20,760,000. Therefore, the Debtors submit that all existing lienholders are adequately protected. The Debtors seek authority to grant Shady Bird first priority, senior priming liens on and security interests in all assets and properties pursuant to Sections 105, 363, 364(c), and 364(d), including all property constituting cash collateral (and all proceeds thereof) pursuant to Section 363(a); and, to grant a super-priority administrative claim with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, including, but not limited to Sections 105, 326, 328, 330, 331, 364, 503(b), 506(c), 507(a), 507(b), and 546(c). The DIP Liens will be subject to a carve-out provision. The DIP Liens granted will not be made junior to or pari passu with any lien, security interest, or claim heretofore or hereinafter granted in the Debtors' Chapter 11 cases or any successor case, and will be valid and enforceable against the Debtors, their estates, any trustee or any other estate representative later appointed or elected. The Loan Documents have been negotiated in good-faith and at arm's-length between the Debtors and Shady Bird. The Debtors have exercised prudent business judgment in procuring post-petition financing on the most favorable terms. The credit extensions, issuances, advancements, and financial accommodations proposed by the terms of the Loan Documents are fair, reasonable, and have been made in good faith by Shady Bird. Accordingly, the Debtors request a finding that Shady Bird be entitled to the protections afforded by Section 364(e) of the Bankruptcy Code. The Debtors seek interim relief on an emergency basis because the Debtors lack the working capital needed to fund maintenance, repairs, and other costs related to prevent the assets from falling into disrepair. In addition, as part of the necessity to rebrand the development and market the property, funds are needed in order to capture the spring and summer peak-season demand for rental of the two existing homes and to showcase the development. Finally, the Debtors' property taxes and public improvement district levies are due and owing in the next forty days and will impose significant penalties if unpaid. The Debtors seek authorization to use cash collateral to preserve, maintain, and maximize the value of their assets. The Debtors lack the working capital needed to fund critical maintenance and repairs to the Property that, if unperformed, will render the Property to be unsuitable for leasing during the upcoming spring season. In addition, the Debtors must make timely payments on property taxes and taxes assessed by the public improvement district. Further, the Debtors need immediate funds to recommence the marketing of the Property for lease as well as sale. A copy of the Debtors' request is available at: http://bankrupt.com/misc/txsb17-36191-38.pdf About Laffite's Harbor Development I LP Laffite's Harbor Development I, LP, and its affiliate Laffite's Harbor Development II, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case Nos. 17-36191 and 17-36194) on Nov. 7, 2017. Todd Edwards, manager, signed the petitions. At the time of the filing, LHD I estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. LHD II estimated assets and liabilities of $10 million to $50 million. Judge Karen K. Brown presides over the cases. Fisher & Associates is the Debtor's counsel, with the engagement led by Bennett G. Fisher. LE-MAR HOLDINGS: Hires Tierny Jordan and Colliers as Brokers ------------------------------------------------------------ Le-Mar Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Tierny Jordan Team, a/k/a The Tierny Jordan Network, and Colliers International North Texas, LLC, as real estate brokers to the Debtors. Le-Mar Holdings requires Real Estate Brokers to: a. market the Debtors' Properties, a residential property located at 1926 Loma Alta Drive, Irving, TX 75063, and commercial properties located at 3485 Roy Orr Blvd., Grand Prairie, TX 75050, and 900 W. Crosby Road, Carrollton, TX 75006, and identifying potential purchasers for the same; b. assist with negotiations regarding any potential transactions involving the Properties; c. analyze and recommend regarding offers for transactions involving the Properties; and d. assist with consummation of any transactions involving the Properties. Tierny Jordan will be paid a $525 transaction fee and a commission of 6% of the sales price. Colliers International will be paid a commission of 6% of the sale price. Tierny Jordan, owner of The Tierny Jordan Team, a/k/a The Tierny Jordan Network, and Steve Everbach, president of the central region of Colliers International North Texas, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The real estate brokers can be reached at: Tierny Jordan THE TIERNY JORDAN TEAM, A/K/A THE TIERNY JORDAN NETWORK 1301 S. Bowen Rd., Suite 400 Arlington, TX 76013 Tel: (214) 414-2811 - and - Steve Everbach COLLIERS INTERNATIONAL NORTH TEXAS, LLC 1717 McKinney Ave., Suite 900 Dallas, TX 75002 Tel: (214) 692-1100 Fax: (214) 692-7600 About Le-Mar Holdings, Inc. Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. Chuck Edwards, its president, signed the petitions. At the time of the filing, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. M & G USA: Committee Taps Berkeley as Financial Advisor ------------------------------------------------------- The Official Committee of Unsecured Creditors of M & G USA Corporation and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Berkeley Research Group, LLC, as financial advisor to the Committee. The Committee requires Berkeley to: a) develop a periodic monitoring report to enable the Committee to evaluate effectively the Debtors' financial performance relative to projections and any relevant operational issues, on an ongoing basis; b) scrutinize cash disbursements and capital requirements on an on-going basis for the period subsequent to the commencement of the bankruptcy cases; c) provide support for Jefferies and counsel as necessary to address issues related to DIP financing; d) analyze relief requested in cash management motion and other use of cash collateral arrangements negotiated, including proper controls related to and financial transparency into inter-affiliate transactions; e) analyze both historical and ongoing related party transactions and material unusual transactions of the Debtors and non-Debtor affiliates; f) advise the Committee in its analysis of the Debtors' and non-Debtor affiliates' historical, current, and projected financial affairs, including, SEC filings, schedules of assets and liabilities and statements of financial affairs, and performance on a location by location basis; g) advise the Committee and counsel regarding court motions, applications, or other forms of relief relating to vendors, wages and taxes; h) advise and assist the Committee and counsel in its review of the pre-petition liens of the secured parties; i) investigate the Corpus Christi construction project to identify the source of cost overruns and estimated cost to complete; j) identify and develop strategies for the Debtors' intellectual property; k) advise the Committee in the analysis of potential preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and third parties; 1) provide support to the Committee and counsel regarding potential litigation strategies; m) analyze the Debtors' and non-Debtor affiliates' assets (tangible and intangible) and possible recoveries to creditor constituencies under various scenarios and develop strategies to maximize recoveries; n) monitor the Debtors' claims management process, including analyzing claims and guarantees, and summarizing claims by entity. Based upon the analysis of claims by entity, prepare a waterfall of expected recoveries to creditor classes under various settlement scenarios; o) prepare a working waterfall model that estimates the recovery to creditors from interests in unencumbered value; p) review any bankruptcy plan and disclosure statement relating to the Debtors including, the assessment of projections to ensure any plan or reorganization is supported by a credible business plan/projections, and if applicable, the development and analysis of any bankruptcy plans proposed by the Committee; q) as appropriate and in concert with the Committee's other professionals, analyze and monitor any prior sale processes and transactions and assess the reasonableness of the process and the consideration received; r) monitor the insolvency proceedings of certain related entities and, working with counsel representing the Committee's interests in those proceedings; s) work with the Debtors' tax advisors to ensure that any restructuring or sale transaction is structured to minimize tax liabilities to the estate; t) attend the Committee meetings and court hearings as may be required; and u) perform other matters as may be requested by the Committee from time to time, including: rendering expert testimony, issuing expert reports and or preparing litigation, forensic analyses that have not yet been identified but as may be requested from time to time by the Committee and its counsel. Berkeley will be paid at these hourly rates: Managing Director $650-$980 Director $480-$705 Professional Staff $260-$475 Support Staff $120-$425 Berkeley will also be reimbursed for reasonable out-of-pocket expenses incurred. David Galfus, its managing director of Berkeley Research Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Berkeley can be reached at: David Galfus BERKELEY RESEARCH GROUP, LLC 1800 M Street Northwest, 2nd Floor Washington, DC 20036 Tel: (202) 480-2700 About M & G USA Corporation M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on October 30, 2017. The petition was signed by Dennis Stogsdill, chief restructuring officer. Judge Brendan L. Shannon presides over the cases. Jones Day represents the Debtors as their bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Crain Caton & James, P.C. as special counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Rothschild Inc. and Rothschild S.p.A. as financial advisors and investment bankers; and Prime Clerk LLC as administrative advisor. At the time of filing, the Debtors estimate $1 billion to $10 billion both in assets and liabilities. Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes the Debtors -- is a producer of polyethylene terephthalate resin for packaging applications. On November 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Milbank, Tweed, Hadley & McCloy LLP as its legal counsel, Cole Schotz, as Delaware co-counsel, Berkeley Research Group, LLC, as financial advisor, Jefferies LLC, as investment banker. M & G USA: Committee Taps Cole Schotz as Co-Counsel --------------------------------------------------- The Official Committee of Unsecured Creditors of M & G USA Corporation and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cole Schotz, as Delaware co-counsel to the Committee. The Committee requires Cole Schotz to: a. serve as Delaware co-counsel to the Committee; b. serve as conflicts counsel to the Committee in conflicts matters as designated by Milbank and the Committee, with powers including, but not limited to, the ability to litigate against and negotiate with entities against which Milbank is precluded from appearing adverse; c. provide legal advice with respect to the Committee's powers, rights, duties, and obligations in the chapter 11 cases; d. assist and advise the Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; e. assist the Committee in reviewing and negotiating terms for unsecured creditors with respect to (i) the execution of a debtor-in-possession financing facility and the use of cash collateral, (ii) the sale of the Debtors' assets, including negotiating bid procedures and proposed asset purchase agreements, and (iii) other requests for relief which would impact unsecured creditors; f. advise the Committee on the corporate aspects of the Debtors' reorganization or liquidation and the plans or other means to effect reorganization or liquidation as may be proposed in connection therewith, and participation in the formulation of any such plans or means of implementing reorganization or liquidation, as necessary; g. take all necessary actions to protect and preserve the estates of the Debtors for the benefit of creditors, including the investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the investigation of the prior operation of the Debtors' businesses and the investigation and prosecution of estate claims, causes of action, and any other matters relevant to the Chapter 11 Cases; h. prepare on behalf of the Committee all necessary motions, applications, complaints, answers, orders, reports, papers and other pleadings and filings in connection with the Committee's duties in the Chapter 11 Cases; i. advise and represent the Committee in hearings and other judicial proceedings in connection with all necessary motions, applications, objections and other pleadings, and otherwise protecting the interests of those represented by the Committee; and j. perform all other necessary legal services as may be required and authorized by the Committee that are in the best interests of general unsecured creditors. Cole Schotz will be paid at these hourly rates: Members and Special Counsel $435-$920 Associates $260-$490 Paralegals $175-$300 Litigation Support Specialists $295-$395 Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is in the process of developing a prospective budget and staffing plan for the Committee's review and approval. J. Kate Stickles, a member of Cole Schotz P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cole Schotz can be reached at: J. Kate Stickles, Esq. David R. Hurst, Esq. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 E-mail: kstickles@coleschotz.com dhurst@coleschotz.com About M & G USA Corporation M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on October 30, 2017. The petition was signed by Dennis Stogsdill, their chief restructuring officer. Judge Brendan L. Shannon presides over the cases. Jones Day represents the Debtors as their bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Crain Caton & James, P.C. as special counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Rothschild Inc. and Rothschild S.p.A. as financial advisors and investment bankers; and Prime Clerk LLC as administrative advisor. At the time of filing, the Debtors estimate $1 billion to $10 billion both in assets and liabilities. Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes the Debtors -- is a producer of polyethylene terephthalate resin for packaging applications. On November 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hires Milbank, Tweed, Hadley & McCloy LLP as its legal counsel, Cole Schotz, as Delaware co-counsel, Berkeley Research Group, LLC, as financial advisor, Jefferies LLC, as investment banker. M & G USA: Committee Taps Jefferies as Investment Banker -------------------------------------------------------- The Official Committee of Unsecured Creditors of M & G USA Corporation and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Jefferies LLC, as investment banker to the Committee. The Committee requires Jefferies to: (a) familiarize with, to the extent Jefferies deems appropriate, and analyze, the business, operations, properties, financial condition and prospects of the Debtors; (b) advise the Committee on the current state of the "restructuring market"; (c) assist and advise the Committee in examining and analyzing any potential or proposed Transaction; (d) assist the Committee in developing its own strategy for accomplishing a Transaction; (e) assist and advise the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; (f) assist and advise the Committee on tactics and strategies for negotiating with other stakeholders; (g) attend meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee under the Engagement Letter; (h) provide testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee under the Engagement Letter, in the Chapter 11 Cases, including by providing expert testimony in the form of deposition or live testimony in connection with any expert report prepared at the Committee's request; and (i) render such other investment banking and financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and investment banking and financial advisory support related to any threatened, expected, or initiated litigation. Jefferies will be paid according to this scheme: (a) Monthly Fee. A Monthly Fee equal to $150,000 per month until the expiration or termination of the Engagement Letter. Each Monthly Fee shall be due in advance on the 14th of the month. The first payment shall be made by the Debtors upon approval of the Engagement Letter by the Court and shall be made in respect of the November 13, 2017 Monthly Fee through the months in which payment is made. (b) Transaction Fee. Upon the consummation of any Transaction, a Transaction Fee equal to $2,500,000. 50% of Monthly Fee payments actually paid to Jefferies in excess of $900,000 will be credited once (without duplication) against any Transaction Fee due to Jefferies. Leon Szlezinger, managing director of Jefferies LLC, assured the Court the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Jefferies can be reached at: Leon Szlezinger JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Tel: (212) 284-2300 About M & G USA Corporation M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on October 30, 2017. The petition was signed by Dennis Stogsdill, their chief restructuring officer. Judge Brendan L. Shannon presides over the cases. Jones Day represents the Debtors as their bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Crain Caton & James, P.C. as special counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Rothschild Inc. and Rothschild S.p.A. as financial advisors and investment bankers; and Prime Clerk LLC as administrative advisor. At the time of filing, the Debtors estimate $1 billion to $10 billion both in assets and liabilities. Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes the Debtors -- is a producer of polyethylene terephthalate resin for packaging applications. On November 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hires Milbank, Tweed, Hadley & McCloy LLP as its legal counsel, Cole Schotz, as Delaware co-counsel, Berkeley Research Group, LLC, as financial advisor, Jefferies LLC, as investment banker. MAMMOET-STARNETH: Hires Henrich of Getzler Henrich as CRO --------------------------------------------------------- Mammoet-Starneth, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ William Henrich of Getzler Henrich & Associates LLC, as CRO to the Debtor. Mammoet-Starneth requires Getzler Henrich to: a. evaluate potential restructuring options; b. provide contingency planning for a Chapter 11 case, including to assist and coordinate with the Debtor's other advisors to understand the assets, liabilities and contracts of the Debtor; c. prepare for a Chapter 11 filing, including diligence and preparation of bankruptcy petitions and related schedules, creditor lists and first day motions and pleadings; d. prepare any necessary Chapter 11 reporting, including monthly operating reports, budget reporting and testing and any other reporting that may be required or appropriate; e. prepare the Chapter 11 plan and disclosure statement, including a liquidation analysis, with the Debtor's other advisors; f. evaluate any actual or potential claims or litigation asserted against or by the Debtor, including in any Chapter 11 case; g. evaluate and challenge the Debtor's short-term cash-flow projections, including underlying assumptions; h. determine the appropriate amount of potential debtor-in- possession financing needed, if any, and the preparation of any related budgets and reporting; and i. perform other services as the Debtor may request and the firm agreed to perform. Getzler Henrich will be paid at these hourly rates: Principals/Managing Directors $495-$595 Directors/Specialists $385-$550 Associate Professionals $160-$385 Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. William Henrich, co-chairman of Getzler Henrich & Associates LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Getzler Henrich can be reached at: William Henrich GETZLER HENRICH & ASSOCIATES LLC 1735 Market Street, Suite 3750 Philadelphia, PA 19103 Tel: (267) 507-6251 About Mammoet-Starneth, LLC Mammoet-Starneth LLC, based in Wilmington, Delaware, designs and constructs giant observation wheels and structures. Mammoet-Starneth filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-12925) on December 13, 2017. The Hon. Laurie Selber Silverstein presides over the case. Sills Cummins & Gross P.C., serves as bankruptcy counsel, Richards, Layton & Finger, P.A., as co-counsel. In its petition, the Debtor estimated $100 million to $500 million in both assets and liabilities. The petition was signed by Christiaan Lavooij, its manager. MAMMOET-STARNETH: Sets Bidding Procedures for Assets ---------------------------------------------------- Mammoet-Starneth, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to authorize bidding procedures in connection with the sale of all or a portion of its assets comprising various components of a 625-foot tall giant observation wheel contemplated to be built on the north shore of Staten Island on land leased from the City of New York. A hearing on the Motion is set for Jan. 8, 2018 at 2:00 p.m. The objection deadline is Dec. 29, 2017 at 4:00 p.m. Prior to the commencement of the case, the Debtor entered into a Design Build Agreement ("DBA") with New York Wheel Owner, LLC ("NYW"), pursuant to which it agreed to design, procure, fabricate, construct and commission the Wheel. In order to deliver on the Project, it relied upon NYW to issue advances and progress payments in accordance with its obligations under the DBA. In contravention of the DBA, in November 2016, NYW stopped making payments to the Debtor, leaving the Debtor in a financially unsustainable position. Based on NYW's uncured breaches of the DBA, in July 2017, the Debtor exercised its contractual right to withdraw from the DBA because NYW, among other things, failed to pay tens of millions of dollars for the work the Debtor and various subcontractors had performed. The parties are currently engaged in litigation in the U.S. District Court for the Southern District of New York styled New York Wheel Owner LLC v. Mammoet-Starneth LLC. The Debtor's sole business purpose -- to design and erect the Wheel -- no longer exists and the Debtor asks to utilize the chapter ll case, to inter alia, maximize the value of its Assets through an orderly and efficient sales process in a centralized forum, free and clear of any claims, interests or encumbrances. The Debtor believes that the procedures and processes set forth herein will assist it to achieve such goals. Pursuant to the DBA, because NYW has not paid in full for any of the Wheel components, the Debtor owns all of the fully or partially fabricated components of the Wheel, many of which are in various stages of completion and stored at fabrication shops and storage facilities located throughout Europe and the United States. Since the DBA has been terminated, the Debtor no longer has any use for the Wheel components, which comprise the Assets listed on Schedule 1 of the Bidding Procedures. The status of the fabrication of the various components and NYW's payment at the time the DBA was terminated are: The salient terms of the Bidding Procedures are: a. (i) Description of Work: Legs (ii) Scheduled Value: $9,262,411 (iii) Amount Completed (% Completed): $9,219,498 (99.5%) (iv) Amount Paid for NYW: $731,600 (94.3%) (v) Difference: $487,398 (5.2%) b. (i) Description of Work: A Frame Braces (ii) Scheduled Value: $3,448,417 (iii) Amount Completed (% Completed): $2,153,960 (62.5%) (iv) Amount Paid for NYW: $1,520,000 (44.1%) (v) Difference: $633,960 (18.4%) c. (i) Description of Work: Rim Parts (ii) Scheduled Value: $13,971,399 (iii) Amount Completed (% Completed): $13,855,381 (99.2%) (iv) Amount Paid for NYW: $9,241,080 (66.1%) (v) Difference: $4,614,301 (33%) d. (i) Description of Work: Drive towers (ii) Scheduled Value: $3,387,390 (iii) Amount Completed (% Completed): $1,968,792 (58.1%) (iv) Amount Paid for NYW: $1,765,996 (52.1%) (v) Difference: $202,796 (6%) e. (i) Description of Work: Supply of Cable Spokes (ii) Scheduled Value: $4,487,500 (iii) Amount Completed (% Completed): $4,026,307 (89.7%) (iv) Amount Paid for NYW: $2,700,000 (60.2%) (v) Difference: $1,326,307 (29.5%) f. (i) Description of Work: Bend Limiters (ii) Scheduled Value: $847,500 (iii) Amount Completed (% Completed): $836,275 (98.7%) (iv) Amount Paid for NYW: $409,875 (48.4%) (v) Difference: $426,400 (50.3%) g. (i) Description of Work: Supply of Cable Spokes (ii) Scheduled Value: $4,487,500 (iii) Amount Completed (% Completed): $4,026,307 (89.7%) (iv) Amount Paid for NYW: $2,700,000 (60.2%) (v) Difference: $1,326,307 (29.5%) h. (i) Description of Work: Bend Limiters (ii) Scheduled Value: $847,500 (iii) Amount Completed (% Completed): $836,275 (98.7%) (iv) Amount Paid for NYW: $409,875 (48.4%) (v) Difference: $426,400 (50.3%) i. (i) Description of Work: Dampers (ii) Scheduled Value: $565,000 (iii) Amount Completed (% Completed): $355,255 (62.9%) (iv) Amount Paid for NYW: $136,625 (24.2%) (v) Difference: $218,630 (38.7%) j. (i) Description of Work: Hubs and Spindle (ii) Scheduled Value: $2,780,869 (iii) Amount Completed (% Completed): $2,665,524 (95.9%) (iv) Amount Paid for NYW: $2,200,000 (79.1%) (v) Difference: $465,524 (16.7%) k. (i) Description of Work: Bearings (ii) Scheduled Value: $1,200,000 (iii) Amount Completed (% Completed): $1,200,000 (100%) (iv) Amount Paid for NYW: $814,798 (67.9%) (v) Difference: $385,202 (32.1%) l. (i) Description of Work: Capsules (ii) Scheduled Value: I $23,700,000 (iii) Amount Completed (% Completed): $12,819,482 (54.1%) (iv) Amount Paid for NYW: $5,822,669 (24.6%) (v) Difference: $6,996,813 (29.5%) m. (i) Description of Work: Drive & Control Units and System (ii) Scheduled Value: $6,400,000 (iii) Amount Completed (% Completed): $6,400,000 (100%) (iv) Amount Paid for NYW: $5,277,364 (82.5%) (v) Difference: $1,122,636 (17.5%) Moreover, storing the massive Wheel components around the world costs the Debtor approximately $700,000 a month and there is a risk that certain creditors could exercise remedies available in such foreign jurisdictions to attempt to take possession, custody or control over such property despite the clear mandate of the automatic stay embodied in section 362 of title ll of the United States Code. Substantial storage costs and the risks attendant to cross-border remedies may diminish the recovery that may be available to creditors in this case, which further supports the Debtor's business justification to request that the Court considers procedures to sell the Assets outlined on an expedited basis and at the inception of the case. The Debtor has already begun to identify potential purchasers and can complete the marketing process for the Assets in a short time-frame to minimize the monthly cash burn and the risks attendant to continued storage of the Assets in many foreign jurisdictions. The sale process proposed is an integral part of the Debtor's overall strategy to effectuate an expeditious orderly liquidation for the benefit of its creditors. Simultaneously with the filing of the Motion, the Debtor has filed a proposed plan and disclosure statement. It believes that the Plan is an orderly means to maximize recoveries for its creditors in a timely manner and the proceeds of the Sale will be used, in part, to fund distributions to creditors under the Plan. In the interim, cognizant of its current monthly cash outlay for storage fees for the Assets, the Debtor asks to proceed with a sale process that is open to all potential bidders and protects the best interests of the Debtor's estate and its creditors. The salient terms of the Bidding Procedures are: a. Assets to Be Sold: All or a portion of the Assets listed on Schedule l of the Bidding Procedures either through one sale to a Successful Bidder or multiple sales to multiple Successful Bidders, in either case on an as is/where is basis, without any representations or warranties. b. Good Faith Deposit: Each Good Faith Deposit must equal the amount of 10% of the purchase price. c. Bid Deadline: Feb. 7, 2018 at 4:00 p.m. (ET) d. Subject to the provisions set forth in the Bidding Procedures, the Debtor reserves the right, up to three business days before the commencement of the Auction, to enter into a Stalking Horse Agreement, subject to higher or otherwise better offers at the Auction, with any Qualified Bidder that submits a Qualified Bid acceptable to the Debtor, to establish a minimum Qualified Bid at the Auction. e. Auction: If there are multiple Qualified Bids, the Auction will take place on Feb. 12, 2018 at 10:00 a.m. (ET) at Richards, Layton & Finger, P.A., One Rodney Square, 920 North King St., Wilmington, Delaware. f. Minimum Overbid Increments: the sum of (x) $100,000 plus (y) in the event that the Debtor has entered into a Stalking Horse Agreement with respect to the Assets to which the Overbid relates, the aggregate amount of any Bid Protections under such Stalking Horse Agreement, and each successive Overbid will exceed the then-existing Overbid by an incremental amount that is not less than the Minimum Overbid Increment. g. Sale Objection Deadline: Feb. 7, 2018 at 4:00 p.m. (ET) h. Reply Deadline to Sale Objection: Feb. 13, 2018 at 4:00 p.m. (ET) i. Sale Hearing: Feb. 14, 2018 at 10:00 a.m. (ET) j. Closing: Feb. 16, 2018 Accordingly, the Debtor submits that the Bidding Procedures are designed to maximize the value of the Assets and that the sale of the Assets to a Successful Bidder (or Successful Bidders), is in its best interests and should be approved. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Mammoet-Starneth_LLC_47_Sales.pdf The Debtor reserves the right to enter into a Stalking Horse Agreement, as an exercise of its business judgment and in accordance with the Bidding Procedures, and to offer Bid Protections in connection therewith. Specifically, it may offer any Stalking Horse Bidder some or all of the following Bid Protections: (i) a Break-Up Fee; (ii) an Expense Reimbursement; and/or (iii) an Minimum Overbid Increment. Any Bid Protections afforded to a Stalking Horse Bidder will be subject to further approval of the Court at least one day prior to the Auction. The Debtor is not aware of any liens asserted against the Assets. However, to the extent there are any liens asserted against the Assets, it may sell the Assets free and clear of such liens under Section 363(f)(S) because the liens on any Assets sold will attach to the proceeds of such a sale and entities holding such interests could be compelled to accept money satisfaction in legal or equitable proceedings. Because NYW has not paid in full for any of the Assets, it has no right, title or interest in such Assets. However, to the extent NYW claims right, title or ownership interests in the Assets, such "interests" would be subject to section 363(f), as the interests are connected to, or arise from, the property being sold. If the Debtor can satisfy one of the five conditions of section 363(f), it can therefore sell the Assets free and clear of any interests asserted by NYW. The Debtor also submits that it is appropriate to sell the Assets free and clear of successor liability relating to its business. The Debtor believes that any Sale Transaction should be consummated as soon as practicable to preserve and maximize value. Accordingly, it asks that any Sale Order approving the sale of the Assets be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) be waived. Proposed Counsel for Debtor: Mark D. Collins, Esq. Jason M. Madron, Esq. Joseph C. Barsalona. II, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail:collins@rlfcom madron@rlf.com barsalona@rlf. com - and - Andrew H. Sherman Boris I. Mankovetskiy SILLS CUMMIS & GROSS P.C. One Riverfront Plaza Newark, NJ 07102 Telephone: (973) 643-7000 Facsimile: (973) 643-6500 E-mail: asherman@sillscummis.com bmankovetskiy@sillscummis.com About Mammoet-Starneth Mammoet-Starneth, LLC, based in Wilmington, Delaware, designs and constructs giant observation wheels and structures. Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12925) on Dec. 13, 2017. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The petition was signed by Christiaan Lavooij, manager. The case is assigned to Laurie Selber Silverstein. The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as its co-counsel. William Henrich, CRO, at Getzler Henrich & Associates, LLC, serves as the Debtor's restructuring advisor. MERRIMACK PHARMACEUTICALS: Revises 2016 Annual Report ----------------------------------------------------- Merrimack Pharmaceuticals, Inc., filed a current report on Form 8-K with the Securities and Exchange Commission to revise and recast its historical consolidated financial statements and other information included in its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2016. The information included in the Current Report presents the financial results of its former Commercial Business as a discontinued operation and retroactively adjusts all share and per share amounts to reflect the Reverse Split for all periods presented. These updates are consistent with the presentation of all share and per share disclosures included in its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2017 and the presentation of discontinued operations included in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and Sept. 30, 2017 filed with the SEC on May 10, 2017, Aug. 9, 2017 and Nov. 8, 2017, respectively, and with rules of the SEC requiring the reissuance of prior period financial statements included or incorporated by reference in a registration statement or proxy statement to retrospectively revise and reclassify such pre-event financial statements to reflect accounting changes, such as discontinued operations. On April 3, 2017, the Company completed the transaction with Ipsen S.A. Pursuant to the Asset Purchase and Sale Agreement, dated as of Jan. 7, 2017, between the Company and Ipsen, the Company sold to Ipsen its right, title and interest in the non-cash assets, equipment, inventory, contracts and intellectual property primarily related to or used in the Company's business operations and activities involving or relating to developing, manufacturing and commercializing ONIVYDE, the Company's first commercial product, and MM-436. The Company received a $575.0 million upfront cash payment on April 3, 2017 and are eligible to receive up to $450.0 million in additional regulatory approval-based milestone payments. As a result of the Asset Sale, the Commercial Business is accounted for as a discontinued operation. On Aug. 11, 2017, the Company's stockholders approved an amendment to its certificate of incorporation to effect a one-for-ten reverse stock split of the Company's issued and outstanding common stock. On Sept. 5, 2017, the Company filed the amendment to its certificate of incorporation to effect the Reverse Split, and on Sept. 6, 2017, the Reverse Split was effective for trading purposes. As a result of the Reverse Split, every ten shares of common stock issued and outstanding was converted into one share of common stock, reducing the number of issued and outstanding shares of common stock from approximately 132.8 million shares to approximately 13.28 million shares. No fractional shares were issued in connection with the Reverse Split. The amendment to the certificate of incorporation also proportionately reduced the number of authorized shares of common stock from 200 million to 20 million. The Reverse Split did not change the par value of the common stock. The Reverse Split did not change the number of authorized shares or par value of the Company's preferred stock, of which there are no shares issued or outstanding. The Company has revised the following portions of the 2016 Form 10-K to reflect the retrospective revisions described above: Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data As amended, the Company reported a net loss of $153.51 million on $0 of collaboration revenues for the year ended Dec. 31, 2016, compared to a net loss of $147.78 million on $0 of collaboration revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Merrimack had $81.48 million in total assets, $334.14 million in total liabilities, $1.53 million in non-controlling interest and a total stockholders' deficit of $251.12 million. A full-text copy of the Revised Form 10-K is available at: https://is.gd/FPxpQJ About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc. -- http://www.merrimack.com/-- is a biopharmaceutical company discovering, developing and commercializing innovative medicines consisting of novel therapeutics paired with diagnostics for the treatment of cancer. The Company was founded by a team of scientists from The Massachusetts Institute of Technology and Harvard University who sought to develop a systems biology-based approach to biomedical research. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. The report from PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, includes an explanatory paragraph stating that the Company has negative working capital and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Merrimack had $197.84 million in total assets, $86.21 million in total liabilities, and $111.63 million in total stockholders' equity. MERRIMACK PHARMACEUTICALS: Will Sell Securities Worth $150 Million ------------------------------------------------------------------ Merrimack Pharmaceuticals, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the sale of its debt securities, common stock, preferred stock, depositary shares, purchase contracts, purchase units and warrants from time to time in one or more offerings of up to $150,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. The Company will provide the specific terms of these securities in supplements to this prospectus. The Company may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, the Company will name them and describe their compensation in a prospectus supplement. Merrimack's common stock is listed on The Nasdaq Global Market under the symbol "MACK." The Company intends to use the net proceeds from the sale of any securities offered under this prospectus for general corporate purposes. A full-text copy of the preliminary prospectus is available for free at https://is.gd/Lh5M4q About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc. -- http://www.merrimack.com/-- is a biopharmaceutical company discovering, developing and commercializing innovative medicines consisting of novel therapeutics paired with diagnostics for the treatment of cancer. The Company was founded by a team of scientists from The Massachusetts Institute of Technology and Harvard University who sought to develop a systems biology-based approach to biomedical research. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. The report from PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, includes an explanatory paragraph stating that the Company has negative working capital and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Merrimack had $197.84 million in total assets, $86.21 million in total liabilities and $111.63 million in total stockholders' equity. The Company reported a net loss of $153.51 million for the year ended Dec. 31, 2016, compared to a net loss of $147.78 million for the year ended Dec. 31, 2015. METROPOLITAN DIAGNOSTIC: May Access Cash Collateral Until Dec. 20 ----------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Metropolitan Diagnostic Imaging, Inc., to use cash collateral up to and including Dec. 20, 2017, to avoid immediate and irreparable harm to the estate. The Debtor's Motion for use of cash collateral is continued for final hearing to Dec. 19, 2017, at 10:30 a.m. Judge Barnes also approved the Budget covering the period December 3 to 19, 2017, which provides total operating expenses of $75,230. The Bancorp Bank will have replacement liens in and to the collateral which will have the validity, perfection and enforceability as the prepetition liens held by Bancorp Bank. A full-text copy of the Order is available at: http://bankrupt.com/misc/ilnb17-35285-12.pdf About Metropolitan Diagnostic Imaging Based in Chicago, Illinois, Advanced Medical Imaging Center, Inc. -- https://www.amic-chicago.com/ -- has been providing radiological services since 1985. Its services include diagnostic breast MRI, digital screening mammography, high field MRI/MRA, open MRI/MRA, digital general x-ray, ultrasound, multi-detector CT/CTA, DEXA and fluoroscopy/arthrography. Metropolitan Diagnostic Imaging, d/b/a Advanced Medical Imaging, Inc., filed a Chapter 11 petition (Bank. N.D. Ill. Case No. 17-35285) on Nov. 28, 2017, disclosing $1 million to $10 million in both assets and liabilities. Moqueet Syed, its president, signed the petition. The case is assigned to Judge Timothy A. Barnes. The Debtor's legal counsel is Gregory K. Stern P.C. MIDLAND PROPERTIES: Court OK's Foreclosure of J. Morgan Property ---------------------------------------------------------------- In the adversary proceeding captioned JERRY J. MORGAN, SR., Plaintiff, v. SPECIALIZED LOAN SERVICING LLC, a Delaware limited liability company; WELLS FARGO HOME MORTGAGE, INC., d/b/a America's Servicing Company; BANK OF NEW YORK MELLON CORPORATION; and WELLS FARGO, N.A., d/b/a America's Servicing Company, Defendants, Adv. Proc. 17-8017 (Bankr. D. Neb.), Bankruptcy Judge Thomas L. Saladino denied Plaintiff's motion seeking an ex-parte temporary restraining order to prevent a trustee's sale of certain real estate from taking place on Dec. 11, 2017. The Plaintiff alleges, in pertinent part, that: 1. He owns and lives in the real property at 1426 South 163rd Street, Omaha, Nebraska ("Property"). 2. The Defendants are the owners and/or servicers of the mortgage loan on the Property. 3. The interest rate on the mortgage loan was modified through a confirmed Chapter 11 plan in the jointly administered bankruptcy of the Plaintiff and Midland Properties, LLC, which was subsequently dismissed. 4. That the Defendants have been charging the incorrect interest rate under the confirmed plan and have incorrectly required escrow deposits for real estate taxes. 5. That due to the Defendants charging the incorrect interest rate and requiring escrow deposits that are not owed, the Plaintiff ceased making payments on the mortgage loan in 2014. Accordingly, the Plaintiff believes the court should enter a temporary restraining order and a preliminary injunction to stop the Defendants from foreclosing on the Property. Courts in the Eighth Circuit apply the factors set forth in Dataphase Sys., Inc. v. CL Sys., Inc. when determining whether to issue a temporary restraining order. Those factors are: "(1) the threat of irreparable harm to the movant; (2) the state of balance between this harm and the injury that granting the injunction will inflict on other parties litigant; (3) the probability that movant will succeed on the merits; and (4) the public interest." In evaluating the threat of irreparable harm to the Plaintiff, it is not at all clear that the Plaintiff even has standing to bring the claims in his complaint. The complaint asserts that this loan was treated in Class 4 of the confirmed plan. However, the provisions of that portion of the confirmed Chapter 11 plan expressly state that the Property in that class is owned by Midland Properties, LLC. At no point does the Plaintiff assert any transfer of title to the Property from Midland to the Plaintiff. Thus, it is not evident that the Plaintiff will suffer any harm. Even if the foregoing factors could be found in favor of the Plaintiff, the real deciding factor here is the lack of any probability of success on the merits. The Plaintiff repeatedly states that he ceased making payments in 2014: "Because the Defendants charged an improper rate of interest on the Mortgage Loan, escrowed amounts for real estate taxes that were not owed, and failed to provide an accounting as requested." Clearly, that is a fabricated basis for ceasing payments as the plan which modified the interest rate was not even confirmed until March 2, 2015, which plan referred to this Property as investment property owned by Midland Properties, LLC. The bankruptcy case is in re: MIDLAND PROPERTIES, LLC and JERRY J. MORGAN, SR., CH. 11, Debtor, Case No. BK13-81894 (Bankr. D. Neb.) A copy of Judge Saladino's Dec. 8, 2017 Order is available at https://is.gd/7rsULf from Leagle.com. Jerry J Morgan, Sr., Plaintiff, represented by James B. McVay -- jmcvay@omahalaw.com -- Tiedeman, Lynch, Kampfe, McVay et al. Specialized Loan Servicing, LLC, a Delaware limited liability company, Defendant, represented by Patrick Raymond Turner -- patrick.turner@stinson.com -- Stinson Leonard Street LLP. Wells Fargo Home Mortgage, Inc., d/b/a America's Servicing Company, Defendant, represented by Jennifer L. Andrews -- Jennifer.andrews@kutakrock.com -- Kutak Rock Law Firm. Midland Properties II, LLC, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 16-80487) on April 4, 2016, and is represented by David Grant Hicks, Esq., at Pollak, Hicks, & Alhejaj, P.C., in Omaha, Nebraska. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Jerry J. Morgan, Sr., agent/managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/neb16-80487.pdf MIDWAY GOLD: Amended Liquidation Plan Declared Effective on Dec. 6 ------------------------------------------------------------------ The Revised Second Amended Joint Chapter 11 Plan of Liquidation of Midway Gold US Inc., et al., has been declared effective on Dec. 6, 2017, and the Company has emerged from Chapter 11 protection. The Plan was confirmed by the U.S. Bankruptcy Court for the District of Colorado on Nov. 15, 2017. The deadline to file all administrative claims in the cases is Jan. 5, 2018. The deadline to file all final fee applications for payment of Professional Compensation Claims is Jan. 20, 2018. BankruptcyData.com has reported that "The Plan of Liquidation provides for the appointment of the Liquidating Trustee and for the transfer of substantially all of the Company's remaining assets to the Midway Liquidating Trust. The Liquidating Trustee will administer the Plan and the Midway Liquidating Trust. The Liquidation Analysis for the Debtors estimates the Cash Balance as of January 31, 2017 to be $19.2 million. The recovery rate to the Priority Non-Tax Claims is estimated to be 100%. The recovery rate to Unsecured Claims is estimated to be between 0% - 12%." About Midway Gold Midway Gold Corp., incorporated on May 14, 1996, under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835, Midway Gold US Inc. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. The U.S. Trustee appointed seven creditors to serve on the official committee of unsecured creditors in the Debtors' cases. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MILFORD REGIONAL: Moody's Cuts Bonds Rating to Ba1; Outlook Stable ------------------------------------------------------------------ Moody's Investors Service has downgraded Milford Regional Medical Center, MA's bonds to Ba1. The outlook is stable at this rating. RATINGS RATIONALE The downgrade reflects expected continued weakening of already thin balance sheet coverage of debt and operations, with some modest near term capital plans, as well as continued elevated debt to cash flow with limited ability to grow cash flow in a highly competitive market. The rating is anchored at Ba1 by Milford's strong network of affiliations with well-regarded academic medical centers in and around Boston, as well as an expanding system of urgent care centers. Operations and liquidity are stabilizing with resumed volume and revenue growth. These credit strengths are counterbalanced by MRMC's small size and thin cash flow which limit flexibility, as well as continued reliance on gift flow to replenish reserves after recent completion of a large capital project. RATING OUTLOOK Revision of the outlook to stable reflects demonstrated ability to improve operations and stabilize liquidity in fiscal 2017 according to plan. The stable outlook further reflects Moody's expectations that Milford Regional Medical Center will continue to produce at least breakeven operations, with relatively stable liquidity as gift receipts help to offset capital investments over the next few years. FACTORS THAT COULD LEAD TO AN UPGRADE - Improved operating cash flow - Sustained above-average revenue and volume growth - Substantial growth of days cash on hand FACTORS THAT COULD LEAD TO A DOWNGRADE - Continued volatility in operations - Liquidity declines beyond anticipated use for capital in fiscal 2018 - Additional debt issuance LEGAL SECURITY Bonds are backed by a gross receipts pledge of the obligated group (includes the hospital and Tri-County physician practice). The bonds are also secured by a mortgage on the primary hospital campus in Milford as well as a debt service reserve fund. PROFILE Milford Regional Medical Center is a 145 bed community hospital located approximately 40 miles southwest of Boston and 15 miles southeast of Worcester, Massachusetts. The obligated group also includes Tri-County Medical Associates, a multi-specialty physician group practice of MRMC that includes 94 physicians across multiple sites. MRMC maintains affiliations and good working relationships for teaching or physicians services with several other organizations, including UMass Memorial Health Care (Baa2 stable), Dana Farber Cancer Institute (A1 stable), Brigham and Women's Physicians Organization (part of Partners Healthcare System, Aa3, stable), and Children's Hospital Corp. (Aa2 stable) in Boston. In particular, Tri-County Medical Associates' (physician practice plan) participates in Partners' physician contracts. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in November 2017. MONADNOCK BREWING: Shareholder Seeks Ch. 11 Trustee Appointment --------------------------------------------------------------- Trevor Bonnette, a 50% shareholder and one of the two directors of Monadnock Brewing Company, Inc., moves for the appointment of a Chapter 11 Trustee for cause because there is a deadlock in the board and the Debtor cannot effectively reorganize without an independent Trustee. Trevor Bonnette on the one hand and Mary and Jerry L. Henry on the other set up the Debtor pre-petition. The business, which has yet to operate, is a brewing company. The parties are each 50% shareholders, Trevor Bonnette holding 50% of the shares and Mary and Jerry Henry holding collectively 50% of the shares. The parties agreed on two voting board members Trevor Bonnette and Jerry Henry. Henry unilaterally and without a properly noticed hearing, and over the objection of Bonnette, declared that his vote is the only vote that counts and voted unilaterally to put the Debtor into Chapter 11, disenfranchising Bonnette from the management of the Debtor. Henry did not have the votes to do so. The dispute, if any, over Bonnette's right to vote should have been submitted to arbitration. Henry should not have unilaterally acted as if he had majority voting rights. Bonnette believes he can prove that the Debtor has been mismanaged by the Henrys who failed to file appropriate reporting forms with the state and the IRS; that the Henrys have taken assets from the estate in the form of "hops," sold the "hops" and kept the money personally; that without authorization advanced themselves $8,000, which they admitted, after being challenged by Bonnette, was used to pay their personal bills and they have failed to provide a proper accounting of expenditures for the Debtor and repay all sums owed to the Debtor; that notwithstanding the prohibition on owners taking salaries without 100% written approval, that the Henrys took significant salaries in violation of the agreement of the parties and have refused to provide Bonnette with documentation showing the gross amount of the paychecks written; that in violation of Section 13 of the Bylaws, which required that no family member of a stockholder shall become an employee or independent contractor of the Debtor or receive a salary or compensation without a 100% vote by the shareholders, the Henrys advanced Mary Henry's father (Ken Christie) $8,560 and their son Michael the sum of $2,185 (Ken has done some work for the Debtor but nowhere near what he was paid) and that the Henrys have taken other items from the business premises. The Henrys deny all of this, and the parties are not going to be able to get along and run this company for the benefit of creditors. Bonnette is also concerned that the Henrys will continue to use the company's money and assets as if it was their own money and assets. In addition, the Henrys have committed fraud and mismanagement, which Bonnette can demonstrate at the hearing. Therefore, it is in the best interests of creditors to have a trustee appointed with sole authority over the affairs of the Debtor. A copy of Bonnette's Request is available at: http://bankrupt.com/misc/nhb17-11697-13.pdf Counsel for Trevor Bonnette: Steven M. Notinger (BNH #03229) Notinger Law, PLLC 7A Taggart Drive Nashua, NH 03060 (603) 417-2158 steve@notingerlaw.com The bankruptcy case is in re: Monadnock Brewing Company, Inc., Case No. 17-11697-BAH (Bankr. D.N.H.). MONTICELLO INSURANCE: Moody's Withdraws B1 IFS Rating ----------------------------------------------------- Moody's Investors Service (MIS) has withdrawn the B1 insurance financial strength (IFS) ratings of Monticello Insurance Limited as well as the stable outlook. Moody's has withdrawn the ratings for its own business reasons. MOUNTAIN BLUE HOTEL: Taps Aaronson Schantz Beiley as Counsel ------------------------------------------------------------ Mountain Blue Hotel Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia, Orlando Division, to hire Geofrey S. Aaronson, Esq, and the law firm of Aaronson Schantz Beiley P.A. as counsel. Professional services the attorney will render are: a. seek turnover of the Debtor's hotel property, and its books and records and financial accounts, from the custodian presently in control of such property so as to allow the Debtor to operate as Debtor in Possession; b. give advice to the Debtor with respect to its powers and duties as a Debtor in Possession and the continued management of its financial affairs and business operations; c. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Guidelines and Reporting Requirements and the Rules of the Court; d. prepare motions, pleadings, orders, applications, adversary proceedings and other legal documents necessary on the administration of the case; e. protect the interests of the Debtor in all matters pending before the Court in this Chapter 11 case; f. represent the Debtor in negotiations with the creditors in conjunction with cash collateral issues, the preparation of a Plan of Reorganization and Disclosure Statement, and any other issues that may arise; and g. prepare a Plan of Reorganization and Disclosure Statement, any necessary amendments to the Plan and Disclosure Statement, and seek approval of the Disclosure Statement and confirmation of the Plan by the Court. Geoffrey S. Aaronson, Esq. attests that neither he nor the firm represent any interest advers to the Debtor and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The Chapter 11 retainer for this case is $100,000, including costs and filing fees. The attorney can be reached through: Geoffrey S. Aaronson, Esq. AARONSON SCHANTZ BEILEY P.A. Miami Tower 100 Southeast 2nd Street - 27th Floor Miami, FL 33131 Tel: (786) 594-3000 Fax: (305) 4249338 E-mail: gaaronson@aspalaw.com About Mountain Blue Hotel Group Mountain Blue Hotel Group, LLC owns the Hilton Garden Inn located at 150 Suncrest Towne Centre Drive Morgantown, WV 26505. Mountain Blue had previously filed its first bankruptcy petition on Sept. 13, 2017 (Bankr. N.D. Ga. Case No. 17-66051). The case was dismissed for failure to meet deadlines set by the Bankruptcy Court. Based in Bonita Springs, Florida, Mountain Blue Hotel Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-09667) on November 15, 2017. The petition was signed by William Abruzzino, its managing member. Geoffrey S. Aaronson, Esq. at Aaronson Schantz Beiley P.A. represents the Debtor as counsel. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $10 million to $50 million. MRMS PROPERTY: Entitled to Recover Counsel Fees from Withheld Rent ------------------------------------------------------------------ The bankruptcy appeal captioned MRMS Property Management, v. Bayview Loan Servicing, Case No. 17-cv-94-PB (D.N.H.) arises from an attempt by MRMS Property Management LLC to recover attorney's fees incurred during the bankruptcy proceeding from a secured creditor's cash collateral. The bankruptcy court denied the debtor's request because the court concluded that the requested fees did not benefit the secured creditor. District Judge Paul Barbadoro reverses the bankruptcy court's decision. The bankruptcy court based its decision on 11 U.S.C. section 506(c), which provides that [t]he trustee may recover from property securing an allowed secured claim the reasonable, necessary costs and expenses of preserving, or disposing of, such property to the extent of any benefit to the holder of such claim, including payment of all ad valorem property taxes with respect to the property. To recover an expenditure from collateral under this provision, a debtor in possession such as MRMS must demonstrate that "the expenditure was necessary, the amounts expended were reasonable, and the creditor benefitted from the expenses." In the present case, the bankruptcy court reasoned that MRMS was not entitled to recover counsel fees from the withheld rent because the fees did not benefit Bayview in its capacity as a secured creditor. Judge Barbadoro is unpersuaded by this analysis, both because there is no evidence in the record to support the court's determination and because the court based its ruling on an incorrect legal standard. The bankruptcy court appears to have based its ruling on a finding that Bayview and HMA would likely have agreed on a process for completing the maintenance and repairs themselves if only MRMS had refrained from filing for bankruptcy protection and allowed HMA and Bayview to resolve the issue in state court. Judge Barbadoro cannot sustain the court's ruling because there is simply no evidence in the record to support the finding on which the ruling depends. Because the record contains no evidence on this issue, the bankruptcy court's finding that the parties would have reached an agreement on the maintenance and repairs of MRMS' single piece of commercial real estate themselves if MRMS had not filed for bankruptcy protection is speculative. Moreover, the evidence of the parties' behavior after MRMS filed for bankruptcy, if anything, suggests that counsel's oversight was needed to ensure that the maintenance and repairs were completed. Because it is undisputed that the maintenance and repairs themselves benefitted Bayview, it follows that the work by counsel that was required to complete the maintenance and repairs was also beneficial to Bayview. A copy of the Court's Memorandum and Order dated Dec. 6, 2017 is available at https://is.gd/BYJFsM from Leagle.com. MRMS Property Management LLC, Debtor, Appellant, represented by Peter N. Tamposi -- peter@thetamposilawgroup.com -- The Tamposi Law Group PC. Bayview Loan Servicing, LLC, Appellee, represented by Charles W. Gallagher, Haughey Philpot & Laurent PA. US Trustee, US Trustee, represented by Ann Marie Dirsa -- ann.marie.dirsa@usdoj.gov -- US Trustee & Geraldine L. Karonis -- Geraldine.L.Karonis@usdoj.gov -- US Trustee. About MRMS Property Management, LLC MRMS Property Management, LLC, based in Hudson, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-10880) on June 14, 2016. The petition was signed by Elisha Badeau, manager. Judge Bruce A. Harwood presides over the case. Peter N. Tamposi, at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor disclosed $450,000 in assets and $1.09 million in liabilities. NAVIDEA BIOPHARMACEUTICALS: Recasts 2016 Annual Report ------------------------------------------------------ Navidea Biopharmaceuticals, Inc., completed on March 3, 2017, the sale to Cardinal Health 414, LLC of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer, including the Company's radioactive diagnostic agent marketed under the Lymphoseek trademark for current approved indications by the U.S. Food and Drug Administration and similar indications approved by the FDA in the future, in Canada, Mexico and the United States. As a result of the Asset Sale, the Company's consolidated balance sheets and statements of operations have been reclassified, as required, for all periods presented to reflect the Business as a discontinued operation. Cash flows associated with the operation of the Business have been combined with operating, investing and financing cash flows, as appropriate, in our consolidated statements of cash flows. The Company initially presented the Business as held for sale and in discontinued operations within the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017. Accordingly, the Company has retrospectively recast its previously issued annual financial statements for the three years in the period ended Dec. 31, 2016 to present the Business as a discontinued operation. For the year ended Dec. 31, 2016, Navidea reported a net loss of $14.31 million on $4.97 million of total revenue compared to a net loss of $27.56 million on $3.01 million of total revenue for the year ended Dec. 31, 2015. Navidea previously reported a net loss of $14.31 million on $21.96 million of total revenue compared to a net loss of $27.56 million on $13.24 million of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Navidea had $12.46 million in total assets, $80.12 million in total liabilities and a total stockholders' deficit of $67.66 million. A full-text copy of the Amended Form 10-K is available for free at https://is.gd/Vr2h0j About Navidea Navidea Biopharmaceuticals, Inc., is a biopharmaceutical company focused on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on its Manocept platform to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making, targeted treatment and, ultimately, patient care. As of Sept. 30, 2017, Navidea had $22.60 million in total assets, $6.59 million in total liabilities and $16.01 million in total stockholders' equity. NAVIDEA BIOPHARMACEUTICALS: Will Sell $100M Worth of Securities --------------------------------------------------------------- Navidea Biopharmaceuticals, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the sale, from time to time, in one or more offerings, of up to $100,000,000 aggregate amount of the Company's common stock, preferred stock, debt securities, warrants, purchase contracts, rights and units. The Company will sell these securities directly to purchasers, or through agents on its behalf, or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of any of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts. Navidea's common stock is currently listed on the NYSE American LLC exchange under the symbol "NAVB." The last reported sale price of the Company's common stock on Dec. 13, 2017 was $0.43 per share. The applicable prospectus supplement will contain information, where applicable, as to the listing of any other securities covered by the prospectus supplement other than the Company's common stock on the NYSE or any other securities exchange. A full-text copy of the preliminary prospectus is available for free at https://is.gd/rpjof4 About Navidea Navidea Biopharmaceuticals, Inc., is a biopharmaceutical company focused on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on its Manocept platform to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making, targeted treatment and, ultimately, patient care. As of Sept. 30, 2017, Navidea had $22.60 million in total assets, $6.59 million in total liabilities and $16.01 million in total stockholders' equity. For the year ended Dec. 31, 2016, Navidea reported a net loss of $14.31 million compared to a net loss of $27.56 million for the year ended Dec. 31, 2015. NET ELEMENT: Gets $1.35 Million from Stock Offering --------------------------------------------------- Net Element, Inc., filed a quarterly report on Form 10-Q for the quarter ended Sept. 30, 2017, reporting under Part II, Item 2 of 3rd Quarter 10-Q (Unregistered Sales of Equity Securities and Use of Proceeds) the sale through Nov. 14, 2017 of shares of its common stock to Cobblestone Capital Partners LLC in transactions that were not registered under the Securities Act of 1933, as amended. After the filing date of the 3rd Quarter 10-Q through Dec. 15, 2017, the Company has sold an aggregate of an additional 349,555 shares of common stock to Cobblestone in multiple transactions, with the sales to Cobblestone on Dec. 11, 2017 resulting in greater than 5% of the Company's outstanding common stock sold in unregistered transactions since the filing date of the 3rd Quarter 10-Q. The Company received total consideration of $1,350,000 for the Shares. The Shares were sold to Cobblestone under an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and pursuant to the Common Stock Purchase Agreement with Cobblestone. Reflecting the issuance of the Shares, as of Dec. 15, 2017, the Company had 2,819,120 shares of common stock outstanding. About Net Element North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net Element had $20.43 million in total assets, $18.45 million in total liabilities and $1.98 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NEXTWORTH SOLUTIONS: Foreclosure Sale Set for December 22 --------------------------------------------------------- PISMO LLC, as collateral agent for the secured creditors, will hold a public foreclosure sale under the Uniform Commercial Code on Dec. 22, 2017, at 10:00 a.m., of all of the rights, titles and interests of NextWorth Solutions Inc., in and to certain personal property collateral in which secured creditors have been granted security interests by the Debtor. Prospective purchasers will be provided, upon request to the secured creditors, with the information concerning the collateral as may be in the possession of the secured creditors at the time of the sale, including a non-exhaustive list of the assets to be sold, and may inspect the collateral at 50 Burlington Mall Road, Suite 100, Burlington, Massachusetts, on the day of the auction or previously, upon information to Steven Levy of PISMO LLC, at (781)-272-1102. Based in Billerica, Massachusetts, Nextworth Solutions Inc. -- http://www.nextworth.com/-- provides online and in-store electronics trade-in programs. The Company offers a platform that enables people to trade in various categories, such as Apple iPhones, Samsung phones, Apple iPads, iPods, other smartphones, tablets and e-Readers, video games, PC laptops, wearables, action camcorders, and portable speakers online and in-store at various locations in the United States. NOVABAY PHARMACEUTICALS: Will Sell $12 Million Common Shares ------------------------------------------------------------ NovaBay Pharmaceuticals, Inc., filed with the Securities and Exchange Commission a Form S-1 registration statement in connection with the offering of shares of common stock having a proposed maximum aggregate offering price of $12,000,000. The Company's common stock is listed on the NYSE American under the symbol "NBY." On Dec. 14, 2017, the last reported sale price of the Company's common stock was $3.42 per share. A full-text copy of the preliminary prospectus is available for free at https://is.gd/W7aMma About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- 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. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. Novabay reported a net loss of $13.15 million for the year ended Dec. 31, 2016, a net loss of $18.97 million for the year ended Dec. 31, 2015, and a net loss of $15.19 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. OMINTO INC: Delays Fiscal 2017 Form 10-K Filing ----------------------------------------------- Ominto, Inc., filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its annual report on Form 10-K for the year ended June 30, 2017. According to Ominto, "We are unable to file our annual report on Form 10-K within the prescribed time period because we are still compiling information necessary to complete our financial statements for the year ended September 30, 2017 and to complete the audit of these financial statements by our independent registered public accounting firm. We do not anticipate filing such annual report within the prescribed fifteen-day time period but will continue our efforts to do so as soon as practicable." 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. 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. ORWELL TRUMBULL: Seeks to Hire Special Counsel ---------------------------------------------- Orwell Trumbull Pipeline Co, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Dettelbach Sicherman & Baumgart, LLCPA; Kravitz Brown & Dortch, LLC; and Wuliger and Wuliger, as special counsel to the Debtor. The Debtor is a pipeline company regulated by the Public Utility Commission of Ohio ("PUCO). In addition to PUCO-initiated investigations, the Debtor has a proceeding pending before the PUCO for the determination of future rates, and a handful of complaints against it by its customers. Orwell Trumbull requires the special counsel to assist the Debtor in the PUCO proceedings. The special counsel will be paid at these hourly rates: Dettelbach Sicherman & Baumgart, LLCPA Richard Baumgard $410 Kravitz Brown & Dortch, LLC Michael Dortch $375 Richard R. Parsons $275 Justin M. Dortch $200 Wuliger and Wuliger William Wuliger $450 Mark Kremser $280 Amy Wuliger $280 To the best of the Debtor's knowledge, the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The special counsel can be reached at: Richard Baumgart, Esq. DETTELBACH SICHERMAN & BAUMGART, LLCPA 55 Public Square, 21st Floor Cleveland, OH 44113 Tel: (216) 696-6000 E-mail: rbaumgart@dsb-law.com Michael D. Dortch, Esq. KRAVITZ, BROWN & DORTCH, LLC 65 East State Street Suite 200 Columbus, OH 43215 Tel: (614) 464-2000 Fax: (614) 464-2002 E-mail: mdortch@kravitzllc.com William Wuliger, Esq. WULIGER AND WULIGER 2003 St. Clair Avenue Cleveland, OH 44114 Tel: (216) 781-7777 About Orwell Trumbull Pipeline Co, LLC Based in Willoughby, Ohio, Orwell-Trumbull Pipeline Co., LLC, engineers, installs, constructs, and inspects electronic measuring equipment for the natural gas industry. Orwell Trumbull Pipeline filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-17135) on December 4, 2017. The Hon. Arthur I. Harris presides over the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Richard M. Osborne, its managing member. PREMIER EXHIBITIONS: Withdraws Sales Procedures for Assets ---------------------------------------------------------- Premier Exhibitions, Inc. (otcqb:PRXIQ) the company that serves as salvor-in-possession and sole legal steward of the RMS Titanic wreck site, on Dec. 19 disclosed that it has withdrawn the proposed sales procedures it filed with the bankruptcy court to pursue an auction of the company's assets. The auction, which had been tentatively scheduled for Feb. 6, 2018 has been cancelled pending discussions with relevant stakeholders on the best path forward. The decision to withdraw the sale procedure motion follows a motion filed by the National Maritime Museum of Greenwich to change oversight of the sales process from the Bankruptcy Court for the Middle District of Florida to the Eastern District of Virginia and an objection to the sale motion filed by an Ad Hoc Equity Group comprised of funds managed by affiliates of Alta Fundamental Advisers LLC and Apollo Global Management, LLC. Uncertainty surrounding the timeline for resolution of the issues raised by those parties led Premier to withdraw the sale procedure motion to allow the Company an opportunity to develop a path forward in discussions with stakeholders including the company's equity and debt holders. The timeline for the sale contemplated by the company's motion and recently-filed liquidation plan will likely be revised based upon those discussions, and discussions concerning any alternative reorganization proposals presented. This latest development comes as Premier was engaged in active conversations with a variety of parties regarding the sale of the most valuable, unique collection of Titanic assets ever offered for sale. Any parties interested in potentially acquiring these assets are still encouraged to contact Premier and its representatives to express interest and learn more. Subject to court approval, a successful bidder will also have the opportunity to succeed to the Company's status as the "salvor-in-possession," permitting the new owner exclusive salvage rights to the wreck site. The collection includes approximately 5,500 individual pieces that have been recovered from the wreck site over the course of seven deep sea expeditions; ownership of video footage, imagery, and other intellectual and personal property. The Titanic collection consists of the only artifacts ever recovered from the wreck site of Titanic, which tragically sank on April 15, 1912. The artifacts, which have been painstakingly conserved and researched, have been used to educate millions of people around the world about the story of Titanic and her passengers. The decision to withdraw sale procedures was filed with the United States Bankruptcy Court for the Middle District of Florida (Jacksonville Division). For more information, please visit titanicartifacts.com About RMS Titanic 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. PREMIER PCS OF TX: Seeks Authority to Use Cash Collateral --------------------------------------------------------- Premier PCS of TX, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to use cash collateral. The proposed monthly business budget provides total expenses of $1,644,500. The known liens of record upon the Debtor's cash equivalents were perfected by: (a) Metro PCS Texas, LLC; (b) T-Mobile, USA, Inc.; and (c) Complete Business Solutions Group (CBSG). As adequate protection measures for the use of cash collateral, the Debtor requests that: (a) The automatic stay applies to all creditors holding interests in the cash equivalents including Wells Fargo Account #2870; (b) The Court award replacement liens to Metro PCS and CBSG in the order of priority that existed on the Petition Date; (c) The Court measure the extent of the replacement liens according to the value of the collateral that existed on the Petition Date, including the sums on deposit in Wells Fargo in the accounts pertinent to each; (d) The Debtor will keep its inventory adequately insured against fire, theft, water damage, and other hazards; (e) The Debtor will make interim monthly adequate protection payments to Metro PCS in the amount of $270,000 and to CBSG in the amount of $20,000; (f) The Debtor will file monthly operating reports according to the Guidelines for Debtor-in-Possession published by the U.S. Trustee's Office, and furnish email access information to them so that they can review such operating reports; (g) The Debtor will maintain the cash collateral at the aggregate level on hand for each creditor as of the Petition Date, less amounts paid to that creditor from sales and operations and under the requested interim order; and (h) Metro PCS and CBSG will each have rights to inspect its collateral and the Debtor's books and records on site during regular business hours for the Debtor. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/txwb17-32021-7.pdf About Premier PCS of TX Based in El Paso, Texas, Premier PCS of TX, LLC, provides computer maintenance and repair services. Premier PCS of TX, based in El Paso, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-32021) on Dec. 6, 2017. Richard Ahn, managing member, signed the petition. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Christopher H. Mott presides over the case. E.P. Bud Kirk, a partner at the law firm of E.P. Bud Kirk, serves as bankruptcy counsel. PROMETHEUS HEALTH: Ch. 11 Petition Filed in Bad Faith ----------------------------------------------------- In the case captioned PROMETHEUS HEALTH IMAGING, INC., Appellant, v. UST-UNITED STATES TRUSTEE, SANTA ANA, Appellee, No. 16-60077 (9th Cir.), Debtor Prometheus appeals the Ninth Circuit Bankruptcy Appellate Panel's dismissal of its Chapter 11 bankruptcy petition for bad faith. Upon review of the case, the U.S Court of Appeals, Ninth Circuit, affirms. The Ninth Circuit finds that the totality of the circumstances warrants a finding that Debtor filed its Chapter 11 petition in bad faith. First, the Debtor claims it needed to file a Chapter 11 petition to continue litigating its claims against General Electric Medical Systems Europe in the French courts. But Debtor lacks standing to pursue these claims because they were a part of Debtor's previous Chapter 7 estate and therefore subject to the control of the Chapter 7 trustee, not Debtor. The Debtor did not present evidence and does not do so on appeal that its claims against GEM were somehow excluded from the Chapter 7 estate. Furthermore, the Debtor continued to litigate its claims in France even after the bankruptcy court dismissed its Chapter 11 petition in November 2014, undercutting its contention the petition was necessary to the GEM litigation. The Debtor failed to submit evidence it provided any affirmative notice to the French court or GEM that its bankruptcy case had been dismissed. The bankruptcy court, therefore, did not abuse its discretion in dismissing the case for bad faith. A copy of the Ninth Circuit's Dec. 6, 2017 Memorandum is available at https://is.gd/CEnvM1 from Leagle.com. Based in Placentia, California, Prometheus Health Imaging, Inc. filed for chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 14-10250) on Jan. 14, 2014, listing its estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by Wendee Luke, president. PROVIDENT FINANCING: Fitch Affirms BB+ on 7.4% Jr. Sub. Securities ------------------------------------------------------------------ Fitch Ratings has affirmed the Insurer Financial Strength (IFS) ratings for all of Unum Group's (UNM) domestic operating subsidiaries at 'A', and has affirmed the company's Long-Term Issuer Default Rating (IDR) at 'BBB+'. The Rating Outlook is Stable. KEY RATING DRIVERS The affirmation of UNM's ratings reflects the company's strong business profile, continued strong, stable operating performance in its core business lines, moderate investment risk, and solid capital and liquidity at both the insurance subsidiary and holding company level. UNM's ratings also reflect the impact of the ongoing low interest rate environment on the company's businesses, above average exposure to legacy long-term care policies, competitive challenges in the company's core U.S. disability business, and Brexit-related headwinds that continue to pressure the operating performance of its U.K. business. UNM's strong business profile reflects its good business mix and leadership position in the U.S. employee benefits market, which provides the company significant scale efficiencies, but also exposes the company to weak employment conditions. Fitch's view of UNM's business profile is diminished somewhat by its large block of legacy LTC policies. Although UNM has benefited from adequate rate increases on its LTC block in recent years, such increases require regulatory approval and are therefore not guaranteed. UNM's strong operating performance over the past two years has benefited from gradual improvement in employment conditions and salary growth in the U.S., as well as generally rational pricing conditions in the group long-disability market. UNM's overall profitability has been strong and stable, and is expected to continue to support the current rating for the foreseeable future. Operating margins in UNM's U.S. disability business have held up well through challenging economic conditions in recent years. UNM has been experiencing a generally improving trend in the benefit ratio of its core U.S. group disability income business over the past several years, which has helped support the company's overall profitability. UNM reported pretax operating earnings of $1.05 billion for the first nine months of 2017, up from $981 million for the same period in 2016. Despite pressure from the ongoing difficult interest rate conditions, the company has maintained attractive margins through pricing and claims and expense management. Fitch anticipates additional pressure on UNM's U.K. operations in the short- to intermediate-term driven by uncertainty around the effects of the U.K. vote in June 2016 to leave the European Union. Fitch considers UNM's capitalization to be strong and financial leverage to be reasonable and within overall expectations for the company's ratings. The company's Prism score of 'Strong' based on year-end 2016 data is consistent with the company's current 'A' IFS rating, as is the company's financial leverage of 26% at Sept. 30, 2017. UNM reported consolidated risk-based capital (RBC) of its U.S. insurance subsidiaries of approximately 404% at year-end 2016, and Fitch anticipates consolidated RBC to be near 400% at year-end 2017, which is at the high end of management's near- to intermediate-term target of 375%-400%. Fitch considers UNM's debt service capacity to be strong for the rating level with GAAP earnings-based interest coverage of approximately 10x for the first nine months of in 2017. Holding company liquidity as represented by cash and marketable securities, including those held at an intermediate holding company, totalled $771 million at Sept. 30, 2017. RATING SENSITIVITIES The key rating sensitivities that could lead to an upgrade include: -- Reduced exposure to legacy long-term care business with no deterioration in operating performance. -- U.S. risk-based capital ratio above 400%, Prism score of at least 'Strong' and run-rate financial leverage below 25%. Key rating sensitivities that could lead to a downgrade include: -- Deterioration in financial results that includes an increase in the U.S. group disability benefit ratio over 87%, return on equity (ROE) declining to a level below 9%, and statutory maximum allowable dividend interest expense coverage falling below 3x. -- Holding company cash falls below management's target of approximately 1x fixed charges (interest expense plus common stock dividend). -- U.S. risk-based capital ratio below 350%, Prism score below 'Strong' or financial leverage above 28%. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings with a Stable Outlook: Unum Group Inc. -- Long-Term IDR at 'BBB+'; -- 7.00% senior notes due July 15, 2018 at 'BBB'; -- 5.625% senior notes due Sept. 15, 2020 at 'BBB'; -- 3.00% senior notes due May 15, 2021 at 'BBB'; -- 4.00% senior notes due March 15, 2024 at 'BBB; -- 3.875% senior notes due Nov. 5, 2025 at 'BBB; -- 7.25% senior notes due March 15, 2028 at 'BBB'; -- 6.75% senior notes due Dec. 15, 2028 at 'BBB'; -- 7.375% senior notes due June 15, 2032 at 'BBB'; -- 5.75% senior notes due Aug. 15, 2042 at 'BBB'. Provident Financing Trust I -- 7.405% junior subordinated capital securities at 'BB+'. Unum Group members: Unum Life Insurance Company of America Provident Life & Accident Insurance Company Provident Life and Casualty Insurance Company The Paul Revere Life Insurance Company Unum Insurance Company First Unum Life Insurance Company Colonial Life & Accident Insurance Company -- IFS at 'A'. PUERTO RICO: US Gov't. Issues Statement on PROMESA Status --------------------------------------------------------- BankruptcyData.com reported that the United States of America filed with the U.S. Bankruptcy Court a memorandum of law in support of the constitutionality of the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA). The statement explains, "Congress enacted PROMESA in 2016 amidst the worst fiscal crisis in Puerto Rico's history. To prevent the further downward spiral of Puerto Rico's economy, PROMESA provides a comprehensive approach that, among other things, allows the Commonwealth of Puerto Rico and its instrumentalities to restructure their debts in a process akin to Chapter 9 of the U.S. Bankruptcy Code. Central to PROMESA's statutory scheme is the creation of a Financial Oversight and Management Board ('Oversight Board') within Puerto Rico's territorial government, which Congress tasked with achieving Puerto Rico's fiscal responsibility and restoring access to the capital markets. This includes acting as the sole representative of the debtor in a debt restructuring proceeding instituted under PROMESA. Aurelius Investment, LLC, Aurelius Opportunities Fund, and Lex Claims, LLC ('Aurelius') - hedge funds holding outstanding bonds issued by the Commonwealth - contend that PROMESA's statutory scheme governing the appointment of members of the Oversight Board violates the Appointments Clause of the Constitution and encroaches on the President's executive authority in violation of separation of powers. Accordingly, Aurelius asks that the Court dismiss the debt restructuring proceeding initiated by the Board on behalf of the Commonwealth of Puerto Rico. Contrary to Aurelius's arguments, PROMESA's appointments scheme is constitutional." About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUALITY CARE: S&P Lowers CCR to 'CCC', Remains on Watch Negative ---------------------------------------------------------------- Quality Care Properties Inc. (QCP) announced it would extend the deadline to negotiate with its primary tenant, HCR ManorCare (HCR), until Jan. 15, 2018, with no amendment or waiver reached on the covenant under its credit facilities. HCR's operating performance has weakened significantly, limiting the company's ability to pay rent sufficient enough to alleviate a covenant breach. According to S&P's projections, the debt service coverage covenant (DSC) could be breached as early as the first or second quarter of 2018. S&P Global Ratings lowered its corporate credit rating on Bethesda, Md.–based Quality Care Properties Inc. to 'CCC' from 'B-'. All the ratings on QCP remain on CreditWatch with negative implications. S&P said, "At the same time, we lowered the rating on the first-lien credit facility to 'B-' from 'B+'. The recovery rating is '1', indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. We also lowered the second-lien issue-level rating to 'CCC+' from 'B'. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. QCP's main tenant, HCR--representing 87% of QCP's net operating income (NOI)--continues to pay substantially lower than contracted rent. While HCR had $178 million cash on its balance sheet as of Sept. 30, 2017, we believe there are meaningful obstacles inhibiting HCR's ability to pay sufficient rent on a timely basis. "We intend to resolve the CreditWatch once QCP makes progress in alleviating covenant pressure, through an amendment or waiver to its credit facilities or potential restructuring of QCP's debt. Additionally, we will assess the long-term sustainability of rental payments from its SNF asset portfolio (from either HCR or other regional operators). "We could lower our rating on QCP if the company is unable to obtain a waiver or amendment to its credit facilities by early 2018, as a potential breach of its covenants could result in the acceleration of the first-lien facility. Alternatively, the rating could be lowered due to a debt restructuring in which the debt would be deemed a selective default." QUOTIENT LIMITED: Issues Warrants to Purchase 8.4M Ordinary Shares ------------------------------------------------------------------ In connection with its previously announced private placement, in October 2017, Quotient Limited issued warrants of the Company, at a purchase price of $0.125 per underlying warrant share, exercisable for up to 8,414,683 ordinary shares at an exercise price of $5.80 per ordinary share, no par value. On Dec. 12, 2017, the Company entered into a Warrant Agent Agreement, with Continental Stock Transfer & Trust Co., which also acts as transfer agent for the ordinary shares, for the Warrant Agent to act as warrant agent for the Warrants. Pursuant to the terms of the Warrant Agent Agreement, exercise of the purchase rights represented by the Warrants may be made, in whole or in part, by delivery to the Warrant Agent at its corporate trust department located at 1 State Street, 30th Floor, New York, New York 10004, a duly executed facsimile copy of the Notice of Exercise Form attached to the Warrant; and, within three Trading Days (as defined in the Warrants) of the date the Notice of Exercise is delivered to the Warrant Agent, all items required to be delivered pursuant to the Warrants, including the certificate representing the Warrant (if required), the aggregate exercise price, and all other amounts due and payable, as required by the Warrants. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited -- http://www.quotientbd.com/-- develops, manufactures and sells products for the global transfusion diagnostics market. Products manufactured by the Group are sold to hospitals, blood banking operations and other diagnostics companies worldwide. Quotient Limited completed an initial public offering for its ordinary shares on April 30, 2014 pursuant to which it issued 5,000,000 units each consisting of one ordinary share, no par value and one warrant to purchase 0.8 of one ordinary share at an exercise price of $8.80 per whole ordinary share, raising $40 million of new equity share capital before issuing expenses. Quotient Limited reported a net loss of US$85.06 million on US$22.22 million of total revenue for the year ended March 31, 2017, compared to a net loss of US$33.87 million on US$18.52 million of total revenue for the year ended March 31, 2016. As of Sept. 30, 2017, Quotient Limited had US$122.21 million in total assets, US$138.6 million in total liabilities and a total shareholders' deficit of US$16.37 million. Ernst & Young LLP, in Belfast, United Kingdom, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has recurring losses from operations and planned expenditure exceeding available funding that raise substantial doubt about its ability to continue as a going concern. RD3J LTD: PlainsCapital Buying Edinburg Propty for $1.9M Credit Bid ------------------------------------------------------------------- RD3J, Ltd., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of its non-operating Hospital facility located at 2655 Cornerstone Blvd., Edinburg, Texas, and certain related personal property to PlainsCapital Bank for $1.9 million, plus $10 for related Personal Property, by credit bid. Objections, if any, must be filed within 21 days from the date of service of the Motion. The Debtor owns various parcels of real property in Edinburg, Texas including a medical office building located at 2402 Cornerstone Blvd, Edinburg, Texas ("MOB") and a nearby vacant lot. It also owns the Hospital. The MOB is leased to Dr. Raul Marquez, M.D. the representative of the general partner of the Debtor and the principal of the Debtor. The Hospital is the only property that the Debtor seeks approval to sell through the Motion. PlainsCapital Bank, A Texas Banking Association, is the Debtor's secured lender with liens on the Hospital, as well as certain other real property owned by the Debtor, as further described in its Proof of Claim filed in the case. In July 2016, the tenant leasing the Hospital terminated its lease and vacated the premises. Since that time, the Debtor has repaired significant damage to the Hospital and begun marketing the property for lease or sale. On Oct. 6, 2016, the Court entered an order authorizing the employment of Transwestern Property Company SW Group, LLC as real estate broker for the Debtor to market the Hospital. The Debtor determined that the best manner to maximize value of the Hospital is to sell the Hospital and related personal property through a bidding process which will maximize the amount obtained for the benefit of the estate. The Secured Lender, which retains a lien on the Assets contemplated to be sold pursuant to the Motion, agreed to the sale and reserved the right to credit bid its debt. On July 7, 2017, the Court entered the Bidding Procedures Order and scheduled an Auction. On Oct. 11, 2017, Secured Lender submitted its credit bid in the amount of $1.9 million, plus $10 for related Personal Property, as described in the Purchase Agreement and in accordance with the Bidding Procedures Order. No Qualified Bids other than the Credit Bid were received by the Debtor by the expiration of the bidding deadline. Subsequently, Secured Lender was deemed the Successful Bidder. Under the terms of the Bidding Procedures Order, if Secured Lender is the Successful Bidder, Transwestern will be paid a flat fee of $40,000 from the funds held in the Debtor's DIP account, to the extent that said funds exist. The Debtor determined in the exercise of its sound business judgment that the Sale would benefit the Debtor and its creditors. The Debtor prepared a form Real Estate Purchase Agreement under which, subject to the Auction and subject to Court approval, the qualified bidder with the highest or otherwise best bid would purchase the Assets in connection with the Sale. By the Motion, the Debtor asks approval of the Purchase Agreement and for the proposed sale of the Assets to the Successful Bidder, free and clear of all liens, claims, charges, encumbrances, and interests. The sale of the Assets to the Successful Bidder is on terms consistent with those set forth in the Bidding Procedures Order and the Purchase Agreement. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/RD3J_Ltd_296_Sales.pdf The Debtor also asks that in accordance with Federal Rules of Bankruptcy Procedure 6004(h), the Court waives the requirement that the order approving the sale be stayed for 14 days after the entry of the Sale Order and authorize that the order be effective and enforceable immediately upon its entry. The Purchaser: PLAINSCAPITAL BANK Attn: Michael F. Cocanougher 325 N. Saint Paul Street Suite 800 Dallas, TX 75201 Telephone: (972) 588-3477 The Purchaser is represented by: Vicki M. Skaggs, Esq. ATLAS, HALL & RODRIGUEZ 818 Pecan Blvd, McAllen, TX 78501 Telephonee: (956) 632-8252 The Title Company: Mariana Ramirez EDWARDS ABSTRACTS & TITLE CO. 4228 N. McColl Road McAllen, TX 78504 Telephone: (956) 682-4951 Edinburg, Texas-based RD3J, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 15-70184) on April 6, 2015. The Hon. Richard S. Schmidt oversees the case. The Debtor tapped Antonio Villeda, Esq. -- avilleda@mybusinesslawyer.com -- of The Villeda Law Group, as bankruptcy counsel, and Jeannette Smith, CPA, CGMA of Long Chilton, LLP as accountant. REAL INDUSTRY: Latham, Young Conaway Represent Noteholder Group --------------------------------------------------------------- The Ad Hoc Noteholder Group filed with the U.S. Bankruptcy Court for the District of Delaware a verified statement as required pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, saying that it hired Latham & Watkins LLP and Young Conway Stargatt & Taylor LLP to represent it in the Chapter 11 bankruptcy cases of Real Industry, Inc., and its affiliates. Pursuant to an engagement letter dated Oct. 30, 2017, the Ad Hoc Noteholder Group engaged Latham to represent them in connection with the Debtors' restructuring and these Chapter 11 cases. On Nov. 1, 2017, Latham engaged Alvarez & Marsal Securities, LLC, to provide financial advisory services in connection with Latham's representation of the Ad Hoc Noteholder Group. Further, pursuant to an engagement letter dated Nov. 17, 2017, the Ad Hoc Noteholder Group engaged Young Conway to represent them as Delaware counsel in connection with the Debtors' restructuring and these Chapter 11 cases. Other than as disclosed herein, neither Latham nor Young Conaway currently represent any other entity in the Chapter 11 cases. Neither Latham nor Young Conaway represents the Ad Hoc Noteholder Group as a committee and does not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not engaged Latham and Young Conaway. The members of the Ad Hoc Noteholder Group hold disclosable economic interest, or hold claims against and interest in, or manage or advise accounts, funds, or investment vehicles holding claims against and interest in, the Debtors. In accordance with Bankruptcy Rule 2019, the name and address of, and the nature and amount of all "disclosable economic interests" so held by, each member of the Ad Hoc Noteholder Group or accounts, funds, or investment vehicles managed or advised by the members. The members include: a. DDJ Capital Management, LLC Attn: Beth Duggan 130 Turner Street Building 3, Suite 600 Waltham, Massachusetts 02453 Disclosable Economic Interests in the Debtors as of Nov. 22, 2017: $110,575,000 -- principal amount of prepetition secured notes $20,883,697.21 -- principal amount of DIP secured notes b. c/o Osterweis Capital Management Attn: Carl Kaufman One Maritime Plaza, Suite 800 San Francisco, California 94111 Disclosable Economic Interests in the Debtors as of Nov. 22, 2017: $50,730,000 -- principal amount of prepetition secured notes $9,581,098.44 -- principal amount of DIP secured notes c. HPS Investment Partners, LLC Attn: Du Xu 40 West 57th Street New York, New York 10019 Disclosable Economic Interests in the Debtors as of Nov. 22, 2017: $13,360,000 -- principal amount of prepetition secured notes $2,523,230.34 -- principal amount of DIP secured notes d. Hotchkis & Wiley Capital Management Attn: Mark Hudoff 725 South Figueroa Street, 39th Floor Los Angeles, California 90017 Disclosable Economic Interests in the Debtors as of Nov. 22, 2017: $25,872,000 -- principal amount of prepetition secured notes $4,024,136.89 -- principal amount of DIP secured notes 4,710,770 Shares of common stock of Real Industry, Inc. e. Southpaw Credit Opportunity Master Fund L.P. Attn: Ceki Aluf Medina 2 West Greenwich Office Park, 1st Floor Greenwich, Connecticut 06831 Disclosable Economic Interests in the Debtors as of Nov. 22, 2017: $15,820,000 -- principal amount of prepetition secured notes $2,987,837.12 -- principal amount of DIP secured notes The Ad Hoc Noteholder Group assures that Court that neither Latham nor Young Conaway holds any prepetition claim against or interest in the Debtors, except to the extent Latham or Young Conaway has claims against the Debtors for services rendered in connection with their representation of the Ad Hoc Noteholder Group. A copy of the Verified Statement is available at: http://bankrupt.com/misc/deb17-12464-103.pdf The Firms can be reached at: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 -- and -- Richard A. Levy, Esq. Jason B. Gott, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 -- and -- Ted A. Dillman, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Tel: (213) 485-1234 Fax: (213) 891-8763 About Real Industry Real Industry, Inc. -- http://www.realindustryinc.com/-- is a Delaware holding company that operates through its subsidiaries. Its current business focus is supporting the performance of Real Alloy, an aluminum recycling company and its single largest operating business, and to make acquisitions of additional operating companies. The company regularly considers acquisitions of businesses that operate in undervalued industries, as well as businesses that it believes are in transition or are otherwise misunderstood by the marketplace. As a holding company, Real Industry relies on the operations of its subsidiaries and external financing sources for its liquidity needs. Real Industry, Inc., and eight affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17, 2017. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Morrison & Foerster LLP as legal counsel; Saul Ewing Arnstein & Lehr LLP as co-counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Prime Clerk as administrative advisor. RENTECH INC: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Affiliates that filed voluntary petitions under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Rentech WP U.S. Inc. 17-12958 10880 Wilshire Boulevard, Suite 1101 Los Angeles, CA 90024 Rentech, Inc. 17-12959 Type of Business: Headquartered in Los Angeles, California, Rentech, Inc., owns and operates wood fibre processing and wood pellet production businesses. Rentech offers a full range of integrated wood fibre services for commercial and industrial customers around the world, including wood chipping services, operations, marketing, trading and vessel loading, through its subsidiary, Fulghum Fibres. Rentech's industrial wood pellet facilities are designed to produce wood pellets used as fuel for power generation. Rentech owns two wood pellet facilities in Eastern Canada. In conjunction with these facilities, Rentech secured a long-term arrangement for exclusive priority access at the Port of Quebec for handling, loading and storage of over 1 million tons of pellets annually. As of the Petition Date, the Debtors have 13 full-time employees. http://www.rentechinc.com/ Chapter 11 Petition Date: December 19, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mnestor@ycst.com mlunn@ycst.com - and - Peter M. Gilhuly, Esq. Kimberly A. Posin, Esq. Adam E. Malatesta, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Tel: (213) 485-1234 Fax: (213) 891-8763 E-mail: Peter.Gilhuly@lw.com Kim.Posin@lw.com Adam.Malatesta@lw.com Debtors' Financial Advisor: RPA ADVISORS, LLC Debtors' Claims & Noticing Agent: PRIME CLERK LLC https://cases.primeclerk.com/rentech Estimated Assets: $10 million to $50 million Estimated Debt: $10 million to $50 million Paul Summers, chief financial officer, signed the petitions. A full-text copy of Rentech WP U.S. Inc.'s petition is available for free at: http://bankrupt.com/misc/deb17-12958.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ QSL Guaranty $13,505,999 Attn: President or General Counsel 961 Champlain Boulevard Quebec City, QC G1K 4J9 Canada Attn: President or General Counsel Fax: 418‐522‐9761 Email: glemont@qsl.com; cgauthier@qsl.com Trinityrail Canada, Inc. Litigation $1,900,000 Attn: President or General Counsel W 510131 PO Box 7777 Philadelphia, PA 19175‐0131 Candian National Railway Company Litigation $1,200,000 Attn: President or General Counsel De La Gauchetiere Street West Montreal, QC H3B 2M9 Canada Keith B. Forman Severance Fee $1,032,488 5626 Newington Court & Earned Vacation Bethesda, MD 20816 Email: kmindc@comcast.net BDO Professional $265,000 Attn: Matt Demong Services -Audit/ PO Box 642742 Tax Pittsburgh, PA 15264‐2473 Tel: 617‐422‐7575 Email: mdemong@bdo.com Deloitte Tax LLP Professional $208,443 Email: Services-Tax michellecaballes@deloitte.com Oracle America, Inc. IT/Communications $107,956 Email: ERP Cloud Services mohammed.nabiel@oracle.com Akin Gump Strauss Hauer & Feld LLP Professional $100,000 Email: dcronin@akingump.com Services Center West Rent-Wilshire $98,448 Email: info@indivest.com Office(Now Subleasing) Cigna Health & Life Insurance Co. Health Insurance $60,000 Email: david.cordani@cigna.com Claims-Medical Nasdaq Corporate Solutions, LLC Investor Relations- $44,151 Email: sharon.tan@nasdaq.com Desktop Exchange Data Cafarella, Zuleakha Earned Vacation $40,673 Pricewaterhousecoopers, LLP Professional $33,540 Email: ngoc.tram.ngo@pwc.com Services-Tax Bloomberg Finance L.P. Finance Expense- $28,975 Email: mlal10@bloomberg.net Terminal Deloitte & Touche, LLP Professional $21,650 Email: cegalvez@deloitte.com Services-Sox Audit Sirva Relocation LLC Relocation Service $17,188 Email: cherita.shaw@sirva.com (Fulghum Fibres) Skadden Arps Slate Meagher & Professional Services $16,759 Flom Legal Email: david.reamer@skadden.com Corn, Dennis Earned Vacation $16,082 KPMG, LLP Professional Services $12,000 Email: aagonzalez@kpmg.com Economic and Valuation Services Amey, Kenneth Christopher Earned Vacation $9,433 Seals, Tianna Earned Vacation $5,789 Solium Capital LLC Legal Expense $4,593 Email: ar@solium.com Delta Dental of CA Health Insurance $4,050 Claims-Dental ADP Human Resources- $3,513 Email: cynthia.granados@adp.com Payroll & Benefits Admin. Computershare Investor Relations- $1,825 Transfer Agent - Registrar Fees Thomson Reuters Legal Expense $1,788 Email: bob.farrell@thomsonreuters.com Bank Of New York Mellon Legal Expense $1,275 Email: robert.hough@bnymellon.com Marketforms LLC Legal Expense- $479 Email: accounting@marketforms.com Subscription Channel Marketing Resources Inc. Investor Relations- $168 Email: Website Update norm@channelmarketingresources.net Cheng Jiangchen Litigation Unknown Email: esams@glancylaw.com RENTECH INC: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------- Rentech, Inc., an owner and operator of wood fibre processing and wood pellet production businesses, on Dec. 19, 2017, disclosed that it and its subsidiary, Rentech WP U.S. Inc. have filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The purpose of the bankruptcy filing is to seek to sell the assets of the Company's Fulghum Fibres and New England Wood Pellet subsidiaries and facilitate an orderly wind-down of Rentech Inc. Fulghum Fibres U.S. and New England Wood Pellet On December 15, 2017, the subsidiaries of the Company conducting its Fulghum Fibres business in the U.S., which have not filed for bankruptcy protection, entered into an Asset Purchase Agreement with an affiliate of Scott Davis Chip Company, Inc. for the sale of substantially all of the assets of that business. The closing of this transaction is subject to specified closing conditions, including the approval of the Bankruptcy Court. On December 18, 2017, the subsidiaries of the Company conducting its New England Wood Pellet business, which have not filed for bankruptcy protection, entered into an Asset Purchase Agreement with Lignetics of New England, Inc., a subsidiary of Lignetics, Inc., for the sale of substantially all of the assets of that business. The closing of this transaction is also subject to specified closing conditions, including the approval of the Bankruptcy Court. The filing of the voluntary petition for relief under Chapter 11 by Rentech, Inc. and Rentech WP U.S. Inc. is not expected to impact the ordinary course operations of the Fulghum Fibres or New England Wood Pellet businesses. Canadian Operations On December 15, 2017, the subsidiary of the Company that owns the Atikokan Facility entered into an Asset Purchase Agreement with 2607043 Ontario Inc., an affiliate of True North Timber, a forest resources company, for the going-concern purchase of substantially all of the assets of the Atikokan operations. The Wawa Facility located in Wawa, Ontario remains idle. The corporate owner of the Wawa Facility, RTK WP Canada, ULC, has applied to the Ontario Superior Court of Justice for the appointment of a receiver and manager, to facilitate the sale or liquidation of the Wawa Facility. The appointment of a receiver and manager to sell or liquidate the Wawa Facility is not expected to impact the ordinary course operations of the Atikokan Facility. Current Secured Debt Position; Additional Information As of November 30, 2017 on a consolidated basis, the Company has approximately $65.3 million of secured debt. Based on the sales prices currently anticipated for the Fulghum Fibres U.S. and New England Wood Pellet businesses and the Atikokan Facility, it is not presently expected that any proceeds from these transactions will be available for distribution to stockholders of the Company. Further information regarding the Fulghum U.S., New England Wood Pellet and Atikokan transactions and related matters will be available in a Form 8-K filed with the Securities and Exchange Commission. About Rentech, Inc. Wash.-based Rentech, Inc., is a renewable energy company that specializes in the processing and manufacturing of wood fibre and nitrogen fertilizer. The Company specializes in the production and utilization of wood fibre into various high value products, such as wood pellets and wood chips. The Company also manufactures nitrogen fertilizers. ROCKY MOUNTAIN: Signs Manufacturing Deal with Mexico's CBD ---------------------------------------------------------- Rocky Mountain High Brands, Inc., entered into a three-year Master Manufacturer Agreement with CBD Alimentos SA de CV, a Mexican food and beverage distributor on Dec. 4, 2017. Under the Agreement, CBD will be the Company's exclusive distributor in Mexico of all of its energy and soft drinks with hemp seed oil and hemp seed extract. In turn, Rocky Mountain will be CBD's exclusive supplier of those products. For the exclusivity to remain effective through 2018, the Company must supply, and CBD must purchase, at least 16,000,000 cans. Volume requirements for 2019 will be negotiated. The beverages supplied to CBD will be private label products made to order for CBD, and the Company will cooperate on laboratory and taste-testing of each batch of beverages at the copacking facility. CBD's initial purchase order will be at least 8,000,000 cans, with a 50% deposit on all orders to be segregated into a separate operating account established and maintained by the Company. CBD will maintain a positive cash balance in the account at all times. The Company will have full unilateral authority to disburse funds from the account to vendors, suppliers, copackers and the Company solely for the purposes of production and the Company's margin on the sale. A full-text copy of the Master Manufacturer Agreement is available for free at https://is.gd/Vj52Tx About Rocky Mountain Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported a net loss of $9.27 million for the year ended June 30, 2017, following net income of $2.32 million for the year ended June 30, 2016. As of Sept. 30, 2017, Rocky Mountain had $1.04 million in total assets, $7.49 million in total liabilities, all current, and a total shareholders' deficit of $6.44 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a shareholders' deficit of $7.304 million, an accumulated deficit of $26.15 million at June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. SEMIRA AHMED HUSSIEN: U.S. Trustee Appoints Patricia Hunter as PCO ------------------------------------------------------------------ Gail Brehm Geiger, Acting U.S. Trustee for Region 18, notified the U.S. Bankruptcy Court for the Western District of Washington that Patricia Hunter was appointed the Patient Care Ombudsman in the chapter 11 case of Semira Ahmed Hussien. Ms. Hunter's contact information is: Patricia Hunter Washington State Long-Term Care Ombudsman Multi-Service Center PO Box 23699 Federal Way, WA 98093 (253) 838-6810 Ext 174 stateombuds@multi-servicecenter.com Semira Ahmed Hussien filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 17-14845) on Nov. 2, 2017, and is represented by Emily A. Jarvis, Esq. of Wells and Jarvis, P.S. SENTRIX PHARMACY: Hires Ver Ploeg as Special Insurance Counsel -------------------------------------------------------------- Sentrix Pharmacy and Discount, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Jason S. Mazer and Ver Ploeg & Lumpkin, P.A. as special insurance counsel. Prior to the bankruptcy filing, the Debtor was in administrative litigation with the Texas Division of Workers Compensation, Benefit Review Conference and State Office of Administrative Hearings (Texas OAH) with regard to the denial by certain insurers of Debtor's claims for reimbursement of pharmacy charges for medication provided to the insurance companies' insured members. The Debtor seeks to retain Ver Ploeg as special insurance counsel to assist the Debtor with the prosecution and resolution of the Texas OAH administrative litigation. Ver Ploeg will be paid a contingency fee of 40% on any gross recovery for any of the Texas OAH Claims. Jason S. Mazer, Esq. attests that neither he nor the firm hold or represent any interest adverse to the estate, and they are disinterested persons ad required by 11 U.S.C. Sec. 327(a). Ver Ploeg can be reached through: JASON S. MAZER Ver Ploeg & Lumpkin, P.A. 100 S.E. Second Street, 30th Floor Miami, FL 33131 Phone: 305-577-3996 Fax: 305-577-3558 Email: jmazer@vpl-law.com About Sentrix Pharmacy and Discount Sentrix Pharmacy and Discount, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-19073) on July 19, 2017. The Hon. Raymond B. Ray presides over the case. Rappaport Osborne & Rappaport, PLLC 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 Spencer Maklin, its vice president. The Debtor employed Delle Fave Tarrasco & Co, CPA, LLP, as accountant. STEMTECH INTERNATIONAL: Committee Seeks Chapter 7 Conversion ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Stemtech International, Inc., filed a motion asking the U.S. Bankruptcy Court for the Middle District of Florida to convert Debtor Stemtech's chapter 11 case to a case under chapter 7, or alternatively, to appoint a chapter 11 trustee to manage the affairs of the Debtor in the chapter 11 case. The Committee submits that the Debtor's management has failed to exhibit the minimal level of competence needed to manage the Debtor's affairs or the chapter 11 process in an effective and efficient manner for the benefit of the general unsecured creditors. The management's incompetence has led to an untenable situation that has crippled the Debtor's prospects for reorganization and resulted in the loss of significant value that should have been captured in the Debtor's estate. The harm caused by the totality of the management's poor decisions and consistent failure of its business plan for more ten months together to demonstrate that all parties in interest will be served by conversion of the Debtor's chapter 11 case to a case under chapter 7. Cause exists to convert the Debtor's chapter 11 case to a case under chapter 7 because the Debtor's management has failed to use the entire period of the Debtor's bankruptcy case to steer the Debtor towards a successful reorganization. The loss of estate value caused by the management's financial and operational mismanagement establishes that the current management is incapable of managing the Debtor's affairs for the benefit of the estate and the Debtor's creditors. Here, the Debtor's management is destroying any remaining value, if any, available to the general unsecured creditors. Further, the Debtor's current management is making the Debtor into a mere shell of its former self which is increasingly harming the general unsecured creditors. The financial and operational bleeding must stop now. The failure of management to recognize, let alone fulfill, the fiduciary obligations owed by the Debtor to all of its creditors provides ample cause to convert the chapter 11 case to chapter 7. The gross mismanagement of the Debtor to date clearly provides cause to convert the Debtor's chapter 11 case to a case under chapter 7, and such conversion is in the best interest of the creditors of the estate. Nevertheless, the Committee recognizes that, even given the Debtor's dire financial situation, if a "white knight" investor appears prior to the adjudication of this motion by the court and is willing to serve as a plan funder, then there might exist the possibility of confirming a plan that provides meaningful distribution to the general unsecured creditors. Accordingly, if such circumstances come to pass and an investor appears prior to the adjudication of this motion that is willing to invest in the Debtor, the Committee asks the Court to appoint a chapter 11 trustee to oversee the plan process on behalf of the Debtor. A full-text copy of the Committee's Motion is available at: http://bankrupt.com/misc/flsb17-11380-210.pdf Counsel for the Official Committee of Unsecured Creditors: Christopher A. Jarvinen Florida Bar No. 021745 Paul Steven Singerman Florida Bar No. 378860 140 Brickell Avenue, Suite 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 cjarvinen@bergersingerman.com singerman@bergersingerman.com 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. STERLING CAPITAL: Fitch Affirms BB Trust Pref. Securities Rating ---------------------------------------------------------------- Fitch Ratings has affirmed Umpqua Holdings Corporation's (UMPQ) long- and short-term Issuer Default Ratings (IDRs) at 'BBB+'/'F2'. The Rating Outlook remains Stable. The affirmation reflects the company's strong asset quality, good capital levels, and solid deposit franchise in its core markets. The rating action follows a periodic review of the mid-tier regional banking group, which includes BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs and VR UMPQ's ratings are supported by the company's solid franchise in its core markets, sound capital metrics, good liquidity and funding profile, and strong asset quality metrics. Asset quality is supported by the company's sound underwriting standards and management's focus on diversification and balanced growth in the loan portfolio. UMPQ's ratings remain constrained by its earnings profile, which remains somewhat volatile relative to peers due to the company's relatively limited non-interest income businesses and its higher proportion of mortgage banking income, which is a seasonal and cyclical business. The company's core profitability, as measured by return on average assets (ROA), continues to fall slightly short of 1% and the peer median. Positively, Fitch believes management has laid out credible plans to address these earnings issues by focusing on efficiency gains, digital initiatives, exiting indirect auto lending, and increasing its non-interest income, primarily through growth in its larger commercial client segment. Management is targeting at least 1.1% ROA by 2020 in a flat rate environment, which Fitch views as reasonable and achievable. UMPQ's asset quality metrics remains amongst the best in the mid-tier regional bank peer group. Fitch views this as a product of the company's solid underwriting practices in its core lending segments, proactive resolution of problem credits, sound risk controls framework, and the benign credit environment. As of the third quarter of 2017 (3Q17), non-performing loans (including accruing troubled debt restructurings) stood at 0.65%, a modest uptick from a year ago, while net charge-offs in 2017 have been 21 bps of average loans, in line with peer averages and quite stable from prior periods. The rating action incorporates the view that asset quality will deteriorate moderately from current levels, given Fitch's view that asset quality at U.S. banks is at unsustainably good levels. Over time, Fitch believes UMPQ's credit metrics will perform somewhat better than peer averages due to the company's strong underwriting track record in its residential mortgage, multifamily and commercial real estate portfolios. Fitch continues to view the company's outsized growth in construction, home equity, and leasing somewhat cautiously, though the overall level of loan growth is slightly below the peer median at a reasonable 6% year-over-year at 3Q17. Fitch views favorably the company's decision to exit the indirect auto lending business given the highly competitive environment in this segment, though credit performance for UMPQ's indirect auto portfolio remains strong. While the exit of indirect auto will be a modest growth headwind, Fitch continues to expect mid-to-high single digit overall loan growth at UMPQ, driven by its commercial, construction, leasing, and home equity segments. UMPQ's capital position remains solid for its risk appetite and is supportive of the company's rating level. UMPQ's common equity tier 1 ratio (CET1) of 11.1% is roughly in line with the peer group median and has been relatively stable over the past year. Fitch notes the company's management of capital has been conservative over a long period of time and expects capital levels to remain at or modestly below current levels. While the company's dividend payout ratio at 60% or more is high, Fitch views this as manageable in the context of the lack of stock buybacks and UMPQ's overall solid financial profile. Fitch views UMPQ's funding and liquidity profile as a strength, supported by its strong deposit franchise in Oregon, where it has 10.2% market share, along with solid positions in parts of Washington and northern California. This position and the company's sizable retail deposit base have allowed the company to maintain below peer average deposit costs over time, along with a low reliance on wholesale funding sources. This should position the bank well for a rising rate environment, especially given its solid position in more isolated, rural markets. Fitch believes this advantageous funding position is largely a product of management's successful implementation of a customer-oriented corporate culture and its unique branch strategy. Additionally, Fitch believes the company is ahead of many peers in developing its digital platforms, which will continue to benefit UMPQ's franchise moving forward. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES UMPQ's trust preferred securities are notched two times below its VR for loss severity and two times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Umpqua Bank are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY UMPQ's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR UMPQ has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VRs, AND SENIOR DEBT Fitch believes UMPQ's ratings are currently at the higher end of their potential range and that positive rating momentum is unlikely within the Rating Outlook horizon. Over the longer term, UMPQ's ratings could gain positive momentum if the bank builds a more diverse fee income base and achieves a level of earnings more in line with higher rated peers while maintaining capital levels and credit metrics ahead of the peer group average. UMPQ's ratings are supported by its strong asset quality metrics and good capital levels relative to peers. If asset quality metrics were to decline below peer averages or if Fitch observes weakening underwriting standards in pursuit of growth targets, negative rating pressure would likely occur. While not expected, should UMPQ manage capital more aggressively, such that its CET1 Ratio falls towards the bottom of its peer group or if earnings performance over time is materially worse than the peer group average, negative rating momentum could develop. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for UMPQ and its operating companies' trust preferred securities are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to UMPQ's long- and short-term IDR. HOLDING COMPANY Should UMPQ's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since UMPQ's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: Umpqua Holdings Corporation -- Long-term IDR 'BBB+'; Outlook Stable -- Short-term IDR 'F2'; -- Viability Rating 'bbb+'; -- Support '5'; -- Support Rating Floor 'NF'. Umpqua Bank -- Long-term IDR 'BBB+'; Outlook Stable -- Short-term IDR 'F2'; -- Viability Rating 'bbb+'; -- Long-term deposits 'A-'; -- Short-term deposits 'F2'; -- Support '5'; -- Support Rating Floor 'NF'. Umpqua Statutory Trust II - V -- Trust preferred securities 'BB'. Umpqua Master Trust I and IB -- Trust preferred securities 'BB'. Sterling Capital Trust III - IV and VI - IX Sterling Capital Statutory Trust V -- Trust preferred securities 'BB'. Lynnwood Financial Statutory Trust I and II -- Trust preferred securities 'BB'. Klamath First Capital Trust I -- Trust preferred securities 'BB'. HB Capital Trust I Humboldt Bancorp Statutory Trust I - III -- Trust preferred securities 'BB'. CIB Capital Trust -- Trust preferred securities 'BB'. Western Sierra Statutory Trust I - IV -- Trust preferred securities 'BB'. STONE OAK: Payment to Lucas County Upped $632 Per Month ------------------------------------------------------- Stone Oak Investments, LLC, filed with the U.S. Bankruptcy Court for the District of Ohio an Amended Disclosure Statement in relation to its Plan of Reorganization. Under the Amended Disclosure Statement, the secured claim of Lucas County Treasurer will be paid $632.70 per month over a period not to exceed five years. The amount to be paid constitute the present value of the county's claim based upon a fixed annual interest rate of 12.00%. The original Disclosure Statement proposed to pay the county $536.75, which amount constituted the present value of the county's claim based upon a fixed annual interest rate of 5.00%. The Debtor's Plan of Reorganization proposes to pay creditors from cash infusions of capital from the Debtor's principal, Bonnie Sue Ostrander. Based on this proposal, the Debtor has obtained an order from the Court allowing it to establish a special account under Bankruptcy Rule 3020 for the purpose of partially implementing this Plan. At the time of the filing of the Disclosure Statement, this account had or will have more or less a balance of $11,283.00, with all the funds coming from Ms. Ostrander. The Debtor's sole tangible assets consist of a parcel of real property located at 9136 Angola Road, Holland, Ohio. The Debtor recently obtained an appraisal for this Property showing that it has a value of $13,000, which appraisal was obtained subsequent to the removal of a canopy that had originally been erected as part of a special use zoning variance as a point of distribution for diesel fuel as part of the adjacent property. At this time, no income is derived from the Property. The Debtor believes, however, that the Property may, in the future, realize income based upon the property's adjacency to an entity operating a gas station/convenience store which must utilize the Property for drainage purposes. For this purpose, the Debtor listed in its bankruptcy schedules a potential claim against this entity for trespass. To the extent Ms. Ostrander Debtor retains her equity interest, she intends to pursue the Trespass Claim and the revenue derived therefrom will enable the Debtor, after the consummation of the Plan, to become an operating entity with income. Class Two consists of the secured Claim of Piggot, LTD for a mortgage against the Debtor's Property in the amount of $72,497.25. In the proposed Plan, the Claim of Pigott will be treated as a fully unsecured claim. Farmers and Merchants State Bank also holds a mortgage against the Debtor's Property. Under the Plan, the Debtor classified the claim of Farmers and Merchants under Class three. Pursuant to a judgment entered by the Lucas County Court of Common Pleas in Case Number TF2013014444 on November 13, 2014, the Court made a finding, with respect to the Mortgage, that the claim of Piggot, LTD in the Debtor's Property was superior in right to that of the Mortgage claim by Farmers and Merchants. Since no proof of claim had been filed by Farmers and Merchants, this claim will be treated as a fully unsecured claim Columbia Gas of Ohio also filed a general unsecured claim in the amount of $399.61. This claim arose as part of the Debtor being utilized as a management company for assets held by Ms. Ostrander -- such Property was never in the name of the Debtor. In addition, Mr. Ostrander asserts that she has since paid the claim and if this claim is not withdrawn, the Debtor will object to the same. The Debtor anticipates that the claims of Farmers and Merchants and Columbia Gas will not be allowed claims, and thus will not be entitled to receive a distribution under the Debtor's proposed Plan. In the Plan, Class Four consists of all general unsecured claims against the Debtor. Claimants under Class Four will be entitled to receive, based upon the amount of their allowed unsecured claim, a pro-rata distribution as follows: (a) $14,791, representing the liquidation value of the Debtor; and (b) the amount of the Capital Contribution made under Class Five of the Plan. The Plan provides that distributions will occur as follows: (A) Distribution from the Special Account ($11,283) and on account of the Capital Contribution ($1,000) will be made, pro-rata on allowed unsecured claims, on the later of the following dates: on the fifth day of the month following the date on which all claims filed by the Bar Date become allowed claims or on the fifth day of the month following the Effective Date of the Plan. (B) The remaining amount to be disbursed, estimated to be $2,508, will be disbursed, prorate on allowed unsecured claims, and will be made over a period of one year, in 12 equal monthly payments. All claimants holding allowed unsecured claims in this Class are impaired, and are entitled to vote on the proposed Plan. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ohnb17-31741-52.pdf About Stone Oak Investment LLC The Debtor is an Ohio Limited Liability Company. Its sole member is Ms. Ostrander who is also the sole manager of the Debtor. Ms. Ostrander does not receive any compensation from the Debtor. Stone Oak Investment, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 17-31741) on June 1, 2017. The petition was signed by Bonnie Ostrander, managing member. The Debtor is represented by Eric R. Neuman, Esq., at Diller and Rice. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $50,000 to $100,000 in estimated liabilities. SUNIVA INC: Needs Time to Conclude Trade Case & File Exit Plan -------------------------------------------------------------- Suniva Inc. asks the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive periods to file and solicit acceptances for a chapter 11 plan by 90 days, through and including March 13 and May 12, 2018, respectively, without prejudice to seek further extensions of the Exclusive Periods. If an objection is properly filed on or before December 27, 2017, a hearing on the Motion will be held before on January 16, 2018 at 11:00 a.m. On May 19, 2017, the Court entered a final order approving and authorizing the Debtor to obtain postpetition financing from two lenders. The DIP Financing provided the Debtor with the necessary liquidity to evaluate and pursue its options for reorganization, including, a petition the Debtor filed with the United States International Trade Commission ("USITC") under section 201 of the Trade Act of 1974. As a result of filing the Section 201 petition on April 26, 2017 ("Trade Case") and completing other related tasks, the USITC formally initiated proceedings under Section 201 on May 23. Thereafter, on September 22, the USITC issued a unanimous decision determining that increased imports of crystalline silicon photovoltaic cells into the United States have caused serious injury to the domestic solar industry. As a result of the favorable Injury Determination, the USITC proceeded to the remedy phase of the Trade Case and held a public hearing on October 3. It submitted its remedy recommendation to the President of the United States on November 13. Subsequently, the Office of the United States Trade Representative requested briefing and a held hearing on the Trade Case. It is expected that the President's decision in the Trade Case will occur in mid-to-late January 2018. However, the Exclusive Periods will expire before the President is expected to issue his decision. Accordingly, the Debtor submits that a 90-day extension of the Exclusive Periods is necessary to extend the time in which the Debtor may file a plan and solicit acceptances thereof after receiving notice of the President's decision in the Trade Case. In addition to the Section 201 process, the Debtor and its professionals have, among other things, negotiated and documented an amendment to the DIP Financing, which DIP Amendment was approved by order of the Court on October 13, 2017. The DIP Amendment provided for an increase of $3,001,398 to the original DIP Financing for a total aggregate commitment of all DIP Lenders in the amount of $8,301,398. The DIP Amendment funds are governed by a budget covering the period from October 16, 2017 through and including December 31 thereby permitting the Debtor to continue prosecuting the Trade Case and pay administrative expenses of the estate through year end. In addition to the efforts concerning the DIP Amendment, the Debtor also devoted a significant amount of time to (a) defending against a class action complaint brought by former employees of the Debtor who assert that the Debtor violated the WARN Act; (b) negotiating with purported secured creditors regarding the disposition of their collateral, including conflicting claims thereto; and (c) responding to information requests from the Debtor's DIP Lenders and the Committee. Considering the Debtor's progress thus far, and considering the forthcoming conclusion to the Trade Case, the Debtor believes that the concerns embodied by this factor are adequately addressed and that this factor therefore weighs in favor of extending the Exclusive Periods. Indeed, any bankruptcy plan that the Debtor may propose will be based upon the outcome of the Trade Case, and that process is not yet complete. Moreover, the Debtor firmly believes that it remains in the best position to propose and confirm a chapter 11 plan and that granting an extension of the Exclusive Periods will facilitate the Debtor's efforts toward that goal. The Debtor submits that granting of the extensions of the Exclusive Periods will maintain an environment where the Debtor and its creditors can work together toward the common goal of confirming either a plan of reorganization or a plan of liquidation. The Debtor and its professionals have consistently conferred with various constituencies on all major substantive and administrative matters in the Debtor's Chapter 11 Case, often altering its position in deference to the views of the Committee, its secured creditors, its postpetition lenders, the United States Trustee, and other parties in interest. The Debtor assures the Court that it has no intention of discontinuing these dialogues if the requested extension is granted. About Suniva, Inc. Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. -- http://www.suniva.com/-- is a manufacturer of PV solar cells with manufacturing facilities at its metro-Atlanta, Georgia headquarters as well as in Saginaw, Michigan. Impacted by Chinese manufacturers who are able to flood the U.S. market for solar cells and modules with cheap imports, Suniva, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10837) on April 7, 2017. Suniva estimated $10 million to $50 million in assets and $100 million to $500 million in debt. The Hon. Kevin Gross is the case judge. Kilpatrick, Townsend & Stockton LLP is serving as general counsel to the Debtor. Potter Anderson & Corroon LLP is serving as Delaware counsel, with the engagement led by Stephen R. McNeill, Jeremy William Ryan. Garden City Group, LLC, is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 27, 2017, appointed five creditors of Suniva, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Seward & Kissel LLP as counsel, Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Emerald Capital Advisors as financial advisors. SYNOVUS FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating ----------------------------------------------------------- Fitch Ratings has affirmed Synovus Financial Corporation's (SNV) Long- and Short-term Issuer Default Ratings (IDRs) at 'BBB-'/'F3'. The Rating Outlook has been revised to Positive from Stable. The affirmation reflects the company's solid franchise in its core markets, good liquidity and funding profile, and improving profitability and asset quality. The rating action follows a periodic review of the midtier regional banking group, which includes BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs, VR, AND SENIOR DEBT The affirmation of SNV's ratings reflects the company's solid market position in Georgia and Alabama, where it ranks 4th and 5th in deposit market share, respectively, and raises nearly 75% of its total funding. The ratings also reflect SNV's relatively high commercial real estate concentration and its below peer average capital levels. The revision of the Outlook to Positive from Stable reflects the company's improving asset quality and earnings, which have benefited from several strategic initiatives along with the favorable credit and interest rate environments. Fitch believes that over time, improvements in SNV's earnings profile, which has been near peer averages in 2017, could warrant a higher rating level should momentum continue and drive earnings above peer levels combined with asset quality metrics remaining in line with peer averages. During the third quarter of 2017 (3Q17), SNV completed the acquisition of certain assets and liabilities of World's Foremost Bank (WFB) and simultaneously sold the credit card assets and related liabilities acquired to Capital One Bank. SNV retained $1.1 billion of brokered time deposits at a slightly discounted rate to market and received a $75 million fee as a part of the transaction. Fitch views this transaction as financially driven, as opposed to strategic, though the fee allowed SNV to take several actions, which Fitch views favorably. Also in 3Q17, SNV undertook several balance sheet actions to reduce expenses and problem assets, which resulted in one-time costs. The company transferred $78 million of non-performing loans to held for sale, accelerated the disposal of some repossessed real estate, and repositioned some securities investments, along with several smaller actions. In 4Q17, the company anticipates a $25 million charge related to early debt extinguishment. Collectively, these actions will utilize most of the $75 million fee from the WFB transaction, though in Fitch's view SNV will be in a stronger position, with lower problem asset levels and reduced operating costs. SNV's asset quality has continued to improve during 2017, in part due to the aforementioned actions along with incremental progress in working down problem assets. Fitch calculates SNV's nonperforming assets including accruing troubled debt restructurings (NPAs) at 1.07% at 3Q17, improved from 1.59% at 3Q16 and 1.95% at year-end 2015. SNV's level of NPAs is now slightly stronger than the mid-tier peer group average, having historically trailed the peer group post-crisis. Fitch notes this improvement in asset quality has come with limited net charge-offs (NCOs), excluding some NCOs taken as a part of the balance sheet restructuring activity in 3Q17. Fitch believes SNV's concentration in commercial real estate (CRE) loans makes the company somewhat more vulnerable than peers to an idiosyncratic shock in this asset class. SNV's CRE excluding owner-occupied CRE was 2.6x common equity Tier 1 (CET1) capital at 3Q17, or 4.4x CET1 including owner-occupied CRE. SNV's earnings have continued to show improvement due to benefits from efficiency initiatives by management along with the benign credit environment and rising interest rates. SNV has seen more benefit than peers from rising interest rates to date, with the net interest margin (NIM) at 3.63% in 3Q17, a 36 basis point (bps) increase year-over-year. This, combined with nearly 400bps of year-over-year efficiency ratio improvement, has driven SNV's return on average assets (ROAA) to roughly 1%, in line with the peer group average. Fitch believes SNV's earnings will benefit from further interest rate increases due to its granular deposit base with nearly 47% of deposits in core checking accounts. Management continues to focus on further technology, business, and expense initiatives, which could lead to further gains in the company's efficiency ratio. Fitch views this trend of earnings improvement positively, though it has come within the context of historically low credit costs and significant growth in the company's consumer lending partnerships (up 16% year-over-year), which are untested through a credit cycle. Fitch believes moving forward that growth in this business will moderate. Fitch also notes that fee income accounts for only 21% of revenue for SNV, which is below peer averages and makes SNV more reliant on the interest rate cycle for earnings momentum. Despite these constraints, should Fitch observe core earnings above peer averages with stable asset quality and capital levels, SNV's rating could be upgraded one notch. Fitch believes SNV's capital levels are adequate in the context of its risk profile and rating level. The company's transitional CET1 ratio of 10.1% is roughly flat from a year ago and remains on the lower end of the peer group. Fitch believes SNV will continue to return capital to shareholders while pursuing organic loan growth, though capital ratios are expected to only modestly decline from current levels. Fitch notes that SNV had roughly $272 million of deferred tax assets (DTA) on its balance sheet as of 3Q17, of which $90 million is disallowed for the purposes of calculating CET1. If the corporate tax rate were lowered, this DTA position would result in a one-time charge against earnings. Over several quarters, the company would earn this charge back through a lower overall tax rate, and ultimately tax reform would be beneficial for SNV. SNV's liquidity and funding profile remains supportive of the rating level, with the loan to deposit ratio at 94% at 3Q17. Fitch also notes the company's wholesale funding levels are lower than the peer group average, as SNV has made significant progress over time in improving its funding mix. SNV continues to have strong market presence, particularly in rural markets of southwest Georgia and eastern Alabama. This could have a net positive impact on funding costs and on the company's bottom line over time if it is able to successfully lag deposit pricing in those more isolated markets where it has dominant market share in a rising rate environment. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES SNV's subordinated debt is notched one level below its VR for loss severity. SNV's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Synovus Bank are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY SNV's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR SNV has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VR, AND SENIOR DEBT As reflected by the Positive Outlook, Fitch believes there could be upside to the company's ratings in the context of SNV's solid franchise and deposit funding profile. In recent quarters, SNV's earnings have been roughly in line with peer averages due to improvement in efficiency and NIM. Should earnings stabilize above peer averages while net charge-offs and asset quality also remain in line with peer averages, there could be upward rating momentum provided capital levels are maintained within Fitch's expectations. Fitch believes SNV may consider merger and acquisition (M&A) opportunities in order to build out its franchise and potentially gain further operating efficiencies. Should it occur, Fitch expects SNV's M&A activity to be absorbed effectively, reasonable in size, in geography and within the bank's core competencies. Should SNV partake in M&A activity that does not fit these attributes and/or results in earnings and capital metrics that are not commensurate with its rating level or pose integration risks, Fitch could take negative rating action. Sizable whole bank M&A would likely constrain potential positive rating momentum until it was fully integrated into the SNV franchise. Moreover, ratings would be sensitive to wholesale funding reverting back to a meaningful proportion of the funding mix or a reversal of the current improving asset quality trends, such that asset quality results are materially worse than peer averages. Given SNV's sizable CRE concentration, its ratings are sensitive to a decline in capital ratios that would increase its asset concentration relative to its capital base. While not expected, should the company's CET1 ratio decline below 9% there could be negative rating pressure, absent credible plans to return capital to above that level in a reasonable time frame. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for SNV and its operating companies' subordinated debt and preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The Long- and Short-term deposit ratings are sensitive to any change to SNV's Long- and Short-term IDR. HOLDING COMPANY Should SNV's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since SNV's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: Synovus Financial Corp. -- Long-term IDR at 'BBB-'; Outlook Revised to Positive from Stable; -- Short-term IDR at 'F3'; -- Viability Rating at 'bbb-'; -- Senior unsecured at 'BBB-'; -- Subordinated debt at 'BB+'; -- Preferred stock at 'B'; -- Support at '5'; -- Support Floor at'NF'. Synovus Bank -- Long-term IDR at 'BBB-'; Outlook Revised to Positive from Stable; -- Short-term IDR at 'F3'; -- Viability Rating at 'bbb-'; -- Long-term deposits at 'BBB'; -- Short-term deposits at 'F3'; -- Support at '5'; -- Support Floor at 'NF'. THINK FINANCE: Allowed to Use Cash Collateral on Interim Basis -------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Think Finance, LLC and its affiliates to use cash collateral consistent with the expenditures identified in the thirteen week forecast. The Debtors may use cash collateral to satisfy (a) any and all pre-Petition Date operating and other expenses approved by the Court, (b) obligations incurred in the ongoing post-Petition Date operations of the Debtors’ business, and (c) any and all costs and expenses arising in connection with the administration of the Debtors' estates, including, without limitation, for the payment of any fees and expenses owed to professionals employed by the Debtors or the Official Unsecured Creditors' Committee in these Chapter 11 cases upon the entry of an order from this Court authorizing the payment of such professional’s fees and expenses. The 13-week Budget provides total operating disbursements amounting to $7,506,886. GPL Servicing, Ltd., together with GPL Servicing Agent, LLC, Victory Park Management, LLC, and Victory Park Capital Advisors, LLC, referred to as the GPLS Secured Parties, are granted, as security solely to the extent of the diminution in the value of the cash collateral, (a) valid, perfected, and enforceable security interests in and upon the Collateral to the same extent, validity, and priority of the security interests held by the GPLS Secured Parties as of the Petition Date and (b) administrative expense claims. The replacement liens, however, will be subject to a carveout for the U.S. Trustee fees and a carveout for fees and expenses of professionals of the Committee. Said replacement Liens will be valid, perfected, enforceable, and effective upon entry of the Order without the necessity of execution, filing, or recordation of any financing statements or security agreements. The Debtors are required to provide to the U.S. Trustee, counsel to the GPLS Secured Parties and proposed counsel to the Committee, a report of actual receipts and disbursements for the prior week compared to the Thirteen Week Forecast on a weekly basis. A full-text copy of the Order is available at: http://bankrupt.com/misc/txnb17-33964-182.pdf About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate more than 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and American Legal Claims Services, LLC as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. represents the committee as bankruptcy counsel. TMTR HOLDINGS: Herrlichs Buying Port Aransas Property for $950K --------------------------------------------------------------- TMTR Holdings, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property and improvements described as 475 Bayside Drive, Port Aransas, Texas, to Thomas G. Herrlich and Lisa M. Herrlich for $950,000. Objections, if any, must be filed within 21 days from the date of Motion service. The real property is a single family residence located in the Island Moorings Subdivision in Port Aransas, Texas. The real property is subject to a mortgage lien to New First National Bank in the approximate amount of $830,000 with $9,500 earnest money. All outstanding ad valorem taxes, including the Nueces County ad valorem taxes (including 2017), will be paid in full from the sale. The ad valorem taxes are in the projected amount of $46,380. The Debtor proposes to sell the real property for the cash sales price in the amount of $950,000 the Buyers. The sale is scheduled to close by Jan. 29, 2018. The Debtor proposes to sell the real property to the Buyers be free and clear of all liens, claims and encumbrances. The liens of New First National Bank and the local ad valorem taxing authorities (Nueces County) will automatically attach to the net sales proceeds based upon their pre-petition priority, and paid through closing. A copy of the Residential Contract attached to the Motion is available for free at: http://bankrupt.com/misc/TMTR_Holdings_10_Sales.pdf The Debtor believes that the proposed sales price approximates the real property's market value in the context of such a sale, and is a reasonable value based upon the asset proposed to be sold and its marketability. T he house suffered damages in the recent hurricane season (Harvey), and the Buyers are purchasing the home as is, with the buyers to complete all repairs. The Debtor is keeping the balance of the insurance proceeds. The Debtor is asking permission to pay all reasonable closing costs, including real estate commissions (5%), directly at closing. The net proceeds from the sale will be paid to New First National Bank through cross-collateralization provisions on other debts owed to New First National Bank by the Debtor and a related Debtor (Double Rafter H Construction Company, LLC), in partial satisfaction of the outstanding balances owed on cross-collateralized debts of the Debtor. The Purchasers: Thomas G. and Lisa M. Herrlich 108 Black Diamond Portland, TX 78374 Telephone: (361)765-8595 E-mail: LHERRLICH@GMAIL.COM The Creditor: NEW FIRST NATIONAL BANK 10301 N E Zac Lentz Pkwy. Victoria, TX 77904-3132 About TMTR Holdings TMTR Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5, 2017. Judge Craig A. Gargotta presides over the case. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. The Debtor tapped William R. Davis, Jr., Esq. at Langley & Banack, Inc. as its legal counsel. TRAVIS WALK: Contempt Amount Discharged in Christian Bankr. Action ------------------------------------------------------------------ In the case captioned MELISA ANGELA CHRISTIAN, Appellant, v. PACIFIC WESTERN BANK, Appellee, Civil Action No. 4:17-CV-493 ( E.D. Tex.), Christian appeals from the judgment of the U.S. Bankruptcy Court for the Eastern District of Texas, wherein the bankruptcy court found that a civil contempt order for $100,000 entered by the U.S. Bankruptcy Court for the Northern District of Texas is a non-dischargeable debt and thus was not discharged by the Order of Discharge entered by the E.D. Bankruptcy Court. Having reviewed the bankruptcy judge's opinion, the record, the submissions of the parties, and the applicable law, District Judge Marcia A. Crone reverses the decision of the E.D. Bankruptcy Court. Christian, a dentist, was the president, sole owner, and guarantor of Travis Walk Dental Care, a dental office in Dallas, Texas. In the course of business, on Oct. 27, 2011, Travis Walk executed a loan agreement and U.S. Small Business Administration Note in favor of Appellee Pacific Western Bank. The terms of the Note were subsequently modified by a loan extension and modification agreement entered into by Travis Walk and PacWest. On Nov. 3, 2014, Travis Walk filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the N.D. Bankruptcy Court. Travis Walk filed an Emergency Motion for Interim Use of Cash Collateral, which the N.D. Bankruptcy Court granted on March 10, 2015. Pursuant to the Cash Collateral Order, Travis Walk was authorized to use the funds in the Cash Collateral Account for approved expenses. As further protection for PacWest, Travis Walk's largest creditor, the Cash Collateral Order required Travis Walk to pay PacWest "the amount of all excess funds on hand after payment of approved expenses." The Cash Collateral Order, along with Travis Walk's ability to use the cash collateral, was set to expire on March 31, 2015. Travis Walk, however, made no payments to PacWest, in violation of the Cash Collateral Order. On Feb. 8, 2016, the N.D. Bankruptcy Court entered a Civil Contempt Order, which held Christian and Travis Walk jointly and severally liable for the Contempt Amount. Christian and Travis Walk failed to pay the Contempt Amount to PacWest. On May 27, 2016, PacWest initiated an adversary proceeding against Christian in the E.D. Bankruptcy Court, asking the court to hold that the Contempt Amount owed by Christian is not dischargeable. Both parties filed cross-motions for summary judgment. The E.D. Bankruptcy Court granted summary judgment in PacWest's favor on June 29, 2017, concluding that the Contempt Amount is a valid post-petition debt. Thus, the court held that the Contempt Amount was not discharged by the Order of Discharge in the Christian Bankruptcy Action. Christian appeals from this decision. Christian appeals the E.D. Bankruptcy Court's judgment on two grounds. First, Christian maintains that the Contempt Amount accrued prior to the filing of the petition in the Christian Bankruptcy Action and, thus, is a dischargeable pre-petition debt. Notably, this is the only argument set forth in Christian's Opening Brief. Second, in her Reply Brief, Christian contends that the Contempt Order merely permitted PacWest to proceed with the contempt hearing but did not authorize the N.D. Bankruptcy Court to order the payment of any sanction. To the extent that the Contempt Order sought to authorize the N.D. Bankruptcy Court to order sanctions, Christian argues such would violate the automatic stay and therefore be invalid. In response to Christian's second argument, PacWest avers that Christian waived and abandoned it by not raising it in her Opening Brief. There is much debate on how broadly the term "claim" is to be interpreted in the context of future or contingent claims. Significantly, the question of how such term should be interpreted with regard to a contingent contempt claim has not been addressed in this context. Generally, in defining the term as it pertains to future and contingent claims, courts take three different approaches. Some courts apply the accrual theory. Under this approach, "'a claim' does not arise in bankruptcy until a cause of action has accrued under non-bankruptcy law." Other courts utilize the conduct test, under which a "claim" "arises at the moment the conduct giving rise to the alleged liability occurred." Thus, under the conduct theory, "if a debtor's conduct forming the basis of liability occurred pre-petition," the claim also arises pre-petition. Finally, under the pre-petition relationship test, a claim arises at the time of the conduct forming the basis for liability only if the debtor and claimant had some type of relationship at that time. Hence, a claim arises pre-petition if there is a pre-petition "relationship, such as contact, exposure, impact, or privity, between the debtor's prepetition conduct and the claimant." Unsurprisingly, the parties disagree as to which approach applies here. While Christian urges the court to apply the pre-petition relationship test, PacWest appears to suggest that the court deviate from all three approaches. In its brief, PacWest maintains that "the more appropriate inquiry to determine dischargeability of a contempt order is whether the contempt order was entered before or after a petition date." This argument, however, contravenes established law. Therefore, the court rejects this position. Importantly, the Fifth Circuit has expressly adopted the pre-petition relationship test in many scenarios. Nonetheless, the court need not determine which approach applies to a contingent contempt claim because, in this case, each method leads to the same conclusion: PacWest's claim for contempt is a pre-petition claim and, thus, was discharged when Christian filed a voluntary petition under Chapter 7 of the Bankruptcy Code in the E.D. Bankruptcy Court. Consistent with the foregoing analysis, the District Court finds that the E.D. Bankruptcy Court erred in finding that the Contempt Amount is a post-petition debt. The Contempt Amount is a pre-petition debt and was, therefore, discharged in the Christian Bankruptcy Action. A full-text copy of the Court's Memorandum and Order dated Dec. 8, 2017 is available at https://is.gd/TySg0F from Leagle.com. Melisa Angela Christian, Appellant, represented by Robert Thomas DeMarco, III, Law Offices of Robert T. Demarco. Pacific Western Bank, Appellee, represented by Katharine Battaia Clark -- Katie.Clark@tklaw.com -- Thompson & Knight LLP & John Piaget Vacalis, Squire Patton Boggs (US) LLP. VAUGHAN COMPANY: Lankfords Bid to Vacate Void Judgments Rejected ---------------------------------------------------------------- In the adversary proceeding captioned JUDITH A. WAGNER, Chapter 11 Trustee of the bankruptcy estate of The Vaughan Company, Realtors, Plaintiff, v. DAVID LANKFORD and LEE ANN LANKFORD, Defendants, Adversary Proceeding No. 12-1139-j (Bankr. D.N.M.), Bankruptcy Judge Robert H. Jacobvitz denied the Defendants' motion to vacate void judgments per rule 60(b)(4). The Motion to Vacate is another in a series of efforts the Lankfords have undertaken to overturn a summary judgment the Court entered against them in this adversary proceeding. The Lankfords continue to assert that the chapter 11 trustee and her counsel acted improperly in The Vaughan Company, Realtors' Chapter 11 bankruptcy case by deliberately and fraudulently miscalculating the Trustee's claims against them; and the Court acted improperly in connection with a discovery issue and by granting summary judgment. The Lankfords raise one factual issue in the Motion to Vacate that appears not to have been previously addressed. They complain about the Court having entered an order sealing certain documents from public view and ascribe a nefarious motive to that ruling. On Oct. 4, 2013, the Trustee filed a Motion to File Under Seal a Notice of Errata and an exhibit to the Trustee's motion for summary judgment asking the Court to seal those documents because they contained confidential financial account information. The Court entered an Order Granting Motion to File Under Seal authorizing the Trustee to file those documents under seal because they contained confidential financial account numbers. The sealing order was entered to protect the holders of the accounts, including Mr. Lankford. The Lankfords did not complain about the sealing order at the time. The Court finds the Lankfords' argument based on the sealing order to be without merit. The Lankfords also assert that the Court lost jurisdiction based on its alleged bias and should have recused even before it entered summary judgment against them. Though couched in terms of Rule 60(b)(4) and jurisdiction, this argument is not new. The Court has already addressed the Lankfords' claims of bias. Adverse rulings alone are insufficient to show improper bias. Further, as the Court previously determined, entry of summary judgment against the Lankfords without a trial comported with the requirements of due process. The Lankfords' argument that the Court's alleged bias renders the summary judgment void is without merit. The bankruptcy case is in re: THE VAUGHAN COMPANY, REALTORS, Debtor, No. 10-10759-j11 (Bankr. D.N.M.). A copy of the Court's Memorandum Opinion and Order dated Dec. 12, 2017 is available at https://is.gd/KW1KEJ from Leagle.com. Judith A. Wagner, Chapter 11 Trustee of the bankruptcy estate of the Vaughan Company, Realtors, Plaintiff, represented by James A. Askew -- jaskew@askewmazelfirm.com -- Askew & Mazel, LLC, Edward Alexander Mazel -- edmazel@askewmazelfirm.com -- Askew & Mazel, LLC & Daniel Andrew White -- dwhite@askewmazelfirm.com. -- Askew & Mazel, LLC. 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 Cunningham as Auctioneer ---------------------------------------------------------- Lynton Kotzin, the Chapter 11 trustee for Verdugo Enterprises LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Cunningham & Associates, Inc. as appraiser and auctioneer to appraise, assemble, and store the Debtor's property for safekeeping and to conduct a liquidation of the Debtor's property. The Trustee relates that, upon his initial review of this Chapter 11 case, he would like to store, liquidate, and appraise the Debtor's personal property. The Trustee has determined that an auction of the Property may yield funds for the Estate. In the course of administering the Estate, the Trustee may determine other assets should be auctioned. The Auctioneer will receive as compensation a buyer's premium fee in the amount of 10% of the final sale price, plus reimbursement of reasonable and necessary expenses. George Cunningham attests that Cunningham and its employees do not hold any interest or connections adverse to this Bankruptcy Estate or otherwise, with the Debtor, creditors, or any other party-in-interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee; and, is a disinterested entity as defined in 11 U.S.C. Sec. 101(14). The auctioneer can be reached through: George Cunningham CUNNINGHAM & ASSOCIATES INC. PO Box 67087 Phoenix, AZ 85082 Phone: 888-777-9888 Email: george@auctionaz.com About Verdugo Enterprises 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: Court Sets Jan. 12 Combined Plan Hearing ----------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order scheduling a combined hearing to consider both Walter Investment Management's Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization. The order states, "The Combined Hearing (at which time the Bankruptcy Court will consider, among other things, the adequacy of the Disclosure Statement and Solicitation Procedures, and confirmation of the Prepackaged Plan) will be held before the Honorable James L. Garrity, Jr., United States Bankruptcy Judge on January 12, 2018 at 10:00 a.m., with objections due on December 29, 2017. The Debtor shall file its brief in support of confirmation of the Prepackaged Plan, and its reply to any objections no later than January 5, 2018 at 2:00 p.m." According to documents filed with the Court, WIMC believes that its Chapter 11 case must "proceed in the most expeditious manner permitted by the Bankruptcy Code." Among other milestones contained in the restructuring support agreements is a January 31, 2018 deadline for Disclosure Statement approval and Plan confirmation. About Walter Investment Based in Fort Washington, Pennsylvania and established in 1958, Walter Investment Management Corp., formerly known as Walter Investment Management LLC -- 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. Walter Investment commenced a prepackaged chapter 11 case (Bankr. S.D.N.Y. Lead Case No. 17-13446) 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). As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debt of $15.21 billion. The case is assigned to Hon. James L. Garrity Jr. Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq. 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. WALTER INVESTMENT: Court Sets Jan. 12 Combined Plan Hearing ----------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order scheduling a combined hearing to consider both Walter Investment Management's Disclosure Statement and Prepackaged Chapter 11 Plan of Reorganization. The order states, "The Combined Hearing (at which time the Bankruptcy Court will consider, among other things, the adequacy of the Disclosure Statement and Solicitation Procedures, and confirmation of the Prepackaged Plan) will be held before the Honorable James L. Garrity, Jr., United States Bankruptcy Judge on January 12, 2018 at 10:00 a.m., with objections due on Dec. 29, 2017. The Debtor shall file its brief in support of confirmation of the Prepackaged Plan, and its reply to any objections no later than January 5, 2018 at 2:00 p.m." According to documents filed with the Court, WIMC believes that its Chapter 11 case must "proceed in the most expeditious manner permitted by the Bankruptcy Code." Among other milestones contained in the restructuring support agreements is a January 31, 2018 deadline for Disclosure Statement approval and Plan confirmation. About Walter Investment Based in Fort Washington, Pennsylvania and established in 1958, Walter Investment Management Corp., formerly known as Walter Investment Management LLC -- 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. Walter Investment commenced a prepackaged chapter 11 case (Bankr. S.D.N.Y. Lead Case No. 17-13446) 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). As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debt of $15.21 billion. The case is assigned to Hon. James L. Garrity Jr. Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq. 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. WALTOGUY ANFRIANY: Entitled to Attorney's Fees and Costs, Ct. Rules ------------------------------------------------------------------- The appellants in the appeals case WALTOGUY ANFRIANY and MIRELLE ANFRIANY, Appellants, v. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee, In Trust for the Registered Holders of Argent Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-W4, Appellee, No. 4D16-4182 (Fla. Dist. App.) petitioned for certiorari to review the trial court's order vacating their entitlement to attorney's fees and costs in a foreclosure action initiated by the appellee, Deutsche Bank National Trust. Anfriany raises substantive issues regarding the application of judicial estoppel to bar his entitlement to fees and costs, and a procedural issue. Because the trial court applied the wrong standard in dismissing the entitlement based on judicial estoppel, the Florida District Court of Appeal reverses and remands for further proceedings. Anfriany argues that the fee award was not his asset, but an asset of his attorney. Second, he argues the trial court improperly failed to consider the nature of the bankruptcy filing (reorganization of debt versus discharge of debt) and whether his failure to disclose was inadvertent. Here, the Appeals Court finds that the trial court erred by failing to properly apply the Florida doctrine of judicial estoppel. Instead, the trial court relied on In re Coastal Plains, Inc., a Fifth Circuit case, to conclude that judicial estoppel applied. To apply judicial estoppel to Anfriany's entitlement to fees and costs would bestow a windfall in favor of the Bank. Therefore, the Appeals Court quashes the trial court order vacating and dismissing Anfriany's entitlement to attorney's fees and costs based on judicial estoppel and remands the case to the trial court for further proceedings. A copy of the Appeals Court's Dec. 6, 2017 Decision is available at https://is.gd/mYcg8K from Leagle.com. Brian K. Korte and Scott J. Wortman -- swortman@briankortepl.com -- Korte & Wortman, P.A., West Palm Beach, for appellants. Julissa Rodriguez -- rodriguezju@gtlaw.com -- and Stephanie L. Varela -- varelas@gtlaw.com -- Greenberg Traurig, P.A., Miami, and C. Wade Bowden -- bowdenw@gtlaw.com -- and Tyrone Adras -- adrast@gtlaw.com -- Greenberg Traurig, P.A., West Palm Beach, for appellee. Waltoguy Anfriany filed for chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 13-20488) on May 3, 2013. WESTMOUNTAIN GOLD: Court Extends Plan Filing Deadline to Dec. 26 ---------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved WestMountain Gold's second motion to extend the exclusive period during which the Company can solicit plan acceptances through and including Dec. 26, 2017. As previously reported, "The Debtors have taken a number of actions in this case to further the reorganization and have moved diligently to reorganize with the filing of a Plan of Reorganization. The Debtors are currently soliciting acceptances for their Plan, however the hearing on confirmation of the Plan is not until December 19, 2017. The Debtors are entitled to the benefit of an exclusive sixty-day period to gain acceptance of their Plan provided it is filed during the exclusive period. The Debtors will not obtain this Bankruptcy Code provided benefit unless the exclusive period of 180 days is extended for the additional thirty days requested. Providing the Debtors with a thirty-day extension of section 1121(c)(3) pursuant to section 1121(d)(1) and (2)(B) is in the best interest of the Debtors and creditors of the estate since it will allow the Debtors an opportunity to resolve issues in the case with creditors, continue to reduce claims which is essential to the voting and distribution process, and work towards confirmation of the Plan." About Westmountain Gold Based in Fort Collins, Colorado, WestMountain Gold, Inc., is a precious metals exploration company. Its major project is known as the Terra or TMC Project, which consists of a gold mining operation in Alaska. WestMountain Gold, Inc., and Terra Gold Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 17-11527) on March 1, 2017. The petitions were signed by Rick Bloom, authorized representative. At the time of the filing, the Debtors estimated their assets and debt at $1 million to $10 million. Kutner Brinen, P.C., is serving as bankruptcy counsel to the Debtors. Holland & Hart LLP, Schwabe Williamson & Wyatt, P.C., and Thrasher Worth LLC have been tapped as special counsel to the Debtors. WINTRUST FINANCIAL: Fitch Hikes Preferred Stock Rating to 'BB-' --------------------------------------------------------------- Fitch Ratings has upgraded Wintrust Financial Corp's (WTFC) Long-Term Issuer Default Rating (LT IDR) to 'BBB+' from 'BBB'. Fitch has affirmed WTFC's Short-Term IDR (ST IDR) at 'F2'. The Rating Outlook is Stable. The rating action follows a periodic review of the midtier regional banking group, which includes BankUnited, Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corporation (FHN), First National of Nebraska, Inc. (FNNI), Fulton Financial Corporation (FULT), Hilltop Holdings Inc. (HTH), Synovus Financial Corp. (SNV), Trustmark Corporation (TMRK), UMB Financial Corp. (UMBF), Umpqua Holdings Corporation (UMPQ) and Wintrust Financial Corporation (WTFC). KEY RATING DRIVERS IDRs, VRs, AND SENIOR DEBT The upgrade of WTFC's ratings reflects Fitch's view that the company's current and expected financial performance and condition has converged with higher rated banks. Also underpinning the upgrade is WTFC's consistent strategy and conservative risk culture that have led to relatively lower levels of credit costs over time. Management has shown the ability to methodically and strategically expand WTFC's community banking presence in Chicago and Wisconsin through smaller, whole-bank acquisitions while defending its strong, profitable national lending platforms. The action also reflects Fitch's view of WTFC's balance sheet diversity. While the bank's commercial loan portfolio remains heavily tied to the greater Chicagoland and Southeast Wisconsin, Fitch notes that one-third of WTFC's book is tied to its national premium finance business. The line of business, in which WTFC is one of the top three originators in the U.S., provides the company with strong risk adjusted returns and balance sheet diversity and is likely to result in less volatile total credit losses through the next credit downturn relative to peers. Annualized net charge-offs (NCOs) related to WTFC's property and casualty premium finance portfolio have been approximately 20bps over the last 20 quarters while the life insurance premium finance book hasn't had a NCO since 2011. WTFC's continues to have strong asset quality, consistent with that of higher rated peers. Fitch believes this is a reflection of management's consistent conservative credit risk philosophy. Nonperforming assets (NPAs) as a percentage of loans and real estate owned (REO) have continued a downward trend, dropping from 0.73% at third quarter 2016 (3Q'16) to 0.60% at 3Q'17. Fitch notes that the decrease has been accomplished with relatively little credit loss. Total NCOs as a percentage of total loans have averaged just 8 basis points (bps) over the last five quarters when excluding covered loans. While Fitch does not believe this low level of NCOs is sustainable on a quarter-to-quarter basis and thus expects credit costs to revert upwards, WTFC's credit quality is expected to remain a positive outlier going forward. This expectation is incorporated into action and the Outlook. WTFC's earnings in the context of balance sheet risk are reasonable and have trended upward even without the benefit from reserve releases. Similar to most banks higher short-term rates have boosted net interest income as WTFC has been able to hold funding costs reasonably stable thus far in the current Fed tightening cycle. While funding costs will likely increase going forward given Fitch's expectations for higher deposit betas, Fitch observes WTFC's operational efficiencies have improved such that its return on average assets (ROA) should generally remain above 90bps over the rating time horizon, a reasonable level relative to its new rating level. Fitch also expects WTFC's earnings volatility to remain low, supported by its aforementioned strong credit culture. These expectations are reflected in upgrade and the Outlook Stable. As expected, capital and leverage have improved over the last year with the conversion of its convertible preferred stock into common equity in 2Q17 and the maintenance of reasonable capital distributions. The bank's Fitch Core Capital (FCC) increased to 9.2% from 8.5% a year prior, one of the lowest levels within Fitch's U.S. bank rated universe. However, current capital level is considered adequate relative to the company's overall risk profile. WTFC's rating not only reflects its ability to maintain an adequate capital base through the cycle but also its ability to maintain capital even with strong asset growth and its demonstrated ability to raise capital in the private and public markets. Fitch views WTFC's liquidity and funding profile as solid with essentially all of its funding derived from its core, community bank deposit base. Moreover, Fitch recognizes WTFC's growing presence of non-interest bearing deposits which has been accomplished through its various acquisitions since the financial crisis as well as through the build out of its commercial lending business. Fitch also notes WTFC has historically kept its loan-to-deposit ratio at a manageable 80-90%. While it the ratio has touched 91%-92% over recent periods, management has publically discussed its desired target range. Fitch's expectation that the ratio will remain below peer averages is incorporated into rating action. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES WTFC's subordinated debt is notched one level below its VR for loss severity. WTFC's preferred stock is notched five levels below its VR, two times for loss severity and three times for non-performance. These ratings are in accordance with Fitch's criteria and assessment of the instruments non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of WTFC's bank subsidiaries are rated one notch higher than the bank's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY WTFC's VR is equalized with those of its operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR WTFC has a Support Rating (SR) of '5' and Support Rating Floor (SRF) of 'NF'. In Fitch's view, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDRs, VRs, AND SENIOR DEBT With upgrade, Fitch views WTFC's ratings as solidly situated at their current rating level. Further upside, which would be unlikely, would be predicated on earnings performance and profile in line with that of those banks in the 'A' rating category while maintaining a conservative risk appetite. Fitch also see limited downside to WTFC's current ratings given its consistent strategy and risk culture. Although currently viewed as unlikely, negative trends in capital levels due to a material reversal in current asset quality trends (particularly in the premium finance book) leading to capital deterioration could prompt negative rating action. Fitch expects WTFC to continue to be acquisitive in the community bank space. Fitch would also analyse any individual transaction that did not fit with WTFC's current business model for its strategic and financial implications, which may lead to rating changes. Finally, action incorporates the view that WTFC's earnings will continue to benefit from a higher rate environment and remain durable as credit costs revert to historical norms. Should WTFC's earnings performance deteriorate due to higher than expected funding costs or from credit costs that exceed those of peers and similarly rated banks, Fitch could take adverse rating action. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for WTFC and its operating companies' subordinated debt, trust preferred securities, and preferred stock are sensitive to any change to the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to WTFC's long- and short-term IDR. HOLDING COMPANY Should WTFC's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is potential that Fitch could notch the holding company VR from the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since WTFC's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has upgraded the following ratings: Wintrust Financial Corporation -- Long-Term IDR to 'BBB+' from 'BBB'; Outlook Stable; -- Viability Rating to 'bbb+' from 'bbb'; -- Subordinated Debt to 'BBB' from 'BBB-'; -- Preferred Stock to 'BB-' from 'B+'; Barrington Bank and Trust Company, NA Beverly Bank and Trust Company, NA Crystal Lake Bank and Trust Company, NA Hinsdale Bank and Trust Company Lake Forest Bank and Trust Company, NA Libertyville Bank and Trust Company Northbrook Bank and Trust Company Old Plank Trail Community Bank, NA Schaumburg Bank and Trust Company, NA St. Charles Bank and Trust Company State Bank of the Lakes Town Bank Village Bank and Trust Wheaton Bank and Trust Wintrust Bank -- Long-Term IDR to 'BBB+' from 'BBB'; Outlook Stable; -- Viability Rating to 'bbb+' from 'bbb'; -- Long-Term Deposits to 'A-' from 'BBB+'. Fitch has affirmed the following ratings: Wintrust Financial Corporation -- Short-Term IDR at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Barrington Bank and Trust Company, NA Beverly Bank and Trust Company, NA Crystal Lake Bank and Trust Company, NA Hinsdale Bank and Trust Company Lake Forest Bank and Trust Company, NA Libertyville Bank and Trust Company Northbrook Bank and Trust Company Old Plank Trail Community Bank, NA Schaumburg Bank and Trust Company, NA St. Charles Bank and Trust Company State Bank of the Lakes Town Bank Village Bank and Trust Wheaton Bank and Trust Wintrust Bank -- Short-Term IDR at 'F2'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating at 'NF'. WOODBRIDGE GROUP: Taps Garden City as Claims & Noticing Agent ------------------------------------------------------------- Woodbridge Group of Companies, LLC, and certain of its affiliates and subsidiaries seek approval from the United States Bankruptcy Court for the District of Delaware to hire Garden City Group, LLC as the claims and noticing agent in the Chapter 11 Cases. Services required of Garden City Group are: (a) prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of the Chapter 11 Cases and the initial meeting of creditors under Bankruptcy Code section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan, and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and any amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after the notice and form are approved by the Court, and notify the potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven business days of service which includes (i) either a copy of the notice served or the docket numbers(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in Alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); provided, however, that if any evidence of transfer of claim(s) is filed with the Court pursuant to Bankruptcy Rule 3001(e), and if the evidence of transfer or notice thereof executed by the parties purports to waive the 21-day notice and objection period required under Bankruptcy Rule 3001(e), then GCG may process the transfer of claim(s) to change the name and address of the claimant of such claim to reflect the transfer, and the effective date of such transfer will be the date the evidence of such transfer was docketed in the case; (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of GCG, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Registers and any service or mailing lists, including to identify and eliminate duplicative names and addresses from the lists; (n) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (o) assist in the dissemination of information to the public and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (p) if the Chapter 11 Cases are converted to chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of the notice to GCG of entry of the order converting the cases; (q) thirty days prior to the close of the Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing GCG and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of the Chapter 11 Cases; (r) within seven days of notice to GCG of entry of an order closing the Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the cases; (s) at the close of the Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's office; and (t) provide other related claims and noticing services as the Debtors may require. Craig Johnson, Assistant Vice President of Garden City Group, LLC, attests that the firm is a "disinterested person" as that term is defined in Bankruptcy Code section 101(14). Garden City's standard hourly rates are: Administrative, Mailroom and Claims Control $45 - $55 Project Administrators $70 - $85 Project Supervisors $95 - $120 Graphic Support & Technology Staff $125 - $200 Project Managers $155 Senior Project Managers and Directors $175-$200 Assistant Vice Presidents, Vice Presidents, and above $295 The firm can be reached through: Craig Johnson Garden City Group, Inc. 1985 Marcus Avenue Lake Success, NY 11042 Phone: 631-470-5000 Fax: 631-940-6554 About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. YIELD10 BIOSCIENCE: Amends Prospectus on 586,592 A Units Offering ----------------------------------------------------------------- Yield10 Bioscience, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering offering of Class A Units, with each Class A Unit consisting of one share of common stock, par value $0.01 per share and accompanying Series A common warrants and Series B common warrants at an assumed public offering price of $3.58 per Class A Unit, the last reported sale price of the Company's common stock on The Nasdaq Capital Market on Dec. 14, 2017. Each Series A common warrant included in the Class A Units entitles its holder to purchase a number of shares equal to 100% of the common stock underlying each share of common stock. Each Series B common warrant included in the Class A Units entitles its holder to purchase a number of shares equal to 50% of the common stock underlying each share of common stock. The Series A common warrants included in the Class A Units will be exercisable for an aggregate total of 586,592 shares of common stock and the Series B common warrants included in the Class B Units will be exercisable for an aggregate total of 293,296 shares of common stock. Yield10 Bioscience is also offering to those purchasers whose purchase of its Class A Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's outstanding common stock following the consummation of this offering, the opportunity to purchase, if they so choose, in lieu of the number of Class A Units that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%), Class B Units. Each Class B Unit will consist of one share of the Company's Series A Preferred Stock, par value $0.01 per share convertible into 280 shares of common stock, Series A common warrants to purchase 280 shares of common stock and Series B common warrants to purchase 140 shares of common stock at a public offering price of $1,000 per Class B Unit. Each Series A common warrant included in the Class B Units entitles its holder to purchase a number of shares equal to 100% of the common stock underlying each share of Series A Preferred Stock. Each Series B common warrant included in the Class B Units entitles its holder to purchase a number of shares equal to 50% of the common stock underlying each share of Series A Preferred Stock. Based on the last reported sale price of the Company's common stock of $3.58 per share, the Series A Preferred Stock included in the Class B Units will be convertible into an aggregate total of 2,346,369 shares of common stock, the Series A common warrants included in the Class B Units will be exercisable for an aggregate total of 2,346,369 shares of common stock and the Series B common warrants included in the Class B Units will be exercisable for an aggregate total of 1,173,185 shares of Common Stock. Because the Company will issue one Series A common warrant and one Series B common warrant for each Class A Unit and/or Class B Unit sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of Class A Units or Class B Units sold. As a result, the Series A common warrants included in the Units will be exercisable for an aggregate total of 2,932,961 shares of common stock and the Series B common warrants included in the Units will be exercisable for an aggregate total of 1,466,481 shares of common stock. The Class A Units and Class B Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock, Series A Preferred Stock and warrants comprising such units are immediately separable and will be issued separately in this offering. The underwriters have the option to purchase additional shares of common stock and/or warrants to purchase shares of common stock to cover over-allotments, if any, at the price to the public less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares of common stock, or warrants, or any combination thereof, as determined by the underwriters, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock (including the number of shares of common stock issuable upon conversion of shares of Series A Preferred Stock) and warrants sold in the offering. The over-allotment option is exercisable for 45 days from the date of this prospectus. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "YTEN." On Dec. 14, 2017, the last reported sale price for the Company's common stock was $3.58 per share. The price of the Company's common stock on The Nasdaq Capital Market during recent periods will only be one of many factors in determining the public offering price. A full-text copy of the regulatory filing is available at: https://is.gd/j2F8TJ About Yield10 Bioscience Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- 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 leverages 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. 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. YOSI SAMRA: Seeks Feb. 19 Exclusive Plan Filing Extension --------------------------------------------------------- Yosi Samra, Inc., on consent of the Official Committee of Unsecured Creditors, seeks from the U.S. Bankruptcy Court for the Southern District of New York for a 45-day extension of the period under which the Debtor has the exclusive right to file a Chapter 11 plan, as well as the exclusive period to solicit acceptances of its Chapter 11 plan, through February 19, 2018 and April 18, 2018, respectively. This is the Debtor's first request for an extension. The Debtor asserts that this request for an extension of the Exclusive Periods is not a negotiation tactic, but instead, merely a reflection of the fact that the Chapter 11 Case is not yet ripe for the formulation and confirmation of a viable Plan. Further, the Debtor remains hopeful that prior to the expiration of the extended Exclusive Periods, it will be positioned to file a consensual plan of reorganization. The Debtor avers that it has spent the early part of the bankruptcy case stabilizing its business through negotiations with its warehouse (Seko) and DIP lender (Sallyport). However, these negotiations have taken longer than expected. Simultaneously, the Debtor has also changed financial advisors and, as a result, the filing of monthly operating reports has been delayed. The Debtor, however, was able to obtain a final order approving DIP financing from Sallyport, and this final order was entered on December 7, 2017. The Debtor also anticipates filing its October operating report within the week. The Debtor claims that it is in a better position to provide relevant information to creditors and to negotiate a consensual plan of reorganization since the Debtor’s business is now stabilizing. The Debtor tells the Court that it has had an initial meeting with the Committee’s professionals regarding the general framework of a potential plan of reorganization and has also prepared a term sheet that describes possible treatment for unsecured creditors. The parties have discussed this term sheet several times since then. The Debtor is hopeful that the parties can make substantial progress toward the filing of a consensual plan of reorganization once the Debtor completes its discussions with the Committee. In addition, the Debtor contends that it is open to any possible exit strategy, and it has been discussing possible transactions with lenders and investors. Thus, the Debtor has made good faith progress toward reorganization. About Yosi Samra Inc. Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer brand footwear for women and kids famous for its fold-up ballet flats. Yosi Samra's runway-inspired styles have been featured in Vogue, InStyle and Glamour Magazines and spotted on some of fashion's most trend-setting celebrities, including Sarah Jessica Parker, Anne Hathaway, and Halle Berry. The Yosi Samra brand is available in more than 1,000 boutiques across the US and in 85 other countries, including 15 brand shops in Asia and The Middle East. Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets, and $6.28 million in liabilities as of Sept. 5, 2017. The petition was signed by Larry Reines, its president. Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to the Debtor. Savvy Fare, LLC serves as the new accountant to the Debtor, replacing Danziger & Company, the Debtor's previous accountant. On September 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Sullivan & Worcester LLP as its legal counsel. [*] Michelle Larson Joins Carrington Coleman's Insolvency Practice ------------------------------------------------------------------ Noted bankruptcy attorney Michelle Vonsenden Larson has joined the Dallas office of Carrington, Coleman, Sloman & Blumenthal, LLP, as an insolvency and reorganization practice partner. "Michelle is an exceptional addition to our firm," said Carrington Coleman Managing Partner Bruce Collins. "She brings significant experience in complex, sophisticated bankruptcy matters that will greatly benefit our clients." Ms. Larson represents a diverse range of clients, including financial, energy, real estate, insurance and sports entities, in complex commercial bankruptcy and restructuring matters nationwide. Ms. Larson also frequently serves as outside general counsel offering guidance on general corporate and transactional matters. In addition, she represents bankruptcy clients before appellate courts across the country, as well as before the U.S. Supreme Court. Her practice includes: -- Insolvency & reorganization -- Accounting & receiverships -- Acquisitions & dispositions -- Liquidation -- Secured finance -- Commercial transactions and disputes A 1996 magna cum laude graduate of Loyola University School of Law and the valedictorian of the 1992 Nicholls State University graduating class, Ms. Larson joins Carrington Coleman from the Dallas office of Andrews Kurth Kenyon LLP. She previously practiced at Weil, Gotshal & Manges LLP. She is also licensed as a Certified Public Accountant (Louisiana 1992). Also joining the firm's Dallas office are three associates: Lance Henderson's practice focuses on litigation and intellectual property law. He is a 2014 graduate of The University of Texas School of Law. Evan Kirkham is an associate in the firm's securities and director and officer practice group. He is a 2017 cum laude graduate of the Southern Methodist University Dedman School of Law. Derrick Ward's practice focuses on employment litigation and insurance coverage, and also includes appellate work. He is a 2014 graduate of The University of Texas School of Law. About Carrington Coleman Carrington, Coleman, Sloman & Blumenthal, LLP -- http://www.carringtoncoleman.com/-- is a 47-year-old Dallas-based law firm focused on litigation and transactional services in areas including real estate, oil and gas, securities, construction, information technology, professional services, health care and family law, among others. The firm also represents public entities and provides counsel in the areas of corporate transactions, corporate governance, banking, bankruptcy/ restructuring, intellectual property, employment, and estate planning. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. 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