/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180227.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 27, 2018, Vol. 22, No. 57 Headlines 2424 ESSE: Wants Finance Pact With First Insurance Funding OK'd 499 WEST 158TH: Case Summary & 3 Unsecured Creditors ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Houma ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Lafayette ACLARA TECHNOLOGIES: Moody's Withdraws B3 Corporate Family Rating ADVANCED ACCESS: Seeks Permission to Use Cash Collateral ADVANCED PAIN: Trustee Taps Gorfine Schiller as Tax Consultant AEROGROUP INT'L: Has Until April 16 to File Plan ALL STAR MEDICAL: Plan Shows $126,560 Net Income After Payments ALLY FINANCIAL: Posts $929 Million Net Income in 2017 ALTOMARE AUTO: Exclusive Plan Filing Extended Through May 21 AMERICAN FUEL: Taps SSG Advisors as Investment Banker ANDERSON SHUMAKER: Disclosure Statement Hearing Set for March 6 APPVION INC: Kenneth Pasquale Represents 2nd Lien Noteholders APPVION INC: U.S. Trustee Objects to Asset Sale Bid Procedures AVALON MOBILITY: U.S. Trustee Unable to Appoint Committee AVSC HOLDING: Shift in Debt Allocation No Impact on Moody's B3 CFR AYTU BIOSCIENCE: Amends Prospectus on $12.4M Stock Offering BALDWIN PARK: PCO Files Fourth 60-Day Report BEST ROAD VIEW: Disclosure Statement Hearing Moved to Feb. 28 BESTWALL LLC: Future Claimants' Rep Taps Young Conaway as Counsel BIOSTAGE INC: Closes $1 Million Private Placement BK ENTERPRISES: Unsecured Creditors to Recoup 5% of Claim BLACK MOUNTAIN: Wants to Move Plan Confirmation Period to Nov. 30 BLINK CHARGING: Closes $18.5M Public Offering and NASDAQ Listing BLUE BUFFALO: Moody's Puts Ba2 CFR Under Review for Upgrade BLUE RIDGE ARSENAL: Virginia Firearms Dealer Files Chapter 11 BOOZ ALLEN: Moody's Rates Amended 1st Lien Loan Due 2023 'Ba1' BRAHM CORPORATION: Case Summary & 20 Largest Unsecured Creditors BREVARD EYE: Plan Filing Exclusivity Period Extended Until April 27 BRIDGE ASSOCIATES: Case Summary & 4 Unsecured Creditors BRIDGEPORT BIODIESEL: Cooking Oil Recycler Files for Chapter 11 BURROUGHS ROADHOUSE: May Use Cash, Obtain $177K Postpetition Debt CAMBER ENERGY: Sells Additional $1M Worth of Preferred Shares CAPITOL SUPPLY: Has Until March 5 to Exclusively File Plan CAPTAIN NEMOS: Taps Schlaupitz & Madhavan as Accountant CARVER BANCORP: Bank Gets OCC OK to Sell $19M Property to CHOMPOL CC CARE LLC: Exclusive Plan Filing Deadline Extended Through May 31 CC CARE LLC: Needs More Time to Analyze Potential Exit Strategies CGG HOLDING: Plan Declared Effective on Feb. 21 CHARGER ACQUISITION: S&P Assigns 'B' ICR, Outlook Negative CHARMING CHARLIE: Can Poll Creditors, April 3 Plan Hearing Set CHESAPEAKE ENERGY: Swings to $953 Million Net Income in 2017 CHINA FISHERY: Intercompany Claims Settlement Motion Filed CLEARWATER SEAFOODS: License Loss No Impact on Moody's B2 Rating COBALT INT'L: Files Second Amended Plan of Reorganization COBALT INT'L: More Parties Object to Disclosure Statement COBALT INTERNATIONAL: Cancels Offerings Under Registration Stmts. COBALT INTERNATIONAL: Gets $150M Initial Payment from Sonangol COLONIAL BANCGROUP: Ad Hoc Bondholders Group Taps Nelson Mullins CONCORDIA INTERNATIONAL: Will Release 2017 Results on March 8 CONSOLIDATED AEROSPACE: Moody's Hikes CFR to B2; Outlook Stable CUZCO DEVELOPMENT: Must Refund USTC for Rent Paid in Trust Fund CYN RESTAURANTS: Allowed to Use Cash Collateral Until March 5 DAILY GAZETTE: Taps Dirks Van Essen as Broker DE NOVO IMPORTS: Case Summary & 20 Largest Unsecured Creditors DELTAVILLE BOATYARD: Has Court's Nod to Obtain DIP Financing DEXTERA SURGICAL: Closes Sale of All Assets to Aesculap for $17M DIAGNOSTIC CENTER: Taps McNair & Associates as Accountant DPW HOLDINGS: Holds 8.8% Stake in WSI Industries as of Feb. 20 EAGLE REBAR: Voluntary Chapter 11 Case Summary ELMIRA, NY: S&P Lowers General Obligation Debt Rating to 'BB+' ENCORE PROPERTY: Chapter 11 Petition Dismissed as Bad Faith Filing ENERGY FUTURE: Files 1st Amended Supplement to Reorg Plan ENSEQUENCE INC: Wants Up To $250,000 Financing From Myrian Capital EPV MERGER: Moody's Affirms B3 Corporate Family Rating EXCO RESOURCES: Court Approves KERP for Non-Insider Employees FAIRGROUNDS PROPERTIES: Steele Buying Hurricane Property for $109K FBI WIND DOWN: Court Narrows Claims in Trustee Suit vs AAPP FBI WIND DOWN: IDS Transfers Qualify as Avoidable Preferences FC GLOBAL: RETPROP Will Acquire 3 Mississippi Properties for $3.5M FIBRANT LLC: Case Summary & 20 Largest Unsecured Creditors FIELDWOOD ENERY: Davis Polk Advises Administrative Agent FIRST CAPITAL: January Use of Cash Collateral Approved FREEDOM LEAF: Incurs $742,400 Net Loss in Second Quarter FTS INTERNATIONAL: S&P Raises CCR to 'B' on Debt Reduction FULTON MARKET: Case Summary & 6 Unsecured Creditors GABRIELLE LAVERNE BROWN: Facility Still Under Temporary Suspension GNC HOLDINGS: Fitch Ups IDR to B After Facility Amendment Results GREEN PALLET: Taps Miller & Miller as Legal Counsel GULFMARK OFFSHORE: Promotes S. Rubio to Chief Financial Officer HANGER INC: Moody's Assigns B1 CFR; Outlook Stable HAWKERS REALTY: Taps Baldwin Law Firm as Legal Counsel HAWKERS REALTY: Taps Prince CPA Firm as Accountant HS 45 JOHN: Bid to Dismiss Purchaser Lawsuit Denied ICONIX BRAND: S&P Lowers CCR to 'SD' On Distressed Exchange INSTITUTE OF CARDIOVASCULAR: April 17 Plan Confirmation Hearing Set ION GEOPHYSICAL: Empery Asset Has 5.2% Stake as of Feb. 16 IVORY MERGER: Moody's Assigns 'B3' Corporate Family Rating JOHN JOHNSON III: RFF Must Pay $522K for Automatic Stay Violation JOHN Q. HAMMONS: Court Denies Approval of Disclosure Statement KC7 RANCH: Has Approval on Agreed Interim Use of Cash Collateral KRATON CORP: S&P Raises CCR to 'B+' & Rates New 1st-Lien Loan 'BB' KRATON POLYMERS: Moody's Assigns Ba3 Ratings to Secured Loans KUAKINI HEALTH: S&P Cuts 2002 Series A Revenue Bonds Rating to 'B' LAYNE CHRISTENSEN: Cetus Capital III Has 8.7% Stake as of Feb. 15 LEADVILLE CORPORATION: M. S. Peters Named as Chapter 11 Trustee LEGACY RESERVES: Posts $72.8 Million Net Loss in 2017 LEI TRANSPORTATION: U.S. Trustee Unable to Appoint Committee LIL ROCK: Seeks July 6 Exclusive Plan Filing Period Extension LOMBARD PUBLIC: Exclusive Plan Filing Period Moved to April 24 LONG BLOCKCHAIN: Appoints Shamyl Malik as New CEO LONG BLOCKCHAIN: Cullen OKs Proposed Spin Off of Beverage Business LONG BLOCKCHAIN: Denies Misleading Investors Amid Delisting Threat LUCKY DRAGON: Vegas Resort Files Chapter 11 to Thwart Foreclosure M & G USA: Needs More Time to Complete Sale of US Assets MATTEL INC: Fitch Lowers IDR to B+; Outlook Negative MEDAPOINT INC: Has Until March 29 to Exclusively File Plan MEDICAL SOLUTIONS: Add-on Term Loan No Impact on Moody's B2 CFR MICROVISION INC: Posts $24.2 Million Net Loss in Fiscal 2017 MONAKER GROUP: Starts Trading on NASDAQ Capital Market NAKED BRAND: Amends Merger Agreement with Bendon Limited NASRIN OIL: Given Until March 30 to Exclusively File Plan NATURE'S DYNAMICS: Involuntary Chapter 11 Case Summary NEUSTAR INC: Repricing Deal No Impact on Moody's 'B1' CFR OCEAN BIDCO: Moody's Assigns B3 Corp. Family Rating; Outlook Stable ON CALL FLAGGING: Court Grants S. Rummel Summary Judgment OPENLINK INTERNATIONAL: S&P Assigns 'B-' CCR, Outlook Stable PARAGON OFFSHORE: Inks Tender Offer Agreement with Borr Drilling PARKWAY RADIOLOGY: May Use Cash Collateral Through May 31 PATRIOT NATIONAL: Hudson Bay Objects to Claims Mediation Motion PHASERX INC: Incurs $821,526 Net Loss in January PNEUMA INTERNATIONAL: March 27 Disclosure Statement Hearing Set POSTO 9 LAKELAND: Has Until Feb. 28 to Exclusively File Plan POSTO 9 LAKELAND: Wants to Move Plan Filing Deadline to Feb. 28 QUOTIENT LIMITED: Names Former Siemens Healthineers Exec. to Board QUOTIENT LIMITED: Will Sell Its Biocampus Facility for GBP14.9M RAND LOGISTICS: Creditors to Get 100% Under Prepackaged Plan RAND LOGISTICS: US Trustee, et al., Object to Plan Disclosures REDEEMED CHR. CHURCH: Case Summary & 6 Unsecured Creditors REMARKABLE HEALTHCARE: Seeks Permission to Access Cash Collateral RENNOVA HEALTH: Reduces Stake in NanoVibronix to 0.1% as of Feb. 14 RIZVI & COMPANY: Allowed to Use Cash Collateral Until March 31 RTR FARMS: Guaranty Bank Seeks Appointment Chapter 11 Trustee SAILING EMPORIUM: Has Until May 1 to Exclusively File Plan SENTRIX PHARMACY: Has Until April 16 to Exclusively File Plan SEVEN STARS: Appoints BF Borgers as New Accountants SHIEKH SHOES: Court Inked Final Cash Collateral Order SOLARWINDS HOLDINGS: S&P Cuts 1st Lien Secured Debt Rating to 'B' SUNSET PARTNERS: June 21 Continued Cash Collateral Hearing SWIFT STAFFING: 9 Affiliates' Voluntary Chapter 11 Case Summary TAKATA CORP: Davis Polk Advising Volkswagen on Restructuring TK HOLDINGS: Statement on Chapter 11 Plan Confirmation TOPS HOLDING: March 6 Meeting Set to Form Creditors' Panel TOWN SPORTS: Will Acquire Total Woman Gym and Spa for $8 Million TRACY CLEMENT: Trustee's Sale of Absolute's Membership Units Okayed US RAVE: Can Poll Creditors, Plan Approval Hearing on March 27 USI SERVICES: Wants Insurance Premium Finance Pact With FIRST VESCO CONSULTING: 2nd Amended Reorganization Plan Confirmed VIP RESORT: Taps J&L Unlimited as Bookkeeper WEATHERFORD INTERNATIONAL: Has Cash Tender Offer for 9.625% Notes WEATHERFORD INTERNATIONAL: Will Sell $600 Million of Senior Notes WEINSTEIN CO: To Seek Ch.11 Protection After Sale Talks End WET SEAL: Delays Plan to Pursue Avoidance Actions, Tax Refunds WWLC INVESTMENT: Plan Confirmation Hearing Set for March 27 WWLC INVESTMENT: Wins Extension of Plan Exclusivity YONG XIN: Needs More Time for Ocean View Estate Project OK [*] Hunton & Williams, Andrews Kurth Kenyon Vote to Combine Firms [*] James Snyder Joins Sidley Austin LLP as Partner [*] Orange Lake to Sell $280,000 in Timeshare Loans [*] Orange Lake to Sell $556,000 in Timeshare Loans [^] Large Companies with Insolvent Balance Sheet ********* 2424 ESSE: Wants Finance Pact With First Insurance Funding OK'd --------------------------------------------------------------- 2424 Esse, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to approve its commercial insurance premium finance agreement with First Insurance Funding for continuation of the Debtor's general property insurance coverage. According to the Agreement, total premiums, taxes and fees is $25,588. Unpaid premium balance is $20,310.40. Annual percentage rate is 7.200%. Payment of $2,324.95 is due monthly every 26th. First payment is due March 26, 2018. A late payment charge will be assessed on any installment at least five days in default. This late charge will equal 5% of the delinquent installment or the maximum late charge permitted by law, whichever is less. The Debtor proposes to grant FIF a first priority security interest in the Policy including (i) all money that is or may become due under the Agreement because of a loss under the Policy that reduces unearned premiums; (ii) any return of premiums or unearned premiums under the Policy and (iii) any dividends that may become due the Debtor in connection with the Policy. The Debtor also proposes that National Railroad Passenger Corporation (Amtrak) is authorized, but not obligated, to pay premiums due under the Agreement but the Court has not made any decision or determination as to the source of funds for Amtrak's payment of premiums and, further, the respective positions of the Debtor, Shore Community Bank and Amtrak as to right of Amtrak to apply its rent to pay premiums are reserved. Copies of the Agreement and proposed court order are available at: http://bankrupt.com/misc/njb16-34422-134-2.pdf http://bankrupt.com/misc/njb16-34422-134-3.pdf About 2424 ESSE LLC 2424 ESSE, LLC, is a New Jersey limited liability company which owns the real property located at 2424 East State Street Extension, Hamilton Township, New Jersey. The property consists of a 120,280 square foot industrial warehouse/manufacturing building located on 4.92 acres with 7,600 square feet of air conditioned office space with private offices and an open administrative area. 2424 ESSE, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-34422), on Dec. 27, 2016. In the petition signed by Tammy Alvarez-Olmeda, owner, the Debtor disclosed total assets of $4.37 million and total liabilities of $2.96 million. The case is assigned to Judge Kathryn C. Ferguson. The Debtor is represented by William Mackin, Esq., at Sherman Silverstein Kohl Rose & Podolsky of Moorestown, New Jersey. No trustee or examiner has been appointed in this case, and no official committee of unsecured creditors has been appointed. 499 WEST 158TH: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: 499 West 158th Street Housing Development Fund Corporation dba 499 West 158th Street HDFC Corp. 499 West 158th Street New York, NY 10032 Business Description: 499 West 158th Street Housing Development Fund Corporation is an apartment building operator in New York. The Company listed itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 22, 2018 Case No.: 18-10463 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtor's Counsel: Scott A. Steinberg, Esq. LAW OFFICE OF SCOTT A. STEINBERG 167 Willis Avenue, Suite 1 Mineola, NY 11501 Tel: (516) 739-9600 Fax: (516) 522-2530 E-mail: ssteinberg@saslawfirm.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Pauyo, vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-10463.pdf ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Houma ----------------------------------------------------------- Susan N. Goodman, the Patient Care Ombudsman for Acadiana Management Group, LLC submits her third interim report of her evaluation regarding the quality of patient care provided at AMG Specialty Hospital - Houma. The PCO reports that Houma facility reduced a few positions as it aligned its staffing to lower budgeted 2018 census numbers. Consolidations occurred in quality (CCO covering this role), food services, facilities, and medical records. Facilities consolidation occurred operationally as the full-time facilities/plant operations team member moved to PRN status. Adequate coverage from the remaining part-time team member with the PRN support was reported. Based on remote monitoring, PCO has determined that Houma's census was reported as between 20-23, consistent with census numbers observed by PCO during the First and Second Report cycles. The team is focused on maintaining and improving length-of-stay metrics as the annual cost report year approaches in May 2018. The Houma leadership team denied staff departures attributable to the bankruptcy process. Some operational and performance clinical departures were noted with nursing hiring continuing. Agency nurse coverage of three to four shifts per week was reported while replacement core staff recruitment continued. Leadership believes sale confirmation will facilitate community stability perceptions in the potential local workforce -- allowing for additional nursing recruitment. Aid and monitor technician positions were reported as fully staffed. PCO has discussed quality metric date with the leadership team. Low infection data was reported as continuing. Short stay outlier metrics were the main concern. Bankruptcy-related supply challenges were denied as was patient impact from any of the various national supply challenges related to fluids, amino acids, and/or certain scheduled narcotic medications. The continued stability and transparency of the Houma team supported the decision to file an interim remote-monitoring report. Should sale confirmation slip, PCO will readdress the need for an additional site visit to assess continued patient operations at this location. A full-text copy of the PCO's Third Interim Report - Houma is available at: http://bankrupt.com/misc/lawb17-50799-737.pdf About Acadiana Management Acadiana Management Group LLC, founded in 1999, is a privately-owned provider of post-acute health care services which grew into a leading specialty organization, becoming a Top 5 post-acute hospital system nationally. As of May 2017, AMG included fourteen post-acute care hospitals and over 1,700 employees. AMG's corporate office/management company is headquartered in Lafayette, Louisiana. Acadiana Management Group 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. Stout Risius Advisors, LLC and Stout Risius Ross, LLC, are the Debtors' financial advisors. Susan Goodman was appointed as patient care ombudsman. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Heller, Draper, Patrick, Horn & Manthey, L.L.C., is the Committee's counsel and d Cohn Reznick, LLP, is its financial advisors. * * * The Debtors have filed a proposed Chapter 11 Plan of Orderly Liquidation. The key plan premise is that the Debtors' management will create a new company ("NewCo") that will, in exchange for contributing $3 million in cash to the Plan, and contributing two non-debtor owned affiliate hospitals to NewCo, and the Agreement for NewCo to collect Accounts Receivable owed to the Bankruptcy Estates, receive six debtor operating entities constituting seven Long Term Acute Care Hospitals. ACADIANA MANAGEMENT: PCO Files 3rd Interim Report for Lafayette --------------------------------------------------------------- Susan N. Goodman, the Patient Care Ombudsman for Acadiana Management Group, LLC, submits her third interim report of her evaluation regarding the quality of patient care provided at AMG Specialty Hospital - Lafayette at Park Place. Consistent with PCO's Second Report recommendation this PCO Third Interim Report - Lafayette is submitted based only on remote monitoring discussions. Should the anticipated sale confirmation date slip significantly, PCO may engage in a third site visit to confirm Debtor's continued site stability at the Lafayette location. The Lafayette location continues to report stable census, length of stay, and staffing data -- recently meeting its minimum length of stay requirement in its annual cost report data. Usage of contracted agency staff was reduced with additional core nursing staff hiring. In contrast to the Indiana experience, long-term visa-program nurses remain in place at Lafayette. Recent staff departures in respiratory therapy and medical records were not bankruptcy related, with replacement coverage reported. PCO reviewed quality data verbally with the CEO and clinical leadership. Chart delinquency rates discussed in PCO's Second Report continued to improve significantly and food tray temperature correction was noted with the replacement of a food warmer at the host facility. Additional nursing staff training and processes were introduced in response to fourth quarter non-injury fall data. No concerns noted. Storage space is at a premium with the completed move of human resource files and supplies from the main campus facility during this reporting interim. Efforts to secure additional space are underway. With the consistency in reported census, staffing, and quality data, PCO anticipates no further follow-up with this location before sale confirmation. PCO will loop back with the Lafayette location to ensure the 2015. Patient Notice Posting is taken down after sale confirmation is completed. A full-text copy of the PCO's Third Interim Report - Lafayette is available at: http://bankrupt.com/misc/lawb17-50799-736.pdf About Acadiana Management Acadiana Management Group LLC, founded in 1999, is a privately-owned provider of post-acute health care services which grew into a leading specialty organization, becoming a Top 5 post-acute hospital system nationally. As of May 2017, AMG included fourteen post-acute care hospitals and over 1,700 employees. AMG's corporate office/management company is headquartered in Lafayette, Louisiana. Acadiana Management Group 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. Stout Risius Advisors, LLC and Stout Risius Ross, LLC, are the Debtors' financial advisors. Susan Goodman was appointed as patient care ombudsman. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Heller, Draper, Patrick, Horn & Manthey, L.L.C., is the Committee's counsel and d Cohn Reznick, LLP, is its financial advisors. * * * The Debtors have filed a proposed Chapter 11 Plan of Orderly Liquidation. The key plan premise is that the Debtors' management will create a new company ("NewCo") that will, in exchange for contributing $3 million in cash to the Plan, and contributing two non-debtor owned affiliate hospitals to NewCo, and the Agreement for NewCo to collect Accounts Receivable owed to the Bankruptcy Estates, receive six debtor operating entities constituting seven Long Term Acute Care Hospitals. ACLARA TECHNOLOGIES: Moody's Withdraws B3 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings and outlook for Aclara Technologies, LLC. Ratings Withdrawn: Corporate Family Rating, previously rated B3 Probability of Default Rating, previously rated B3-PD Senior Secured 1st Lien Term Loan, previously rated B3 (LGD4) Outlook, previously Stable RATINGS RATIONALE Moody's has withdrawn the ratings and outlook due to the term loan being paid off. Aclara Technologies LLC was acquired by Hubbell Incorporated. Aclara Technologies, LLC is a global supplier of smart infrastructure solutions to water, gas, and electric utilities. Aclara solutions connect over 780 utilities in 36 countries through automated meter reading by incorporating a range of sensors, communications, and analytic technologies. ADVANCED ACCESS: Seeks Permission to Use Cash Collateral -------------------------------------------------------- Advanced Access Security Technology, Inc., seeks permission from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral to continue to operate its business and manage its business affairs. Advanced Access Security is an ongoing concern with approximately $214,386 in receivables and regular ongoing income. The same serves as collateral for a loan with BFS Capital, Inc. and is subject to a writ of fieri facias held by David Pearson Communities, Inc., the judgment and lien of which are disputed. Advanced Access Security seeks to use cash collateral for the following purposes: (a) Payment of employee payroll in the approximate amount of $5,438.50 per week; (b) Payment to vendors for materials for pending, ongoing and future projects; (c) Maintenance and repair of the machinery utilized by Advanced Access Security; (d) Payment to the various utility services for utilities at the business premises; (e) Pay for insurance policies insuring the business; and (f) Pay for ongoing tax obligations. Advanced Access Security has immediate need to utilize cash collateral which is necessary to avoid immediate and irreparable harm to the estate. Without such use of cash collateral to retire its ongoing expenses, including retirement of long-term debt and repairs to property occupied by Advanced Access Security, both the Debtor and the bankruptcy estate would be irreparably harmed. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb18-52652-4.pdf About Advanced Access Advanced Access Security Technology, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-52652) on Feb. 15, 2018. It continues to operate its business and manage its affairs as debtor-in-possession. Advanced Access Security is represented by B. Glen Johnson, Esq., at EDWARDS & JOHNSON, LLC, in Canton, Georgia. ADVANCED PAIN: Trustee Taps Gorfine Schiller as Tax Consultant -------------------------------------------------------------- The Chapter 11 trustee for Advanced Pain Management Services, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a tax consultant. Alan Grochal, the bankruptcy trustee, proposes to hire Gorfine, Schiller & Gardyn, P.A., in connection with certain irregularities from the company's filings that predated the appointment of the trustee. The firm may be required to take corrective measures or prepare amended tax returns for APMS and its affiliates, according to court filings. The firm's hourly rates range from $125 to $650. Gorfine does not represent or hold any interest adverse to the Debtors and their estates or creditors, according to court filings. The firm can be reached through: John Lyons Gorfine, Schiller & Gardyn, P.A. 10045 Red Run Blvd., Suite 250 Owings Mills, MD 21117 Tel: (410) 356-5900 Fax: (410) 581-0368 About Advanced Pain Management Advanced Pain Management Services, LLC -- http://www.americanspinemd.com/-- is a small business debtor as defined in 11 U.S.C. Section 101(51D), engaged in the health care business. The Company collected gross revenue for $9.97 million in 2016 and gross revenue of $10.65 million in 2015. Advanced Pain Management Services filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30863) on March 16, 2017. In the petition signed by Khalid Kahloon, CEO and general counsel, the Debtor disclosed $1.84 million in total assets and $2.50 million in total liabilities. The Kentucky case was assigned to Judge Thomas H. Fulton. APMS was represented by James Edwin McGhee, III, Esq. at Kaplan & Partners LLP. Advanced Anesthesiology Associates LLC (Bankr. D. Md. Case No. 17-18849), Advanced Pain Surgery Center, LLC (Bankr. D. Md. Case No. 17-18850) and American Spine Surgery Center LLC (Bankr. D. Md. Case No. 17-1885) collectively operate a medical practice specializing in pain management in Frederick, Maryland and in Waldorf, Maryland. On May 1, 2017, the APMS case was transferred to the District of Maryland (Bankr. D. Md. Case No. 17-16047). The Maryland petition disclosed under $1 million in both assets and liabilities. The petition was filed pro se. Bankruptcy Judge Thomas J. Catliota presides over the Maryland cases. On May 11, 2017, the Court entered an order approving the appointment of Alan M. Grochal as Chapter 11 trustee. AEROGROUP INT'L: Has Until April 16 to File Plan ------------------------------------------------ The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Aerogroup International, Inc., and affiliates, the exclusive periods to file a chapter 11 plan or plans and to solicit acceptances of the plan(s) for approximately 90 days through and including April 16, 2018, and June 12, 2018, respectively. As reported by the Troubled Company Reporter on Jan. 19, 2018, the Debtors asked for the extensions, asserting that their efforts throughout these Chapter 11 cases have been focused upon the execution of a comprehensive reorganization to maximize the value of the Debtors' assets for the benefit of its creditors. About Aerogroup International Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A., as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On Sept. 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. ALL STAR MEDICAL: Plan Shows $126,560 Net Income After Payments --------------------------------------------------------------- All-Star Medical, Inc., filed with the U.S. Bankruptcy Court for the District of Alabama an amended disclosure statement in connection with its Amended Chapter 11 Plan of Reorganization dated Dec. 29, 2017. The Debtor, by continuing to operate its business, has increased the likelihood of the success of the Plan. Debtor will implement the terms of the Plan by making payments to creditors from Debtor's post-petition income. By restructuring its debt the Debtor has increased the likelihood of the success of the Plan. The Debtor's operating statements filed with the Court support the Debtor's ability to make the plan payments and therefore the plan is feasible. Additionally, the Debtor provides a 13 week rolling cash flow budget which estimates the Debtor's income and expenses on a going forward basis over a recent 13 week period. Based on the based on this 13 week rolling cash flow, the Debtor's income and expenses including plan payments show a net income of $126,560. Class 2 consists of all allowed general unsecured claims which are impaired by the Plan. The total amount of unsecured claims exceeds $550,000, arising from personal guarantees, the rejection of executory contracts, unexpired lease claims, deficiencies on secured claims, contract damage claims or open account claims and damages arising from or related to any liquidated or contingent claim. It also includes any debt which is filed as a priority or secured claim but, which is allowed as an unsecured claim by the Bankruptcy Court. Holders of general unsecured claims without priority which are Allowed Claims as determined on or before the Effective Date of the Plan will be paid on a pro rata distribution from the Debtors' future net income. The Debtor reasonably believes that creditors in this class will receive a distribution equal to no less 10% of their Allowed Claim. Allowed Class 2 Claims will receive monthly payments starting on the Effective Date of the Plan over a period of sixty consecutive months. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/alnb17-82507-98.pdf About All Star Medical All Star Medical, LLC -- http://www.allstarmedical.com/-- is a locally owned and operated medical equipment company located in Albertville, Cullman, Huntsville and Madison, Alabama. It is a durable medical equipment company. It provides home medical equipment and medical supplies like respiratory equipment, wheelchairs, hospital beds and medical supplies to patients throughout north Alabama. It has offices in Albertville, Cullman, Huntsville, and Madison. Its main office is located at 2407 South Memorial Parkway, Huntsville, Alabama 35805. All Star Medical filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 17-82507) on Aug. 24, 2017. In the petition signed by Philip Garmon, owner, the Debtor disclosed $1.37 million in total assets and $2.12 million in total liabilities. The Hon. Clifton R. Jessup Jr. presides over the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, serves as the Debtor's bankruptcy counsel. ALLY FINANCIAL: Posts $929 Million Net Income in 2017 ----------------------------------------------------- Ally Financial Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting net income of $929 million on $8.32 billion of total financing revenue and other interest income for the year ended Dec. 31, 2017, compared to net income of $1.06 billion on $8.30 billion of total financing revenue and other interest income for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Ally Financial had $167.14 billion in total assets, $153.65 billion in total liabilities and $13.49 billion in total equity. The Company earned net income from continuing operations of $926 million for the year ended Dec. 31, 2017, compared to $1.1 billion for the year ended Dec. 31, 2016. During the year ended Dec. 31, 2017, results were favorably impacted by higher net financing revenue across all lending operations resulting from a continued focus on optimizing portfolio growth through pricing actions and originating loans across a broader credit spectrum within its Automotive Finance operations, and growth within its Mortgage Finance and Corporate Finance operations. Higher investment securities balances and a more favorable interest rate environment also contributed to higher yields on its earnings assets. Results were also favorably impacted by higher gains on the sale of automotive loans and higher insurance premiums and service revenue earned. These items were more than offset by runoff in its legacy GM operating lease portfolio, higher provision expense related to its focus on originating across a broader credit spectrum with appropriate risk-adjusted returns, and estimated impacts from hurricane related activity during the third quarter of 2017. Results were also unfavorably impacted by higher noninterest expense to support the launch and growth of its consumer and commercial product offerings, technology and digital investments, and lower realized gains on investments. Additionally, net income was unfavorably impacted by $119 million of income tax expense driven primarily by a one-time impact of the passage of tax reform legislation during the fourth quarter of 2017 as further described in Note 23 to the Consolidated Financial Statements, and a nonrecurring tax benefit in the second quarter of 2016 due to a U.S. tax reserve release related to a prior-year federal return that reduced our liability for unrecognized tax benefits by $175 million, both of which were partially offset by changes to its valuation allowance relating to capital-in-nature deferred tax assets and foreign tax credit carryforwards. Net financing revenue and other interest income increased $314 million for the year ended Dec. 31, 2017, compared to the year ended Dec. 31, 2016. Income from the Company's portfolio of investment securities and other earning assets, including cash and cash equivalents, increased $204 million for the year ended Dec. 31, 2017, due primarily to growth of investment securities balances as we continue to utilize this portfolio to manage liquidity and generate a stable source of income. Net financing revenue and other interest income from its Automotive Finance operations increased, despite continued runoff of its legacy GM lease portfolio, which the Company expects to be substantially wound-down by the second quarter of 2018. Retail automotive financing revenue continued to benefit from our pricing actions and efforts to reposition its origination profile to focus on capital optimization and risk-adjusted returns, as well as higher average retail asset levels. Commercial automotive financing revenue also increased during the period due to higher benchmark interest rates and an increase in average outstanding floorplan assets. Net financing revenue and other interest income within its Mortgage Finance operations was favorably impacted in 2017 by increased portfolio loan balances as a result of bulk purchases of high-quality jumbo and LMI mortgage loans and direct-to-consumer originations. Net financing revenue and other interest income within the Company's Corporate Finance operations was favorably impacted in 2017 by its strategy to responsibly grow assets and our product suite within existing verticals while selectively pursuing opportunities to broaden industry and product diversification. Total interest expense increased 9% for the year ended Dec. 31, 2017, compared to the year ended Dec. 31, 2016. While the Company continues to shift borrowings toward more cost-effective deposit funding and to reduce its dependence on market-based funding through reductions in higher-cost secured and unsecured debt, interest expense increased as a result of higher borrowing levels to support the business and due to higher market rates across funding sources. Its total deposit liabilities increased to $93.3 billion as of Dec. 31, 2017, as compared to $79.0 billion as of Dec. 31, 2016. Funding and Liquidity Ally stated that, "Our funding strategy largely focuses on maintaining a diversified mix of retail and brokered deposits, public and private asset-backed securitizations, committed credit facilities, and public unsecured debt. These funding sources are managed across products, markets, and investors to enhance funding flexibility and limit dependence on any one source, resulting in a more cost-effective long-term funding strategy. "Prudent expansion of asset originations at Ally Bank and continued growth of a stable deposit base continues to be the cornerstone of our long-term liquidity strategy. Retail deposits provide a low-cost source of funds that are less sensitive to interest rate changes, market volatility, or changes in our credit ratings than other funding sources. At December 31, 2017, deposit liabilities totaled $93.3 billion, which reflects an increase of $14.2 billion. During the year, deposits as a percentage of total liability-based funding increased nine percentage points to 63% at December 31, 2017. "In addition to building a larger deposit base, we continue to remain active in the securitization markets to finance our automotive loan portfolios. During 2017, we issued $7.3 billion in secured funding backed by retail automotive loans, leases, and dealer floorplan automotive assets. Secured funding transactions continue to be an attractive source of funding due to continued securitization structural efficiencies and the established market. Additionally, for retail loans and leases, the term structure of the transaction locks in funding for a specified pool of loans and leases. Once a pool of retail automotive loans is selected and placed into a securitization, the underlying assets and corresponding debt amortize simultaneously resulting in committed and matched funding for the life of the asset. We manage the execution risk arising from secured funding by maintaining a diverse investor base and maintaining committed secured facilities. "As we continue to migrate assets to Ally Bank and grow our bank funding capabilities, our reliance on parent company liquidity has been reduced. At December 31, 2017, 82% of Ally's total assets were within Ally Bank. This compares to approximately 75% as of December 31, 2016. Funding sources at the parent company generally consist of longer-term unsecured debt, asset-backed securitizations, and private committed credit facilities. At December 31, 2017, we had $3.6 billion and $1.7 billion of unsecured long-term debt principal maturing in 2018 and 2019, respectively. We plan to reduce our reliance on market-based funding and continue to replace a significant portion of our unsecured term debt with lower cost deposit funding. "The strategies outlined above have allowed us to build and maintain a conservative liquidity position. Total available liquidity at December 31, 2017, was $18.1 billion. Absolute levels of liquidity decreased during 2017 as a result of liability and equity management transactions. A full-text copy of the Form 10-K is available for free at: https://is.gd/2QC0py About Ally Financial Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake while allowing private equity firm Cerberus Capital Management LP to keep 14.9 percent, and General Motors Co. owning 6.7 percent. ALTOMARE AUTO: Exclusive Plan Filing Extended Through May 21 ------------------------------------------------------------ The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of Altomare Auto Group, LLC, d/b/a Union Volkswagen, the exclusive period for filing a Plan of Reorganization through and including May 21, 2018, and the exclusive period in which to obtain confirmation of a Plan of Reorganization through and including July 22, 2018. As reported by the Troubled Company Reporter on Jan. 30, 2018, the Debtor sought for exclusivity extension because there was insufficient time before its current exclusivity -- period Feb. 21 and April 22, 2018, respectively -- expires to prepare, circulate and file a Plan of Reorganization and Disclosure Statement in this case. The Debtor has taken substantial steps to streamline its business, disposing of excess inventory, and processing a sale of substantially all of its assets. The Debtor has resolved contested secured claims and is in the process of pursuing litigation against third parties in an attempt to increase available assets for distribution to creditors. The Debtor has filed four omnibus claim objections resulting in a reduction of claims of record by over $700,000. The Debtor has spent the bulk of its time in Chapter 11 (i) negotiating cash collateral arrangements with the secured creditors, (2) negotiating and ultimately obtaining approval for a sale of substantially all of the assets in this estate, (3) engaging in the aforesaid litigation, and (4) objecting to claims. According to the Debtor, additional time is necessary for the Debtors to formulate a plan, now that there is more certainty as to the prospects of, and timing for, distribution to creditors in this case. In the short period of time that the Debtor has been the subject of these Chapter 11 proceedings, the Debtor has accomplished a great deal. The Debtor has negotiated a sale of assets, and obtained an Order approving the sale of substantially all of its assets. The Debtor has resolved contested claims with the secured and other creditors which will be satisfied through the proceeds of sale derived from the sale of their assets. The Debtor has been actively and consistently engaged with creditors in an effort to keep an open line of communication as to the progress of this case. Moreover, a mediation hearing is scheduled regarding the Volkswagen litigation which, hopefully, will provide more certainty as to what creditors may receive under a plan in this case. About Altomare Auto Group Altomare Auto Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27, 2016. On June 30, 2016, Altomare 22 Union, LLC, filed a Chapter 11 petition (Bankr. D. N.J. Case No. 16-22628). The cases are jointly administered and are assigned to Judge John K. Sherwood. In the petitions signed by Anthony Altomare, managing member, Altomare Auto disclosed $9.04 million in assets and $12.78 million in liabilities, and Altomare 22 disclosed $256,877 in assets and $6.24 million in liabilities. Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C., is the Debtors' bankruptcy counsel. The Debtors also tapped Arent Fox LLP as special automotive counsel; BMC Group, Inc. as its noticing and balloting agent; D.T. Murphy & Company as automotive consultants; and WithumSmith & Brown as accountant. No official committee of unsecured creditors has been appointed in the case. AMERICAN FUEL: Taps SSG Advisors as Investment Banker ----------------------------------------------------- American Fuel Cell and Coated Fabrics Company seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire SSG Advisors, LLC, as its investment banker. The firm will assist the Debtor in reviewing private placement alternatives, including raising debt or equity capital; help restructure its balance sheet with existing stakeholders; and facilitate the sale of all or part of the Debtor or its assets. SSG is entitled to receive an initial fee of $15,000 due upon approval of its employment agreement with the Debtor; and a monthly fee of $10,000. Under the terms of the employment agreement, SSG will receive a financing fee, upon the closing of a financing transaction, equal to the greater of $250,000 or 4% of the committed financing. In the event the Debtor's lender Amfuel Capital, LLC provides up to an additional $1,000,000 of debtor-in-possession financing, SSG will not be owed a financing fee. SSG is entitled to a fee equal to $150,000 upon the closing of a restructuring transaction. The restructuring fee will be payable in cash. Meanwhile, the firm will be paid a fee, upon the consummation of a sale transaction, equal to the greater of $300,000, or 5% of total consideration up to $6,000,000. The sale fee will be 7.5% if the total amount is $6,000,001 to $8,000,000; and 10% if it is over $8,000,001. In the event the Debtor is acquired by Sowell Capital or one its companies, then the sale fee will be reduced by 33%. Mark Chesen, managing director of SSG, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. SSG can be reached through: Mark Chesen SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive West Conshohocken, PA 19428 Tel: (610) 940-1094 / (610) 940-5801 Fax: (610) 940-3875 Email: mchesen@ssgca.com About American Fuel Cell and Coated Fabrics Company Based in Wichita Falls, Texas, American Fuel Cell and Coated Fabrics Company http://amfuel.com/-- is engaged in the manufacturing of rubber products supplying fuel cells and flexible liquid storage equipment for the defense and commercial industries. In 1917, American Fuel Cells and Coated Fabrics Company, formerly known as Firestone Tire & Rubber Company, began as a supplier of fuel cells to the U.S. Signal Corp. for aviation needs. American Fuel Cell and Coated Fabrics Company filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44766) on Nov. 26, 2017. In the petition signed by CEO and President Leonard J. Annaloro, the Debtor estimated assets and estimated liabilities at $1 million to $10 million each. The case is assigned to Judge Mark X. Mullin. The Debtor is represented by Robert J. Forshey, Esq., and Matthias Kleinsasser, Esq. Forshey & Prostok LLP. ANDERSON SHUMAKER: Disclosure Statement Hearing Set for March 6 --------------------------------------------------------------- Bankruptcy Judge Donald R Cassling in Chicago has granted the request of Anderson Shumaker Company for an extension of time to file a Chapter 11 plan and disclosure statement. Judge Cassling gave the Debtor until March 2, 2018, to file a revised plan and disclosure statement. Judge Cassling also set the hearing to consider approval of the Amended Plan and Disclosure Statement for March 6 at 10:00 a.m. The Debtor also sought and obtained an Eleventh Interim Order Granting in Part, Continuing Motion To Use Cash Collateral. The Court will hold another hearing for March 13 to consider the continued use of Cash Collateral. As reported by the Troubled Company Reporter on Feb. 9, 2018, Class 4 - General Unsecured Claims against Anderson Shumaker will be repaid 10%, on a quarterly basis, over a five-year period, commencing with the first quarter 60 days after the effective date of the plan of reorganization, according to the Debtor's disclosure statement filed in December. Class 4 Claims are estimated to total $2,200,000. Class 1 - Bank and subsumed secured claims (Forest Bank and Trust and SBA) will be amortized over a 20-year period at 6.25%, to be paid monthly in the amount of $3,289 over five years from the effective date. The interest of Richard Tribble, consisting of 100% of the shareholder interests in the Debtor, will be canceled. Distributions under the Plan will be made from future operations. According to the Plan outline, participants will place $600,000 as new value to purchase the ownership interests of the post-confirmation Reorganized Debtor. A full-text copy of the Disclosure Statement dated Dec. 27 is available at: http://bankrupt.com/misc/ilnb17-05206-159.pdf About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. In the petition signed by CEO Richard J. Tribble, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq. and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. The Debtor tapped CFO Advise LLC as financial advisor and RSM US LLP as accountant. In September 2017, the Debtor sought approval to hire Fort Dearborn Partners Inc. as its financial advisor, to provide projections for its Chapter 11 plan of reorganization and to perform financial functions required during the remainder of the Debtor's bankruptcy case. U.S. Trustee Patrick S. Laying on March 9, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The committee members are: (1) Electralloy, G.O. Carlson, Inc.; (2) Carlson Tool & Manufacturing Corp.; (3) Progressive Steel Treating, Inc.; (4) Haynes International, Inc.; and (5) Ellwood Group. Shelly A. DeRousse, Esq., Devon J. Eggert, Esq., Elizabeth L. Janczak, Esq., and Trinitee G. Green, Esq., at Freeborn & Peters LLP, serve as counsel to the Committee. APPVION INC: Kenneth Pasquale Represents 2nd Lien Noteholders ------------------------------------------------------------- Stroock & Stroock & Lavan LLP and Young Conaway Stargatt & Taylor, LLP, local counsel to the certain beneficial holders, or investment advisors or managers of beneficial holders, who are holders of the 9.000% Second Lien Senior Secured Notes due 2020 issued under that certain indenture, dated as of Nov. 19, 2013, by and among Appvion, Inc., as issuer, the guarantors, and U.S. Bank National Association, as trustee and collateral agent, filed on Oct. 25, 2017, filed a first supplemental verified statement pursuant to Bankruptcy Rule 2019, stating that Kenneth Pasquale, Esq., at Stroock is also representing the Ad Hoc Group and that the Firms are also making changes to the disclosable economic interests of Archer Capital Management, L.P., Barings LLC and MAK Capital One, LLC. As reported by the Troubled Company Reporter on Nov. 1, 2017, the Firms filed on Oct. 25, 2017, a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, stating that Stroock is counsel for the Ad Hoc Group, and that Young Conaway is local counsel. As of the filing of this First Supplemental Verified Statement, Stroock and Young Conaway represent the Ad Hoc Group in connection with the Debtors' Chapter 11 cases. In addition, as of the date of this First Supplemental Verified Statement, the Ad Hoc Group, both collectively and through its individual members, does not represent or purport to represent any other creditors or entities in connection with the Debtors' Chapter 11 cases. Stroock and Young Conaway have been advised by the members of the Ad Hoc Group that, as of Feb. 12, 2018, the individual members of the Ad Hoc Group hold, or are the investment advisors or managers for funds or accounts that hold, in the aggregate, claims against or interests in the Debtors arising from: (i) the Second Lien Notes, (ii) the first lien term loans issued under that certain Credit Agreement, dated as of June 28, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time), by and among Appvion, Paperweight Development Corp. and the other guarantor parties thereto, Jefferies Finance LLC, as administrative agent, Fifth Third Bank as revolver agent, swing line lender and L/C issuer, the other lenders party thereto, and certain other parties thereto, and (iii) the debtor-in-possession financing pursuant to that certain Superpriority Senior Debtor-In-Possession Credit Agreement, dated as of Oct. 2, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time), among Appvion, as borrower, Paperweight Development Corp., Wilmington Trust, National Association, as administrative agent, the other lenders party thereto, and PJT Partners LP, as sole lead arranger. Neither Stroock nor Young Conaway owns, nor has Stroock or Young Conaway ever owned, any claims against or interests in the Debtors except for claims for services rendered to the Ad Hoc Group. However, each of Stroock and Young Conaway has sought to have its fees and disbursements paid by the Debtors' estates pursuant to title 11 of the U.S. Code or as otherwise permitted in the Debtors' Chapter 11 cases. The Ad Hoc Group and each member's nature and amount of all disclosable economic interests include: 1. Certain funds and accounts that are managed or advised by ADK Capital, LLC 350 Lincoln Road 2nd Floor Miami Beach, FL 33139 $2 million principal amount of Second Lien Notes 2. Certain funds and accounts that are managed or advised by ALJ Capital Management, LLC 6300 Wilshire Boulevard Suite 700 Los Angeles, CA 90048 $5.5 million principal amount of Second Lien Notes 3. Certain funds and accounts that are managed or advised by Archer Capital Management, L.P. 570 Lexington Avenue 40th Floor New York, NY 10022 $26,085,000 principal amount of Second Lien Notes $9,753,017.78 principal amount of Term Loans $3,126,683.00 principal amount of DIP Loans 4. Certain funds and accounts that are managed or advised by Armory Advisors, LLC 999 Fifth Avenue Suite 450 San Rafael, CA 94901 $2 million principal amount of Second Lien Notes 5. Certain funds and accounts that are managed or advised by Barings LLC 550 South Tryon Street Suite 3300 Charlotte, NC 28202 $81.93 million principal amount of Second Lien Notes $3,818,483.31 principal amount of Term Loans $1,351,337.84 principal amount of DIP Loans 6. Certain funds and accounts that are managed or advised by Mackenzie Investments 180 Queen Street West Toronto, ON M5V 3K1, Canada $8,832,000 principal amount of Second Lien Notes 7. Certain funds and accounts that are managed or advised by MAK Capital One, LLC 590 Madison Avenue 24th Floor New York, NY 10022 $38.63 million principal amount of Second Lien Notes 8. Certain funds and accounts that are managed or advised by Nomura Corporate Research and Asset Management 309 West 49th Street 19th Floor New York, NY 10019 $27,035,000 principal amount of Second Lien Notes 9. Certain funds and accounts that are managed or advised by Riva Ridge Master Fund, Ltd 55 Fifth Avenue Suite 1808 New York, NY 10003 $4 million principal amount of Second Lien Notes 10. Certain funds and accounts that are managed or advised by Rotation Capital Management, L.P. 489 Fifth Avenue 11th Floor New York, NY 10017 $26 million principal amount of Second Lien Notes 11. Certain funds and accounts that are managed or advised by Scott's Cove Management LLC 400 Madison Avenue 10th Floor New York, NY 10017 $8,683,000 principal amount of Second Lien Notes Mr. Pasquale can be reached at: Kenneth Pasquale, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, New York 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 A copy of the statement is available at: http://bankrupt.com/misc/deb17-12082-441.pdf About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc., and 5 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Appvion, Inc., and its affiliates. The Committee hired Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. APPVION INC: U.S. Trustee Objects to Asset Sale Bid Procedures -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Appvion case filed with the U.S. Bankruptcy Court an objection to the Company's proposed bidding procedures and stalking horse protections. The Debtors seek pre-approval of a Break-Up Fee of 1.5% of the aggregate purchase price, together with an Expense Reimbursement of up to $500,000 (collectively, the 'Stalking Horse Protections'), payable to the Stalking Horse upon the sale of the assets to a competing bidder or the Debtors' filing of a plan of reorganization that does not contemplate sale of the Debtors' assets to the Stalking Horse. According to the U.S. Trustee, "[W]hile break-up fees serve as 'protections' to a stalking horse purchaser, they concomitantly serve as 'discouragements' to potential bidders who would only be permitted to transact business on a playing field that is tilted in favor of the stalking horse. Break-up fees are permitted, if at all, only when the Court has determined that they were an actual and necessary cost and expense of preserving the estate. The Debtors commit a logical fallacy by asserting that the proposed Stalking Horse Protections induced the Stalking Horse - in this case, the DIP Lenders, collectively - to make an initial bid and establish a floor price for the Debtors' assets. The DIP Lenders were already induced to bid on all of the Debtors' assets by their own need to liquidate their collateral at the lowest possible cost. The Debtors commit a second logical fallacy by asserting that the proposed Stalking Horse Protections are appropriate because the DIP Lenders' bid establishes a 'floor' on the sale price of the Debtors' assets, enabling the Debtors to seek better offers without losing the DIP Lenders' purchase commitment. The DIP Lenders hold a fist lien on substantially all of the Debtors' assets. Their stalking hose bid merely establishes the lowest price that the DIP Lenders will accept to release their liens on the subject assets. At any lesser price, the DIP Lenders can simply reject all purchase offers and foreclose on their collateral." About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc. and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. AVALON MOBILITY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Avalon Mobility Inc. as of Feb. 21, 2018, according to a court docket. About Avalon Mobility Avalon Mobility, Inc., d/b/a Desert Sun Moving Services, is a full-service provider of residential, corporate and international relocation services in Tucson and Phoenix, Arizona. The company -- http://www.desertsunmovers.com/-- assists its customers in moving heavy and light-weight items of all types, including pianos and antiques; provides the necessary packing and moving supplies and stores belongings short or long-term. Desert Sun has been in business for over 17 years. Avalon Mobility filed a Chapter 11 petition (Bank. D. Ariz. Case No. 18-00503) on Jan. 18, 2018. In the petition signed by Brenda Huffman, president, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Scott H. Gan is the case judge. The Debtor hired the Law Offices of C.R. Hyde, PLC as its bankruptcy counsel, and Burris & MacOmber, PLLC as special counsel. AVSC HOLDING: Shift in Debt Allocation No Impact on Moody's B3 CFR ------------------------------------------------------------------ Moody's Investors Service said the revision to the proposed financing deal, which includes shifting $75 million of debt to the first lien term loan and away from the second lien term loan, does not change AVSC Holding Corp.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, or the stable rating outlook. Also, the B2 ratings are unchanged for the company's senior secured first lien credit facilities, including its $100 million senior secured first lien revolving credit facility expiring 2023 and its $1.105 billion (upsized from $1.030 billion) senior secured first lien term loan due 2025. Finally, the company's $210 million (downsized from $285 million) senior secured second lien term loan due 2025 is unchanged at Caa2. AVSC Holding Corp., operating under the brand name PSAV, is a leading provider in the audiovisual and event experiences industry delivering creative production, advanced technology and staging to help its customers deliver more dynamic and impactful experiences at their meetings, trade shows and special events. PSAV is the event technology provider of choice at leading hotels, resorts and convention centers. Its business model is based on long-term partnerships with these venues, which establish PSAV as the exclusive on-site provider of event technology services. The company generated revenues of approximately $1.7 billion in fiscal 2017. The company has been owned by Goldman Sachs affiliate Broad Street Principal Investments and Olympus Partners since Jan. 24, 2014. AYTU BIOSCIENCE: Amends Prospectus on $12.4M Stock Offering ----------------------------------------------------------- Aytu BioScience, Inc., filed with the Securities and Exchange Commission an amendment no.1 to its Form S-1 registration statement relating to the offering of shares of its common stock with a proposed maximum aggregate offering price of $11.5 million. Aytu Bioscience's common stock is listed on the NASDAQ Capital Market under the symbol "AYTU." On Feb. 20, 2018, the last reported sale price of its common stock on the NASDAQ Capital Market was $1.26. The Company has granted a 45-day option to the representative of the underwriters to purchase up to $875,000 worth of additional shares of common stock solely to cover over-allotments, if any. The sole book-running manager of the offering is Joseph Gunnar & Co. Fordham Financial Management acts as the lead manager. A full-text copy of the Form S-1/A is available for free at: https://is.gd/rv6Wf5 About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu BioScience reported a net loss of $22.50 million for the year ended June 30, 2017, a net loss of $28.18 million for the year ended June 30, 2016, and a net loss of $7.72 million for the year ended June 30, 2015. As of Dec. 31, 2017, the Company had $18.85 million in total assets, $15.82 million in total liabilities and $3.03 million in total stockholders' equity. "[T]he Company had approximately $4.0 million in cash including approximately $76,000 in restricted cash (that is expected to be released in fiscal year 2018). In addition, for the quarter ended December 31, 2017, and for the most recent four quarters ended December 31, 2017, we used an average of $3.2 million of cash per quarter for operating activities. Looking forward, we expect cash used in operating activities to be in the range of historical usage rates, therefore, indicating substantial doubt about the Company's ability to continue as a going concern. We expect to require a cash infusion during the fourth quarter of fiscal year 2018 to sustain operations," the Company stated in its quarterly report for the period ended Dec. 31, 2017. BALDWIN PARK: PCO Files Fourth 60-Day Report -------------------------------------------- Joseph Rodrigues, the California State Long-Term Care Ombudsman and appointed Patient Care Ombudsman in the Chapter 11 case of Baldwin Park Congregate Home, Inc. submits to the U.S. Bankruptcy Court for the Central District of California his fourth 60-day report. Baldwin Park Congregate Home is located at 3462 Vineland Avenue, Baldwin Park, California. The California Department of Public Health, Licensing and Certification, licenses this facility as a Congregate Living Health Facility (CLHF). The primary need of the CLHF resident will be for availability of skilled nursing care on a recurring, intermittent, extended, or continuous basis. This care is less intense than that provided in general acute care hospitals but more intense than that provided in skilled nursing facilities. The licensed capacity of the facility is 12, with a current occupancy of 12 as of February 5, 2018. During unannounced visits and in review of the monthly staff schedules, the staffing appeared sufficient to meet the needs of the residents, and the local Ombudsman Program has not received any concerns involving vendors, utilities, or external support factors that may impact resident care. On February 5, 2018, the Ombudsman representative made efforts to communicate with Lucita Hakes from the Department of Public Health, Los Angeles County Home Health Agency Unit, regarding the facility, however was unable to do so. According to the Department of Public Health: Health Facilities Consumer Information System website, http://hfcis.cdph.ca.govthe most recent complaint, CA00558067, was dated October 24, 2017 for concerns regarding Quality of Care and Infection Control. The complaint was unsubstantiated. The Local Ombudsman Program has conducted three visits during this reporting period, covering December 2017, January and February 2018. During the three visits, the facility appeared to have sufficient staff and there appeared to be sufficient fresh food and gastrostomy tube (G-tube) formula. The Ombudsman finds that the environment was clean, the facility was a comfortable temperature, and there were no safety hazards noted. The residents appeared comfortable and clean and did not express any concern regarding their care or supervision. During an unannounced visit, the Ombudsman representative observed two concerns related to activities and unlocked medication carts. The Ombudsman representative noted that the facility's activity calendar had not been updated since November 2017. This concern had previously been addressed by the Ombudsman representative with Administrator Joseph Cambe. On January 23, 2018 the Ombudsman representative again expressed the concern to the Administrator who again stated that he would speak with activities staff to correct the concern. The Ombudsman representative also noted that two medication carts were unlocked and left unattended posing a risk to the health and safety of the residents. The Ombudsman representative brought the concern to the attention of the charge nurse who immediately locked the medication carts. The Ombudsman representative also received a complaint from a resident who requested that his feeding tube be reinserted as he did not want to eat by mouth. The resident requested Long-Term Care Ombudsman advocacy services to ensure his wishes were being communicated to his physician. The Ombudsman representative followed up with the charge nurse who reported that facility staff had been in communication with the resident's physician and resident’s medical insurance in efforts to comply with the resident's request. The Ombudsman representative found that the resident was transferred out of the facility due to a change in condition prior to the resolution of the complaint. The Patient Care Ombudsman has no recommendations to the Court at this time. A full-text copy of the PCO's Third Report is available at: http://bankrupt.com/misc/cacb17-13634-311.pdf About Baldwin Park Congregate Home Baldwin Park Congregate Home, Inc., owns and operates a skilled nursing facility in Baldwin Park, California. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017. In the petition signed by CEO Eileen Cambe, the Debtor estimated assets in the range of $0 to $50,000 and liabilities of up to $10 million. The Hon. Julia W. Brand presides over the case. Giovanni Orantes, Esq., of Orantes Law Firm, is the Debtor's counsel. Joseph Rodrigues was appointed Patient Care Ombudsman in the Chapter 11 Case. BEST ROAD VIEW: Disclosure Statement Hearing Moved to Feb. 28 ------------------------------------------------------------- Bankruptcy Judge Robert E Littlefield Jr of the U.S. Bankruptcy Court for the Northern District of New York held a hearing on Feb. 14 to consider approval of the Amended Disclosure Statement explaining the Chapter 11 plan of Best Road View, LLC. The Court continued the hearing for Feb. 28 at 10:30 a.m. at Albany Court Room. On Feb. 13, the Debtor filed an Amended Disclosure Statement. Pursuant to the Amended Disclosure Statement, general unsecured creditors of the Debtor are classified in Class 4 under the plan and will receive a distribution of 5% of their allowed claims to be distributed in five equal annual installments. Payments will be made from the liquidation of the Debtor's property. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nynb16-11968-00044.pdf About Best Road View, LLC Best Road View, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 16-11968) on October 28, 2016. The Debtor is represented by Michael Leo Boyle, Esq., at Tully Rinckey PLLC. BESTWALL LLC: Future Claimants' Rep Taps Young Conaway as Counsel ----------------------------------------------------------------- Sander Esserman, the proposed legal representative for future claimants of Bestwall LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire legal counsel. Mr. Esserman proposes to hire Young Conaway Stargatt & Taylor, LLP, to provide legal advice regarding his duties as representative for persons that have not yet asserted an asbestos-related personal injury claim against the Debtor; represent the future claimants in the preparation and implementation of a plan of reorganization; and provide other legal services related to the Debtor's Chapter 11 case. The attorneys and paralegals designated to provide the services and their hourly rates are: James Patton, Jr. Partner $1,250 Edwin Harron Partner $845 Sharon Zieg Partner $715 Travis Buchanan Associate $460 Jordan Sazant Associate $300 Casey Cathcart Paralegal $255 Lisa Eden Paralegal $255 Edwin Harron, Esq., a partner at Young Conaway, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Young Conaway can be reached through: Edwin J. Harron, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 / (302) 571-6703 Fax: (302) 571-1253 / (302) 576-3298 E-mail: eharron@ycst.com About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, "PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 1, 2018, the Debtor filed a motion to appoint Sander L. Esserman as the future claimants' representative in its case. BIOSTAGE INC: Closes $1 Million Private Placement ------------------------------------------------- Biostage, Inc. disclosed that the Securities Purchase Agreement with Jinhui Liu has fully funded and closed. Mr. Liu purchased in a private placement 302,115 shares of the Company's common stock, par value $0.01 per share at a purchase price of $3.31 per share for gross proceeds to the Company of $1,000,000. The shares were sold without warrants. Biostage CEO Jim McGorry commented, "This most recent round of funding, builds on the December 2017 funding and the January investment from Connecticut Children's to demonstrate Biostage's continuing ability to fund our technologies through upcoming scientific and clinical milestones and key value inflection points. We believe tht Mr. Liu's investment at market price and without warrants, indicates that investors are once again seeing the medical value in our technology and it's broad market opportunities." 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 pre-clinical 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 for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million for the year ended Dec. 31, 2015. 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. 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. BK ENTERPRISES: Unsecured Creditors to Recoup 5% of Claim --------------------------------------------------------- BK Enterprises, Inc., submitted to the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement in connection with the solicitation of acceptances of the Plans of Reorganization from creditors. The Debtor has sought and obtained a Court Order fixing March 1, 2018 as the date by which all holders of claims against the Debtor arising before the Filing Date whose claims were not scheduled by the Debtor, or who disagreed with the amount or nature of the claim as scheduled by the Debtor, must file their claim. Class One consists of all general unsecured claims against the Debtor, including, without limitation, claims based on the rejection of executory contracts or unexpired leases, and claims for damages to person or property based on strict liability, negligence or breach of a warranty, express or implied, relative to services rendered or products delivered by the Debtor but excluding claims of Insiders. Non-Insider, unsecured creditor claimants owed or scheduled as owed by the Debtor on the Petition Date and as of the Bar Date were in the approximate sum of $61,854. However, based upon the proofs of claim filed, the sums due to Class One Claimants are $35,118. The Class One Claimants will receive a two time pro rata dividend distribution on the sums net payment of the Administrative, Priority and Tax Claims upon the Effective Date of Confirmation of the Plan. Each claimant is contemplated to receive a dividend distribution of approximately 5% of the claim. The claims of the Class One creditors are impaired. To fund the sums needed for Confirmation including payment of the Administrative claims, counsel to the Debtor will receive from Debtor the first time payments for unsecured claims and the one-time payment for priority claims thirty days before Plan confirmation in the approximate amount of $1,784. The sums are available and will be distributed upon the Effective Date of Confirmation. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab17-13197-51.pdf About BK Enterprises BK Enterprises, Inc., is a commercial painting company owned and operated by Bertram Kline. BK Enterprises filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-13197) on Aug. 29, 2017. In the petition signed by Bertram Kline, as president, the Debtor estimated under $100,000 in both assets and liabilities. The Debtor hired Carmenelisa Perez-Kudzma, owner of Perez-Kudzma Law Office, as counsel. BLACK MOUNTAIN: Wants to Move Plan Confirmation Period to Nov. 30 ----------------------------------------------------------------- Black Mountain Golf and Country Club, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to extend the exclusive period to confirm its plan of reorganization from May 31, 2018 to Nov. 30, 2018. The Debtor continues to work to remove the BLM reversionary interests on its property and the Debtor's repurchase application with BLM has progressed significantly. The process involves: (a) providing a fair market value appraisal of the property to be repurchased, (b) review of the appraisal, (c) review at the local (Las Vegas and Reno) level, (d) forwarding the application to the Washington, D.C. office, (e) review at the Washington D.C. level, (f) a 60-day publication period, and (g) documenting and consummating the repurchase. On March 24, 2017, the BLM approved the appraisal setting the value of the BLM Property at $30.8 million. On Aug. 9, 2017, the repurchase application was received in Washington. D.C. On Nov. 27, 2017, the Court approved the Debtor's Settlement with Shawn Lampman. On Jan. 12, 2018, at the trial with regard to Liberty Village LLC (the Debtor's largest secured and unsecured creditor), a settlement was reached, which terms have been incorporated into the Debtor's proposed plan. On Jan. 31, 2018, the Debtor filed its Plan and Disclosure Statement. In the ordinary course, the Disclosure Statement would have come on for a hearing approximately 30 days later. However, due to the Court's calendar, the Disclosure Statement is not set for hearing until April 10, 2018. While it is conservable that confirmation might occur prior to May 31, 2018 -- the expiration date of the current exclusive period to confirm a plan -- the Debtor seeks an additional continuance of that deadline in order to provide ample time for the approval of the disclosure statement including any consideration of the proposed revisions, as well as time for consideration of the plan by creditors and any negotiation with creditor constituencies. About Black Mountain Golf & Country Club Based in Henderson, Nevada, Black Mountain Golf & Country Club is a member-owned golf facility open to the public. The Company is non-profit corporation and a tax-exempt entity. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-11540) on March 30, 2017. In the petition signed by Larry Tindall, president, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. The case is assigned to Judge Bruce T. Beesley. Morris Polich & Purdy LLP, now known as Clark Hill PLC, is the Debtor's legal counsel. The Debtor employed Coffey & Rader CPA as its accountant and Harper Appraisal, Inc., as appraiser. The Debtor hired Ray Fredericksen of Per4mance Engineering in connection with its efforts to rezone its property. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in this Chapter 11 case. BLINK CHARGING: Closes $18.5M Public Offering and NASDAQ Listing ---------------------------------------------------------------- Blink Charging Co. announced the closing of its underwritten public offering of 4,353,000 units, each unit consisting of one share of common stock and two warrants each to purchase one share of common stock. The warrants have a per share exercise price of $4.25, are exercisable immediately, and will expire five years from the date of issuance. The common stock and the warrants began trading on the Nasdaq Capital Market on Feb. 14, 2018, under the symbols BLNK and BLNKW, respectively. The aggregate gross proceeds to Blink Charging from the public offering were $18,500,250, prior to deducting underwriting discounts, commissions and other estimated offering expenses. Blink Charging has granted the underwriters a 45-day option to purchase up to an additional 652,950 shares of common stock and/or warrants to purchase 1,305,900 shares of common stock to cover over-allotments, if any. In connection with the closing of this offering, the underwriters have partially exercised their over-allotment option and purchased an additional 406,956 warrants. The underwriters have retained the right to exercise the balance of their over-allotment option within the 45-day time period. Blink Charging intends to use the net proceeds from the public offering to repay certain of its outstanding debt, for deployment of charging stations, and for working capital and general corporate purposes. Joseph Gunnar & Co., LLC acted as sole book-running manager for the offering and The Benchmark Company, LLC acted as a co-manager for the offering. The Securities and Exchange Commission declared effective a registration statement on Form S-1 relating to these securities on Feb. 13, 2018. A final prospectus relating to this offering has been filed with the Securities and Exchange Commission. The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained by contacting Joseph Gunnar & Co., LLC, Prospectus Department, 30 Broad Street, 11th Floor, New York, NY 10004, telephone 212-440-9600, email: prospectus@jgunnar.com. Investors may also obtain these documents at no cost by visiting the Securities and Exchange Commission's website at www.sec.gov. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a national manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Car Charging reported a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Blink Charging had $1.90 million in total assets, $67.79 million in total liabilities, $825,000 in series B convertible preferred stock, and a $66.71 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE BUFFALO: Moody's Puts Ba2 CFR Under Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed the Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and debt instrument ratings of Blue Buffalo Pet Products, Inc. ("Blue Buffalo") under review for upgrade. The review follows announcement by General Mills, Inc. (Baa2 stable) that it has entered into a definitive agreement to acquire Blue Buffalo for $40/per share or approximately $8.0 billion in cash. The review for upgrade is based on General Mills' (Baa2 stable) stronger credit profile, including greater scale, a diverse brand and product portfolio, and geographic diversity. Following announcement, Moody's lowered General Mills' senior unsecured ratings by two notches to Baa2 from A3, with a stable outlook. Moody's expects that as part of the proposed transaction, all of Blue Buffalo's rated debt will be repaid. As a result, the existing ratings of Blue Buffalo will likely be withdrawn at closing. Moody's has taken the following rating actions on Blue Buffalo Pet Products, Inc.: Ratings placed under review for upgrade: Corporate Family Rating at Ba2; Probability of Default Rating at Ba2-PD; $120 million Senior Secured Revolving Credit Facility expiring 2022 at Ba2 (LGD 4); $400 million Senior Secured Term Loan due 2024 at Ba2 (LGD) Outlook actions: Outlook changed to rating under review for upgrade from stable. Ratings affirmed: Speculative Grade Liquidity Rating at SGL-1. RATINGS RATIONALE Blue Buffalo's Ba2 Corporate Family Rating reflects its strong market position in the growing natural segment of the broader North American pet food category. Blue Buffalo's attractive profit margins, low leverage and very good liquidity support the rating. These positives are balanced against the company's moderate size and limited geographic and segmental diversification. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Blue Buffalo Pet Products, Inc., headquartered in Wilton, Connecticut, is a developer and manufacturer of pet food and pet care products primarily sold through the US pet specialty channel. The company's key products include natural dog and cat foods, and to a lesser extent, dog and cat treats and natural cat litter. Annual sales approximate $1.3 billion. Private equity firm Invus Group owns approximately 44.5% of Blue Buffalo outstanding shares. General Mills, headquartered in Minneapolis, MN, is a leading global manufacturer of packaged food products. Its leading brands include Big G (cereals), Pillsbury, Nature Valley, Annie's, Progresso, Old El Paso, and Yoplait. For the last twelve months ended November 26, 2017 the company reported net sales of $15.6 billion. BLUE RIDGE ARSENAL: Virginia Firearms Dealer Files Chapter 11 ------------------------------------------------------------- Blue Ridge Arsenal, Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9, 2018. Blue Ridge Arsenal is an indoor target range and firearms retailer. It listed assets of less than $500,000 and liabilities of nearly $1.5 million in its petition. The Hon. Klinette H Kindred presides over the case. An affiliate, Blue Ridge Arsenal at Winding Brook LLC filed for Chapter 7 bankruptcy protection (Bankr. E.D. Va. Case No. 17-13138) on Sept. 18, 2017, before the Hon. Brian F Kenney. Blue Ridge Arsenal at Winding Brook ran the Ashland location. Rebecca Cooper, Senior Staff Reporter, writing for Washington Business Journal, reports that the largest of those liabilities relates to a sister property Blue Ridge operated in Ashland, Virginia, outside of Richmond, which closed in August. There's an $816,800 disputed judgment for the lease guaranty for that location, according to the Chapter 11 petition, which was filed Feb. 9 in the U.S. Bankruptcy Court for the Eastern District of Virginia. According to the report, Blue Ridge Arsenal CEO Earl Curtis said the Chapter 11 case is "just a reorganization," and the Chantilly location will not close. He declined to comment further. The report relates Blue Ridge's recent troubles began in July, when the Ashland location closed abruptly. The landlord there, Winding Brook Range LLC, sued the company for unpaid rent and later reopened the business under its own management, according to a report in Richmond BizSense. The report adds that a hearing on a motion to continue to pay employees during the Chapter 11 proceedings is scheduled for March 6, 2018. BOOZ ALLEN: Moody's Rates Amended 1st Lien Loan Due 2023 'Ba1' -------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 rating to Booz Allen Hamilton Inc.'s amended senior secured first lien term loan due 2023. The revised term loan will feature an updated pricing grid. BAH's existing ratings are unaffected, including the Ba2 Corporate Family Rating. The rating outlook is negative. Ratings assigned: Issuer: Booz Allen Hamilton Inc. -- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD3) RATINGS RATIONALE The Ba2 CFR reflects BAH's expertise working on high-level assignments across a range of U.S. Government agencies. The long experience results in deep client knowledge which has led to new business, as reflected in the favorable developments in the backlog. Financial leverage is expected to continue to compare well to other companies also at the Ba2 rating level. Free cash flow is expected to be solid at around $200 million over the coming year, contributing to BAH's good liquidity. The secured debt is rated Ba1, one notch higher than the CFR reflecting the priority position of the claim. The ratings could be downgraded with backlog losses, expectations of debt to EBITDA rising to the high 3x range or funds from operation/debt descending toward 15%, or diminished liquidity such as from covenant headroom pressure or ongoing revolver dependence. The ratings could be upgraded with expectations of Debt/EBITDA sustained in the high 2x range, along with Funds from operation to debt above 25% and cash greater than $300 million. A higher percentage of revenues from federal civilian and/or commercial/foreign government end markets would also be a relevant factor for higher ratings. The negative rating outlook reflects the potential reputational and financial impact from last year's jury finding against a former BAH employee, which raised questions around BAH's internal controls and governance in conducting business with the government. Such controls are critical given the highly sensitive nature of BAH's intelligence work, and characteristics of the most recent incident are similar to another BAH employee that arose in 2013. The principal methodology used in this rating was Global Aerospace and Defense Industry published in April 2014. Booz Allen Hamilton, Inc. is a provider of management and technology consulting and engineering services to governments in the defense, intelligence and civil markets, global corporations and not-for-profit organizations. Booz Allen is headquartered in McLean, Virginia, and reported revenues of approximately $6.1 billion for the twelve months ended December 31, 2017. BRAHM CORPORATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Littler Diecast, a Brahm Corporation 18-00978 500 West Walnut Street Albany, IN 47320 Brahm Corporation 18-00989 3555 Sedgemoor Circle Carmel, IN 46032 Type of Business: Littler Diecast, a Brahm Corporation, specializes in die casting, precision machining, tool and die making, alloy making, product design and development, material science research, forging, spline and gear forming and assembly. Littler Diecast is a part of the Brahm Group, a worldwide metal forming, shaping, and assembly platform which works collectively with numerous industries across the globe including aerospace, agricultural, appliance, automotive, communication, defense, general manufacturing, industrial equipment, lawn & garden, marine, medical, ordinance, power generation, solar lighting, and transportation. Littler Diecast is based in Albany, Indiana. Visit http://littlerdiecast.comfor more information. Chapter 11 Petition Date: February 23, 2018 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. Robyn L. Moberly Debtors' Counsel: John R. Humphrey, Esq. TAFT STETTINIUS & HOLLISTER LLP One Indiana Sq Ste 3500 Indianapolis, IN 46204 Tel: 317-713-3500 Email: jhumphrey@taftlaw.com - and - Michael P. O'Neil, Esq. TAFT STETTINIUS & HOLLISTER LLP 1 Indiana Square, Suite 3500 Indianapolis, IN 46204 Tel: 317-713-3500 Email: moneil@taftlaw.com Total Total Assets Liabilities --------- ----------- Littler Diecast $1M-$10M $10M-$50M Brahm Corporation $1M-$10M $1M-$10M The petitions were signed by Matthew Hedrick, operations manager. A copy of Littler Diecast's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/insb18-00978_creditors.pdf A copy of Brahm Corporation's list of four unsecured creditors is available for free at: http://bankrupt.com/misc/insb18-00989_creditors.pdf Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/insb18-00978.pdf http://bankrupt.com/misc/insb18-00989.pdf BREVARD EYE: Plan Filing Exclusivity Period Extended Until April 27 ------------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida, for consideration of the Second Motion filed by Brevard Eye Center, Inc. and its affiliates, has extended the exclusivity period for filing a Chapter 11 Plan and Disclosure Statement until April 27, 2018, and warned that no further extensions will be granted. As reported by the Troubled Company Reporter on Oct. 20, 2017, the asked the Court to further extend the period within which only the Debtor can file a plan until Dec. 16, 2017, and the period within which only the Debtor can solicit acceptance of the plan by an additional 60 days. On June 28, 2017, the Debtors and SummitBridge commenced a Court-approved mediation process, which ultimately was unsuccessful. The Mediator filed a Notice of Impasse on August 15, 2017. Two days later, on August 17, SummitBridge filed its Motion to Dismiss or Convert Cases. Brevard told the Court that, since the filing of the motion to dismiss, the Debtors have been focused on preparing for the trial of this matter, responding to multiple discovery requests from SummitBridge, preparing for and engaging in deposition discovery, and complying with the increased reporting requirements required in this case, all in addition to the Debtors' normal reporting requirements and handling the day to day operations of the Debtors' businesses as they work diligently to improve collections, increase revenues, reduce expenses and improve their operations and overall financial condition. Additionally, Hurricane Irma forced the closure of the offices of the Debtors and Debtors' counsel for several days, delaying several matters. For these reasons, the Debtors have been unable to file a Plan of Reorganization following the conclusion of mediation. Upon the resolution of the motion to dismiss, which the Debtors firmly believe is without merit, the Debtors will turn their attention to preparing and filing their plan and supporting disclosure statement. The Debtors cited these factors to justify extension of the Exclusivity Periods: a. the size and complexity of the case weighs in favor of extending the Exclusivity Period. The jointly administered cases and the presently pending eight-count Adversary Action are substantial and complex; b. the necessity of sufficient time to negotiate and prepare adequate information, also weighs in favor of extending the Exclusivity Period. The case, the adversary action, and the disputes involved are complex and sufficient time is needed to attempt to seek a resolution and to negotiate and prepare the terms of a confirmable Plan of Reorganization. Moreover, since the Court granted the prior extension of the Exclusivity Period on Aug. 25, 2017, the Debtors have been required to spend most of their time working on matters relating to the SummitBridge motion to dismiss; c. the existence of good faith progress toward reorganization, weighs in favor of extending the Exclusivity Period. The Debtors and SummitBridge engaged in mediation which recently concluded, and the Debtors recently brought on a new CEO with the specific goal of improving the Debtors' collections, increasing revenues, reducing expenses and improving the Debtors' operations and overall financial condition so that they can submit a confirmable Plan of Reorganization; d. the Debtor has resumed paying debts as they come due and is current on the majority of its debts and obligations, and as well has started paying down certain post-petition arrearages; e. the Debtor has demonstrated in recent months its ability to cut costs and generate revenue to cure arrearages necessary for a viable Plan; f. while the Debtors and SummitBridge have been unable to reach an agreement, the Debtors have had little dispute with other creditors; g. the Exclusivity Period has been extended only once in this case; h. the Debtor is seeking an extension so that SummitBridge's motion to dismiss can be resolved and the Debtors can devote the time necessary to preparing their Plan and Disclosure Statement; and i. resolution of the motion to dismiss prior to the Debtors filing their Plan is prudent. About Brevard Eye Center, et al. Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City Eye Center, P.A. and THMIH, Inc., own and operate four retail optometry centers and clinics and a surgical center. The optometry centers and clinics are located in Melbourne, Merritt Island, Palm Bay, and Orlando, Florida. The surgical center and the corporate offices are located in Melbourne, Florida. Brevard Eye Center operates three of the four optometry centers, Medical City Eye Center operates only the Orlando optometry center, and Brevard Surgery Center operates the surgical center. THMIH owns the real estate leased to the surgical center/corporate offices located at 665 S. Apollo Boulevard, Melbourne, Florida. THMIH also owns the real estate leased to the optometry centers at 250 N. Courtenay Pkwy., Merritt Island, FL and 214 E. Marks St., Orlando, Florida. Medical City Eye Center has been serving East Central Florida as The Brevard Eye Center for over 28 years and serving Downtown Orlando as Yager Eye Institute for over 50 years. Dr. Rafael Trespalacios, an ophthalmologic surgeon, is the 100% owner of Brevard Eye Center, et al. Brevard Eye Center, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to 17-01831) on March 21, 2017. The petitions were signed by Dr. Trespalacios, as president. At the time of the filing, each debtor estimated its assets at $1 million to $10 million and liabilities at $10 million to $50 million. Geoffrey S. Aaronson, Esq., and Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A., serve as the Debtors' counsel. No official committee of unsecured creditors has been appointed. BRIDGE ASSOCIATES: Case Summary & 4 Unsecured Creditors ------------------------------------------------------- Debtor: Bridge Associates of SOHO, Inc. PO Box 177 Woodmere, NY 11598 Business Description: Bridge Associates of SOHO, Inc. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company is the fee owner of a real property located at 99 Vandam Street, New York, NY 10013 (AKA 533 Greenwich Street, New York, NY 10013) with a liquidation value of $7.5 million. Chapter 11 Petition Date: February 23, 2018 Case No.: 18-71159 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Roy J Lester, Esq. LESTER & ASSOCIATES, P.C. 600 Old Country Road, Suite 229 Garden City, NY 11530 Tel: (516) 357-9191 Fax: (516) 357-9281 Email: rlester@rlesterlaw.com Total Assets: $13.98 million Total Liabilities: $12.54 million The petition was signed by Adam D. Luckner, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-71159.pdf List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Adam D. Luckner Personal Loan $5,443,085 619 Bridge Street, Woodmere, NY 11598 Lambert & Shackman, PLLC Legal Services $74,238 274 Madison Avenue New York, NY 10016 New York City Loft Board Fines Unknown 280 Broadway, 4th Flr. New York, NY 10007 NYC Dept of Tax & Finance Taxes Unknown WA Harriman Campus, Bldg 9 Albany, NY 12227 BRIDGEPORT BIODIESEL: Cooking Oil Recycler Files for Chapter 11 --------------------------------------------------------------- Bridgeport Biodiesel 2 LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 18-22244) on Feb. 11, 2018. The Hon. Robert D Drain presides over the case. Bridgeport Biodiesel collects and recycles used cooking oil from restaurants in Connecticut. It also sells biodiesel fuel and biodiesel heating oil. The Debtor declared $32,000 in assets and $2.4 million in liabilities. Bill Heltzel, writing for WestfairOnline.com, reports that the Company's production facility is in Bridgeport, and founder and CEO Brent Baker lives in Pearl River in Rockland County, New York. Bridgeport Biodiesel and its parent company, Sustainable Biodiesel Co., are also affiliated with Tri-State Biodiesel in the Bronx. BURROUGHS ROADHOUSE: May Use Cash, Obtain $177K Postpetition Debt ----------------------------------------------------------------- Judge Daniel S. Opperman of the U.S. Bankruptcy Court for the Eastern District of Michigan has entered an interim order authorizing Burroughs Roadhouse, LLC to use cash collateral and obtain post-petition financing limited to $177,182 prior to the entry of a final order authorizing such use or the time the interim order becomes a final order, as the case may be. All parties seeking to object to the Interim Order must file a written objection within fourteen days after February 15, 2018. If an objection is timely filed, the final hearing will be held on March 8, 2018 at 2:30 p.m. As adequate protection for any security interest that Snap, DLR, Inc. or any other Secured Creditors may assert in the cash collateral, to the extent that the Debtor uses such cash collateral and does not replace it, Snap, DLR, Inc. or any other Secured Creditors are granted replacement liens in all types and descriptions of collateral that were properly secured and perfected under the applicable, valid and enforceable prepetition loan documents, which are created, acquired, or arise after the Petition Date. As additional adequate protection, the Debtor will make monthly payments to Snap in the amount of $266 beginning on February 21, 2018 and continuing on the 21st day of each month thereafter until further order of the Court. To the extent that cash collateral is unavailable or insufficient to funds operations, the Debtor is also authorized to acquire and use the DIP Loan financing under the terms of the Financing Motion and Budget. The DIP Lender's claim arising from issuance of the DIP Loan will have the highest administrative priority under 11 U.S.C. Section 364(c), subordinate only to the administrative claims of the Debtor's professionals. The DIP Lender's claim will have priority over all other costs and expenses of administration of any kind. The DIP Lender's claim arising from issuance of the DIP Loan will be secured by a senior, valid, and perfected lien on all of the Debtor's pre- and post-petition assets in every kind and nature whatsoever that are unencumbered by a prepetition lien. A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/mieb18-30319-20.pdf About Burroughs Roadhouse Based in Brighton, Michigan, Burroughs Roadhouse, LLC, operates a single-location American-style restaurant and entertainment venue in Brighton, Michigan. The company filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-30319) on Feb. 10, 2018. James A. Wright, managing member, signed the petition. Schafer and Weiner, PLLC, is the Debtor's legal counsel. * * * The Debtor says it anticipates proposing a plan of reorganization under new management to continue in business. CAMBER ENERGY: Sells Additional $1M Worth of Preferred Shares ------------------------------------------------------------- Camber Energy, Inc. and an institutional investor previously entered into a stock purchase agreement, pursuant to which the Company agreed to sell 1,684 shares of its Series C Redeemable Convertible Preferred Stock for $16 million (a 5% original issue discount to the face value of those shares), subject to certain conditions. On Oct. 5, 2017, in connection with the entry into the October 2017 Purchase Agreement, the Investor purchased 212 shares of Series C Preferred Stock for $2 million. On Nov. 21, 2017, pursuant to the terms of the October 2017 Purchase Agreement, the Company sold the Investor an additional 106 shares of Series C Preferred Stock for $1 million. On Dec. 27, 2017, pursuant to the terms of the October 2017 Purchase Agreement, the Company sold the Investor an additional 105 shares of Series C Preferred Stock for $1 million. On Jan. 31, 2018, pursuant to the terms of the October 2017 Purchase Agreement, the Company sold the Investor an additional 105 shares of Series C Preferred Stock for $1 million. On Feb. 22, 2018, pursuant to the terms of the October 2017 Purchase Agreement, the Company sold the Investor an additional 105 shares of Series C Preferred Stock for $1 million. The Company plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, workovers on existing wells, drilling and completion of additional wells, acquisitions, repayment of vendor balances and payments to International Bank of Commerce, in anticipation of regaining compliance. As of Feb. 22, 2018, the Series C Preferred Stock sold at the Initial Closing, Second Closing, Third Closing, Fourth Closing and Fifth Closing would convert into approximately 96,737,585 shares of the Company's common stock if fully converted, which number includes 1,947,693 shares of common stock convertible upon conversion of each share of outstanding Series C Preferred Stock at a conversion price of $3.25 per share (based on the $10,000 face amount of the Series C Preferred Stock) and approximately 94,789,892 shares of common stock for premium shares due thereunder (based on the current dividend rate of 24.95% per annum), and a conversion price of $0.1166 per share, which may be greater than the conversion price that currently applies to the conversion of the Series C Preferred Stock pursuant to the terms of the Designation, which number of premium shares may increase from time to time as the trading price of its common stock decreases, upon the occurrence of any trigger event under the Designation of the Series C Preferred Stock and upon the occurrence of certain other events. The Company said the conversion of the Series C Preferred Stock into its common stock will create substantial dilution to existing stockholders. About Camber Energy Camber Energy (NYSE American: CEI) -- http://www.camber.energy.com -- is an independent oil and natural gas company based in Houston, Texas with a field office in Gonzales, Texas. The Company is engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan and Payne Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and recently in connection with our entry into the Horizontal San Andres play on the Central Basin Platform of the Permian Basin in West Texas announced on Jan. 3, 2017. Incorporated in Nevada in December 2003 under the name Panorama Investments Corp., the Company changed its name to Lucas Energy, Inc. effective June 9, 2006 and effective Jan. 4, 2017, the Company changed its name to Camber Energy, Inc. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Dec. 31, 2017, Camber Energy had $18.18 million in total assets, $41.80 million in total liabilities and a total stockholders' deficit of $23.61 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, 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 incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CAPITOL SUPPLY: Has Until March 5 to Exclusively File Plan ---------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Capitol Supply, Inc., the exclusive periods during which only the Debtor can file a plan of reorganization and to solicit acceptance of the plan through and including March 5, 2018, and May 4, 2018, respectively. As reported by the Troubled Company Reporter on Jan. 25, 2018, the Debtor recently started settlement discussions with one of its largest unsecured creditors, the United States, with respect to the claims asserted in the DC Case. As a result, the Debtor requires additional time pursue such settlement discussions with the United States and to formulate its plan of reorganization. About Capitol Supply Since 1983, Capitol Supply, Inc., has provided the United States Government, the U.S. Military, State and local government agencies and consumer and commercial customers worldwide various products needed to operate their businesses. Capitol Supply offers office supply, office furniture, hardware, tools, auto parts, cleaning supplies, dorms and quarters, package room, and GSA schedule needs. Capitol Supply was formerly known as Capitol Furniture Distributing Company and changed its name to Capitol Supply, Inc. in March 2005. Capitol Supply, Inc., based in Boca Raton, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. In the petition was signed by Robert J. Steinman, director and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A., serves as bankruptcy counsel to the Debtor. CAPTAIN NEMOS: Taps Schlaupitz & Madhavan as Accountant ------------------------------------------------------- Captain Nemos Subs and Salads, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Schlaupitz & Madhavan PC as its accountant. The services to be provided by the firm include bookkeeping, preparation of financial statements, audits, reviews, compilations and tax consulting. The firm's hourly rates are: Partners $180 – $250 Managers $160 – $180 Senior Associates $125 – $150 Associates $85 – $125 The Debtor has agreed to pay Schlaupitz a retainer in the sum of $2,500. Donny Madhavan, a principal of Schlaupitz, disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Schlaupitz can be reached through: Donny Madhavan Schlaupitz & Madhavan PC 5700 Crooks Rd., Suite 201 Troy, MI 48098 Phone: (248) 649-1600 Email: donny@smcpafirm.com About Captain Nemos Subs Captain Nemos Subs and Salads, LLC is a Michigan corporation that owns several sub and salad shops in the Downriver area of Southeast, Michigan. It sells subs, salads, appetizers and other food goods and drinks. The business is located at 28801 Telegraph Rd., Flat Rock, Michigan. Captain Nemos Subs and Salads filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-41307) on Feb. 1, 2018. In the petition signed by Brett T. Manning, managing member, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. Judge Mark A. Randon presides over the case. The Debtor hired Gudeman & Associates, P.C., as its legal counsel. CARVER BANCORP: Bank Gets OCC OK to Sell $19M Property to CHOMPOL ----------------------------------------------------------------- Carver Federal Savings Bank, a wholly-owned federal savings bank of Carver Bancorp, Inc., received approval from the Office of the Comptroller of the Currency to effectuate a Contract of Sale between the Bank and CHOMPOL, LLC, dated Dec. 13, 2017. The Agreement was contingent on the OCC's prior approval of the transaction. Pursuant to the Agreement, the Bank will sell its real estate located at 75 West 125th Street, New York, New York for a total purchase price of $19.45 million. The Bank will lease a portion of the Property to continue to operate its main office at the Property. The Bank will relocate its administrative offices to a nearby location in Harlem, New York. The closing date of the Property sale and leaseback transaction is scheduled to occur on or about Feb. 22, 2018. About Carver Bancorp Carver Bancorp, Inc., is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Carver -- http://www.carverbank.com/-- was founded in 1948 to serve African-American communities whose residents, businesses, and institutions had limited access to mainstream financial services. In light of its mission to promote economic development and revitalize underserved communities, Carver has been designated by the U.S. Department of the Treasury as a community development financial institution. Carver has nine full-service branches in the New York City boroughs of Brooklyn, Manhattan, and Queens. Carver reported a net loss of $2.85 million on $26.12 million of total interest income for the year ended March 31, 2017, compared to a net loss of $1.76 million on $26.56 million of total interest income for the year ended March 31, 2016. As of Dec. 31, 2017, Carver Bancorp had $655.96 million in total assets, $610.53 million in total liabilities and $45.42 million in total equity. Carver received a letter from the Nasdaq Stock Market on July 17, 2017 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the period ended March 31, 2017, with the U.S. Securities and Exchange Commission. CC CARE LLC: Exclusive Plan Filing Deadline Extended Through May 31 ------------------------------------------------------------------- The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of CC Care, LLC and its debtor-affiliates, the period within which the Debtors have the exclusive right to file Plans through May 31, 2018, and the exclusive period to solicit acceptances to their Plans through July 31, 2018. About CC Care LLC CC Care, LLC, and its affiliates are Delaware limited liability companies owned by JLM Financial Healthcare, LP, that operate long-term care facilities that provide nursing, healthcare, therapeutic and social services to the chronically ill with a diagnosis of mental illness. The operating entities own these nursing care facilities: Entity Facility Name/Location ------ ---------------------- CC Care Community Care Center, Chicago, Illinois BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill. CT Care Crestwood Terrace Nursing Center, Crestwood, Ill. FT Care Frankfort Terrace Nursing Center, Frankfort, Ill. JT Care Joliet Terrace Nursing Center, Joliet, Illinois KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill. SV Care Southview Manor, Chicago, Illinois TN Care Terrace Nursing Home, Waukegan, Illinois WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill. On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC Care, LLC, doing business as Community Care Center (Bankr. N.D. Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing business as Bourbonnais Terrace Nursing Home (Case No. 17-32411), CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC (17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial Healthcare, LP (17-32421). Patrick Laffey, their manager and designated representative, signed the petitions. The cases are jointly administered under Case No. 17-32406 and assigned to Judge Janet S. Baer. At the time of filing, CC Care estimated $1 million to $10 million in assets and liabilities. The Debtors tapped Burke Warren MacKay & Serritella, P.C. and Crane, Simon, Clar & Dan as their bankruptcy counsel; Meyer Magence, Attorney at Law as special counsel; Development Specialists, Inc. as financial advisor; and Templin Healthcare Accounting Services, LLP, as accountant. On Nov. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Freeborn & Peters LLP as its bankruptcy counsel, and Protiviti Inc. as its financial advisor. CC CARE LLC: Needs More Time to Analyze Potential Exit Strategies ----------------------------------------------------------------- CC Care, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive periods during which only the Debtors can file a plan of reorganization and solicit acceptance of their plan through June 27, 2018, and Aug. 28, 2018, respectively. The Debtors presently hold the exclusive right to file a plan through Feb. 27, 2018, as well as the exclusive right to solicit acceptances of their plan through April 28, 2018. The Debtors say that the requested extension of the Exclusive Periods will facilitate the Debtors' efforts in formulating Plans and successfully resolving these Chapter 11 cases. The Debtors tell the Court that they have been diligently pursuing the administration of this case with a view toward formulating a prompt exit strategy. Significantly, since the filing of the Debtors' Chapter 11 cases, the Debtors have maintained their business operations during the course of the cases, facilitated by a series of court orders authorizing the use of cash collateral. Pursuant to the cash collateral court orders, the secured interests of MidCap, HUD and Edward Don are adequately protected. The Debtors have recently engaged Patrick O'Malley and the firm of Development Specialists, Inc., to assist them with their cash collateral and other financial reporting. DSI is in the midst of this work and then will proceed to assist the Debtors with various document and information requests of MidCap, the Creditors' Committee and HUD. Ultimately, DSI will also assist the Debtors with the formulation of their plans. The Court recently authorized the Debtors to conduct important discovery of the several managed care organizations with respect to the extensive outstanding accounts receivable due to the Debtors. This discovery, coupled with the eventual resolution of the millions of dollars of claims of the Debtors due from the MCOs, is an essential element of any plans to be proposed by the Debtors. The Debtors are starting the analysis of potential exit strategies on a debtor-by-debtor basis. This analysis, which will form the basis of the plans, will necessarily extend beyond the existing Exclusive Periods. The Debtors assure the Court that this request is not being made for the improper purpose of causing unnecessary delay, and the Debtors believe that this request is in the best interests of the Debtors' estates and their creditors. No creditor will be prejudiced or harmed by the extensions requested in this Motion. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/ilnb17-32406-147.pdf About CC Care LLC CC Care, LLC, and its affiliates are Delaware limited liability companies owned by JLM Financial Healthcare, LP, that operate long-term care facilities that provide nursing, healthcare, therapeutic and social services to the chronically ill with a diagnosis of mental illness. The operating entities own these nursing care facilities: Entity Facility Name/Location ------ ---------------------- CC Care Community Care Center, Chicago, Illinois BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill. CT Care Crestwood Terrace Nursing Center, Crestwood, Ill. FT Care Frankfort Terrace Nursing Center, Frankfort, Ill. JT Care Joliet Terrace Nursing Center, Joliet, Illinois KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill. SV Care Southview Manor, Chicago, Illinois TN Care Terrace Nursing Home, Waukegan, Illinois WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill. On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC Care, LLC, doing business as Community Care Center (Bankr. N.D. Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing business as Bourbonnais Terrace Nursing Home (Case No. 17-32411), CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC (17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial Healthcare, LP (17-32421). Patrick Laffey, their manager and designated representative, signed the petitions. The cases are jointly administered under Case No. 17-32406 and assigned to Judge Janet S. Baer. At the time of filing, CC Care estimated $1 million to $10 million in assets and liabilities. The Debtors tapped Burke Warren MacKay & Serritella, P.C., and Crane, Simon, Clar & Dan as their bankruptcy counsel; Meyer Magence, Attorney at Law as special counsel; and Development Specialists, Inc. as financial advisor. On Nov. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Freeborn & Peters LLP as its bankruptcy counsel, and Protiviti Inc. as its financial advisor. CGG HOLDING: Plan Declared Effective on Feb. 21 ----------------------------------------------- The Effective Data of the Joint Chapter 11 Plan of Reorganization of CGG Holding (U.S.) Inc. and certain affiliates occurred on Feb. 21, 2018, paving the way for the Debtors emergence from Chapter 11 protection. The U.S. Bankruptcy Court confirmed the Plan on Oct. 16, 2017. BankruptcyData's detailed Plan Summary notes, "A 100% recovery to Allowed General Unsecured Claims and all creditors who are Unimpaired under the Plan; a new money infusion of up to $500 million; a principal reduction through an up to $150 million pay down and extension of the remaining terms of the prepetition secured funded debt; and deleveraging the Company's balance sheet by equitizing approximately $1.54 billion of prepetition Senior Notes and $403.5 million in prepetition Convertible Bonds." The Company states that this restructuring meets its objectives of strengthening CGG Holding (US)'s balance sheet and providing financial flexibility to continue investing in the future. This plan comprised (i) the equitization of nearly all of the unsecured debt, (ii) the extension of the maturities of the secured debt and (iii) the provision of additional liquidity to meet various business scenarios. As part of the implementation of its financial restructuring plan, the Company issued the following: $663.6 million in principal amount of first lien secured senior notes due 2023, bearing floating rate interest at Libor (floor of 1%) + 6.5% in cash, and 2.05% paid-in-kind (PIK) (issued by CGG Holding [U.S.] Inc.) in exchange for the balance of the secured loans taking into account an upfront paydown of US$150 million; $355.1 million and €80.4 million in principal amount of second lien secured senior notes due 2024, bearing floating rate interest at Libor (floor of 1%) + 4% in cash, and 8.5% paid-in-kind (PIK) (issued by CGG SA) (comprising $275 million and €80.4 million as new money and $80.2 million in exchange for part of the accrued interest claims under the senior notes; 71,932,731 shares of the Company each with one share purchase warrant, all of which were subscribed by holders of preferential subscription rights; 35,311,528 new shares resulting from the equitization of the convertible bonds; 449,197,594 new shares resulting from the equitization of the senior notes; 22,133,149 warrants allocated to the shareholders of CGG; 113,585,276 warrants in favor of the subscribers to the second lien notes; 7,099,079 warrants allocated to the members of the ad hoc committee of holders of senior notes and 10,648,619 warrants allocated to the members of the ad hoc committee of holders of senior notes. About CGG Holding Paris, France-based CGG Holding (U.S.) Inc. -- http://www.cgg.com/ -- provides geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses on seismic surveys and other techniques to help energy companies locate oil and natural-gas reserves. The company also makes geophysical equipment under the Sercel brand name. The Group has more than 50 locations worldwide, more than 30 separate data processing centers, and a workforce of more than 5,700, of whom more than 600 are solely devoted to research and development. CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGG). After a deal was reached key constituencies on a restructuring that will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA, the group parent company, opened a "sauvegarde" proceeding, the French equivalent of a Chapter 11 bankruptcy filing, (ii) 14 subsidiaries of CGG S.A. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii) CGG S.A filed a petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York, seeking recognition in the U.S. of the Sauvegarde as a foreign main proceeding. Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd. also commenced proceedings under the Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta, Judicial District of Calgary in Calgary, Alberta, Canada, to seek recognition of the Chapter 11 cases in Canada. CHARGER ACQUISITION: S&P Assigns 'B' ICR, Outlook Negative ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to U.S. dental products manufacturer Charger Acquisition Corp. (operating as Zest Dental Solutions). The outlook is negative. S&P said, "At the same time, we assigned our 'B' issue-level rating to the company's $315 million senior secured credit facility, consisting of a $50 million revolving credit facility (RCF) and $265 million first-lien term loan. The recovery rating on this debt is '3', indicating our expectation of meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a payment default. "In addition, we assigned our 'CCC+' issue-level rating to the company's $115 million second-lien term debt. The recovery rating is '6', indicating our expectation of negligible recovery (rounded estimate: 0%) in the event of a payment default." Zest is a leading manufacturer of implant-retained overdenture attachment systems, an alternative to the more common adhesive retained traditional dentures. The company only serves a narrow niche within a single therapeutic category. Only about 6% of patients in need of dentures elect to use this premium-priced solution. There is considerable uncertainty about the company's earnings once the company's LOCATOR product expires in the U.S. later this year; this product represents approximately 70% of the company's revenues. S&P said, "While the company recently began selling its next-generation product, we believe that potential competition could erode its leading market position for this product category, resulting in revenue, profitability, and cash flow declines materially beyond our base-case forecasts. Moreover, we believe this risk could become more prominent, given elevated interest expense following the increased debt burden the company incurred in conjunction with its acquisition by equity sponsor BC Partners." The negative outlook on Zest reflects heightened uncertainty relating to the financial impact from the loss of patent protection on the company's LOCATOR product in 2018. Potential competition could result in revenue, profitability, and cash flow declines beyond our current projections. S&P said, "We could lower the rating over the next 12 months if the company's EBITDA deteriorates by about 22% from our year-end 2017 forecast, resulting in free cash flow generation eroding to negligible levels and debt to EBITDA rising to about 9.5x. Such a scenario would likely result from greater-than-expected pricing pressures, most likely stemming from the market entrance of a generic LOCATOR product. "We could revise the outlook to stable over the next 12-18 months if, after the patent on LOCATOR expires, the company maintains its market share and preserves profitability at or near current levels, which would likely stem from competitive threats remaining dormant." CHARMING CHARLIE: Can Poll Creditors, April 3 Plan Hearing Set -------------------------------------------------------------- The Delaware Bankruptcy Court has given Charming Charlie Holdings, Inc., and its debtor-affiliates the green light to solicit votes from creditors on their Chapter 11 bankruptcy-exit plan. Bankruptcy Judge Christopher S. Sontchi on Feb. 13 entered an order approving the disclosure statement explaining the Debtors' Plan. On Feb. 14, the Debtors filed with the Court a solicitation version of their Second Amended Joint Chapter 11 Plan of Reorganization and an accompanying disclosure statement. The Court set this timeline: Feb. 19 Voting Record Date Feb. 23 Solicitation Deadline March 2 Publication Deadline March 23 Voting Deadline Plan Objection Deadline March 29 Plan Objection Response Deadline to File Voting Report April 3 Confirmation Hearing Date The Plan provides for the reorganization of the Debtors as a going concern. Significantly, the Plan contemplates a significant reduction in long-term debt and annual cash interest payment obligations, and infuses new capital in the form of: (a) $20 million new-money, DIP financing; (b) approximately $50 million in exit term loan debt, across two tranches; and (c) exit financing, which shall take the form of either a new revolving credit facility in the aggregate commitment amount of $35 million or, with the consent of the Holders of DIP ABL Claims, a conversion of the DIP ABL Facility. The Debtors believe consummation of the Plan will result in a stronger, de-levered balance sheet for the Debtors. Holders of Class 3 Prepetition Term Loan Claims and 4 General Unsecured Claims are Impaired and entitled to vote on the Plan. Allowed Class 3 Prepetition Term Loan Claims are estimated to total $94,625,378.95 in principal amount plus accrued interest. Holders of this claim are projected to recoup 3.62%. Charming Charlie cautions that this imputed recovery is prior to dilution by New Equity issued in connection with the Management Incentive Plan and the so-called GUC Rights based on valuation set forth in the Valuation Analysis. General Unsecured Claims, meanwhile, are projected to recoup 0.0% or greater. Charming Charlie says the GUC Rights are not expected to provide a recovery as of the Effective Date, but may in the future attain value if the Reorganized Debtors experience sufficient improvement in their equity value in the next five-to-seven years. The Plan defines "GUC Rights" as the contingent value rights for New Equity that shall be issued on terms and conditions as shall be set forth in the Plan Supplement, and as detailed in the Disclosure Statement, which terms shall be reasonably satisfactory to the Requisite First Lien Lenders. "The Debtors cannot predict what future value the GUC Rights may or may not have," Charming Charlie said in its disclosure statement. Equity holders are out of the money, and not entitled to vote. A blacklined copy of the Second Amended Plan Documents is available at: http://bankrupt.com/misc/deb17-12906-00440.pdf Counsel to the Debtors: Joshua A. Sussberg, Esq. Christopher T. Greco, Esq. Aparna Yenamandra, Esq. Rebecca Blake Chaikin, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 - and - Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Klehr Harrison Harvey Branzburg LLP 919 N. Market Street, Suite 1000 Wilmington, Delaware 19801 Counsel to the Consenting Term Loan Committee (Holders of 88% of Prepetition Term Loan Claims): Jeffrey D. Saferstein, Esq. Adam M. Denhoff, Esq. Sharad Thaper, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 - and - Pauline K. Morgan, Esq. M. Blake Cleary, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Counsel to the Owners (TSG Consumer Partners, Hancock Park Associates, and Charles J. Chanaratsopon, in each case on behalf of itself and each of its affiliated investment funds or investment vehicles managed or advised by it): Timothy A. "Tad" Davidson II, Esq. Joseph P. Rovira, Esq. Andrews Kurth Kenyon LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 - and - Gregg M. Galardi, Esq. Stephen Moeller-Sally, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 Counsel to the Official Committee: Cooley LLP 1114 Avenue of the Americas New York, NY 10035 Cathy Hershcopf, Esq. Seth Van Aaltan, Esq. Michael Klein, Esq. - and - Jennifer R. Hoover, Esq. Kevin M. Capuzzi, Esq. Benesch, Friedlander, Coplan & Aronoff LLP Delaware Avenue, Suite 801 Wilmington, Delaware 19801 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, and operates 274 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. CHESAPEAKE ENERGY: Swings to $953 Million Net Income in 2017 ------------------------------------------------------------ Chesapeake Energy Corporation reported financial and operational results for the 2017 full year and fourth quarter plus other recent developments. Highlights include: * Average 2017 production of approximately 547,800 barrels of oil equivalent (boe) per day, up 3 percent compared to 2016 levels, adjusted for asset sales; oil production up 11 percent in 2017 fourth quarter compared to 2016 fourth quarter, adjusted for asset sales * Reduced production, general and administrative and gathering, processing and transportation expenses by approximately $510 million, down 18 percent compared to 2016 levels * Projected 2018 capital expenditures program of approximately $1.975 - $2.375 billion, down 12 percent compared to 2017 levels, using midpoint * Total 2018 production, adjusted for asset sales, expected to grow approximately 3 percent year-over-year, using midpoint; oil volumes adjusted for asset sales, expected to grow by approximately 5 percent compared to 2017 levels, using midpoint Doug Lawler, Chesapeake's chief executive officer, commented, "I am very pleased with our fourth quarter and full year 2017 performance, as we made significant progress toward our goals of reducing our debt, increasing cash flow generation and margin enhancement. Fiscal year 2017 was a pivotal year for Chesapeake, as we restored our production and increased net cash provided by operations, increased our oil production, adjusted for asset sales, and significantly improved our cost structure by reducing our combined production, general and administrative and gathering, processing, and transportation expenses by approximately $510 million. We further demonstrated the depth of our portfolio by closing on approximately $1.3 billion in asset and property sales and signed additional asset sales for approximately $575 million that we expect to close by the end of the 2018 second quarter. We reduced our outstanding secured term debt by approximately $1.3 billion, or 32 percent, continued to remove legal obligations and recorded the best environmental and safety performance in our company's history. "We are well-positioned to build on our 2017 accomplishments and progress our strategic goals, with our 2018 guidance highlighting improvements in our cost structure, increased oil production, adjusted for asset sales, and increased net cash and margins provided by operations. We expect to deliver production growth, adjusted for asset sales, of 1 percent to 5 percent on reduced capital expenditures. The expected improvements in our cost structure, as well as improved basis pricing differentials and higher NYMEX pricing, result in higher forecasted year-over-year cash flows. "Over the last four years, we have fundamentally transformed our business, removing financial and operational complexity, significantly improving our balance sheet, and addressing numerous legacy issues that have affected past performance. Chesapeake Energy continues to get stronger, and we believe we are well positioned to create meaningful shareholder value in the years ahead." 2017 Full Year Results For the 2017 full year, Chesapeake reported net income of $953 million on $9.49 billion of total revenues compared to a net loss of $4.39 billion on $7.87 billion of total revenues for 2016. For the 2017 full year, net income available to common stockholders of $813 million, or $0.90 per diluted share. The Company's EBITDA for the 2017 full year was $2.376 billion. Adjusting for items that are typically excluded by securities analysts, the 2017 full year adjusted net income attributable to Chesapeake was $742 million, or $0.82 per diluted share, while the company's adjusted EBITDA was $2.160 billion. Chesapeake's oil, natural gas and NGL unhedged revenue increased by 18 percent year over year due to an increase in average price despite a 14 percent reduction in production volumes sold. Average daily production for 2017 of approximately 547,800 boe increased by 3 percent compared to 2016 levels, adjusted for asset sales, and consisted of approximately 89,500 barrels (bbls) of oil, 2.406 billion cubic feet (bcf) of natural gas and 57,300 bbls of NGL. During the full year production expenses were $2.81 per boe, while general and administrative expenses (including stock-based compensation) were $1.31 per boe. Combined production and general and administrative expenses during the 2017 full year were $4.12 per boe, an increase of 1 percent year over year. Gathering, processing, and transportation expenses during the 2017 full year were $7.36 per boe, a decrease of 8 percent year over year. 2017 Fourth Quarter Results For the 2017 fourth quarter, Chesapeake reported net income of $334 million on $2.51 billion of total revenues compared to a net loss of $341 million on $2.02 billion of total revenues for the three months ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, net income available to common stockholders of $309 million, or $0.33 per diluted share. The Company's EBITDA for the 2017 fourth quarter was $764 million. Adjusting for items that are typically excluded by securities analysts, the 2017 fourth quarter adjusted net income attributable to Chesapeake was $314 million, or $0.30 per diluted share, while the Company's adjusted EBITDA was $706 million. Chesapeake's oil, natural gas and NGL unhedged revenue in the fourth quarter increased 16 percent year over year due to a 3 percent increase in volumes and an increase in commodity prices. Average daily production for the 2017 fourth quarter of approximately 593,200 boe increased by 15 percent over 2016 fourth quarter levels and 10 percent sequentially, adjusted for asset sales, and consisted of approximately 99,900 bbls of oil, 2.603 bcf of natural gas and 59,500 bbls of NGL. Production expenses during the 2017 fourth quarter were $2.50 per boe, while general and administrative expenses (including stock-based compensation) during the 2017 fourth quarter were $1.34 per boe. Combined production and general and administrative expenses during the 2017 fourth quarter were $3.84 per boe, a decrease of 10 percent year over year and a decrease of 7 percent quarter over quarter. Gathering, processing, and transportation expenses during the 2017 fourth quarter were $7.15 per boe, a decrease of 10 percent year over year and a decrease of 3 percent quarter over quarter. Capital Spending Overview Chesapeake's total capital investments were approximately $2.458 billion during the 2017 full year, compared to approximately $1.697 billion in the 2016 full year. Balance Sheet and Liquidity As of Dec. 31, 2017, Chesapeake had $12.42 billion in total assets, $12.79 billion in total liabilities and a total deficit of $372 million. As of Dec. 31, 2017, Chesapeake's principal debt balance was approximately $9.981 billion, compared to $9.989 billion as of Dec. 31, 2016. The company's liquidity as of Dec. 31, 2017 was approximately $2.893 billion, which included cash on hand and undrawn borrowing capacity of approximately $2.888 billion under the Company's senior secured revolving credit facility. As of Dec. 31, 2017, the company had $781 million of outstanding borrowings under the revolving credit facility and had used $116 million of the revolving credit facility for various letters of credit. The Company recently signed additional asset sales agreements for properties in the Mid-Continent, including its Mississippian Lime assets, for approximately $500 million in proceeds that the Company expects to close by the end of the 2018 second quarter. In addition, the company sold approximately 4.3 million shares of FTS International, Inc. (NYSE: FTSI) for approximately $74 million in net proceeds and continues to hold approximately 22.0 million shares in the publicly traded company. FTSI is a provider of hydraulic fracturing services in North America and a company in which Chesapeake has owned a significant stake since 2006. FTSI completed its initial public offering of common shares on Feb. 6, 2018. The proceeds from these divestitures will go toward reducing Chesapeake's outstanding borrowings under its revolving credit facility, to repurchase high coupon debt to reduce annual interest expense, based on market conditions. Operations Update Chesapeake's average daily production for the 2017 full year was approximately 547,800 boe compared to approximately 635,400 boe in the 2016 full year. A full-text copy of the Form 10-K is available for free at: https://is.gd/YLZyoD About Chesapeake Energy Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) -- http://www.chk.com/-- is focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The Company also owns oil and natural gas marketing and natural gas compression businesses. * * * Chesapeake Energy carries a 'Caa1' corporate family rating from Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR incorporates its improving but modest cash flow generation at Moody's commodity price estimates relative to the company's high debt levels, as reported by the TCR on May 25, 2017. CHINA FISHERY: Intercompany Claims Settlement Motion Filed ---------------------------------------------------------- BankruptcyData.com reported that China Fishery Group's Chapter 11 trustee filed with the U.S. Bankruptcy Court a settlement agreement netting inter-company claims among and between CFG Peru Singapore, the other Debtors and the non-debtor affiliates (including CFG Peru Singapore subsidiaries). The settlement notes, "The Peruvian Opcos have repeatedly been referred to as the 'crown jewels' of these Chapter 11 Cases and their value is likely to be the prime source of creditors' recoveries at the Debtor entities in the CFGL group. The Chapter 11 Trustee controls CFG Peru Singapore….The Chapter 11 Trustee has sought to monetize all or substantially all of the assets of the Peruvian Opcos, currently through a sale of CFG Peru Singapore's equity interest in CFGI (the 'CFG Peru Sale'), the proceeds of which would first be used to pay the creditors of the Peruvian Opcos, with any remaining proceeds ultimately used to pay creditors of CFG Peru Singapore and certain of the Other Debtors. To date, thousands of individual claims have been scheduled, filed or otherwise asserted in these Chapter 11 Cases (the 'Claims'). Finally, and most importantly, the Chapter 11 Trustee has concluded that the uncertainty surrounding certain Intercompany Claims is likely to chill bidding in the CFG Peru Sale, since potential bidders cannot be sure whether they will be liable for any Intercompany Claims even after the consummation of the CFG Peru Sale process and exit from these Chapter 11 Cases given that the Peruvian Opcos are non-debtor entities. Of particular significance is an approximately $459 million Intercompany Claim owed by CFGI to China Fishery International Limited ('CFIL'). To resolve these concerns, the Chapter 11 Trustee, the Other Debtors, and the Non-Debtor Affiliates, including the CFG Peru Singapore Subsidiaries have reached a settlement to compensate, assign, spin-off, contribute, forgive, capitalize, pay in kind or such similar or equivalent mechanism as required by any specific jurisdiction, the Intercompany Claims (collectively, 'Netting' or 'Netted')." The Court scheduled a March 14, 2018 hearing to consider the settlement, with objections due by March 7, 2018. About China Fishery Group Limited (Cayman) China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11895) on June 30, 2016. In the petition signed by CEO Ng Puay Yee, China Fishery Group estimated its assets at $500 million to $1 billion and debt at $10 million to $50 million. The cases are assigned to Judge James L. Garrity Jr. Weil, Gotshal & Manges LLP has been tapped to serve as lead bankruptcy counsel for China Fishery and its affiliates other than CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal replaces Meyer, Suozzi, English & Klein, P.C., the law firm initially hired by the Debtors. The Debtors have also tapped Klestadt Winters Jureller Southard & Stevens, LLP, as conflict counsel; Goldin Associates, LLC, as financial advisor; RSR Consulting LLC as restructuring consultant; and Epiq Bankruptcy Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as special counsel. On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11 trustee for CFG Peru Investments Pte. Limited (Singapore), one of the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves as special litigation counsel. CLEARWATER SEAFOODS: License Loss No Impact on Moody's B2 Rating ---------------------------------------------------------------- Moody's Investors Service commented that Clearwater Seafoods Incorporated's loss of a new, fourth license for Arctic surf clam in Canada is credit negative but has no impact on the company's B2 rating and stable outlook. COBALT INT'L: Files Second Amended Plan of Reorganization --------------------------------------------------------- BankruptcyData.com reported that Cobalt International Energy filed with the U.S. Bankruptcy Court a Second Amended Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan provides for the sale of all or substantially all of the Debtors' business through a Sale Transaction. The key terms of the Plan are as follows: Upon the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies released, settled, compromised, discharged, or otherwise resolved pursuant to the Plan. The Plan shall be deemed a motion to approve the good-faith compromise and settlement of all such Claims, Interests, Causes of Action, and controversies pursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of such compromise and settlement under section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that such settlement and compromise is fair, equitable, reasonable, and in the best interests of the Debtors and their Estates. Distributions made to holders of Allowed Claims in any Class are intended to be final. On the Effective Date, the Plan Administrator shall be appointed by the Debtors, in consultation with the Committee and the Second Lien Ad Hoc Group (unless the Allowed Second Lien Notes Claims are paid in full, in cash on the Effective Date or receive such other treatment rendering the Allowed Second Lien Notes Claims Unimpaired). The Plan Administrator shall act for the Debtors in the same fiduciary capacity as applicable to a board of directors and officers." About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. COBALT INT'L: More Parties Object to Disclosure Statement --------------------------------------------------------- BankruptcyData.com reported that multiple parties - including Cobalt International Energy's official committee of unsecured creditors; Fire and Police Retiree Health Care Fund; the City of San Antonio; Wilmington Trust and GAMCO Global Gold, Natural Resources & Income Trust, GAMCO Natural Resources, Gold & Income Trust, Sjunde AP-Fonden, St. Lucie County Fire District Firefighters Pension Trust Fund, Universal Investment Gesellschaft (collectively, the "Securities Plaintiffs") - filed with the U.S. Bankruptcy Court separate objections to the Company's Disclosure Statement. The Securities Plaintiffs' objection asserts, "Stated differently, this Court is being asked to ignore its prior order, infringe upon the jurisdiction and authority of an Article III court with respect to non-bankruptcy, non-core claims by non-Debtors against non-Debtors pending solely in that court, and strip disenfranchised investors of their only remedy by releasing claims that have survived motions to dismiss, in exchange for no consideration whatsoever. To resolve these threshold issues, the Third-Party Release and the Plan Injunction should be modified as set forth in paragraph 21 below to expressly exclude the claims of the Securities Plaintiffs and the Certified Class from the Third-Party Release and the Plan Injunction. Absent such a carve-out, the Plan cannot be confirmed in its current form. Debtors agreed to extend the Securities Plaintiffs' deadline to object to the Motion and approval of the Disclosure Statement and Solicitation Procedures through February 21, 2018. Given that the Debtors' emergency motion to adjourn the hearing date and objection deadline for the Disclosure Statement and the Motion is scheduled to be heard after that time, the Securities Plaintiffs are filing this Objection in an abundance of caution." About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. COBALT INTERNATIONAL: Cancels Offerings Under Registration Stmts. ----------------------------------------------------------------- Cobalt International Energy, Inc. and its subsidiaries filed with the Securities and Exchange Commission a post-effective amendment no. 1 to its Form S-3 registration statement to deregister all securities remaining unissued under the following Registration Statement filed by the Registrants with the Securities and Exchange Commission: * Registration Statement on Form S-3 (No. 333-215280), originally filed on Dec. 22, 2016, as amended by Amendment No. 1 filed on Jan. 13, 2017, registering an aggregate of $1,000,000,000 of common stock, preferred stock, debt securities (including related guarantees by the Subsidiaries), warrants, purchase contracts and units of the Company. In addition, Cobalt International filed post-effective amendments to its Form S-8 registration statements to deregister all shares of common stock, par value $0.01, of the Company remaining unissued under the following Registration Statements on Form S-8 filed by the Company with the SEC: * Registration Statement on Form S-8 (No. 333-217764), filed on May 8, 2017, registering 3,000,000 shares of Common Stock under the Cobalt International Energy, Inc. Second Amended and Restated Non-Employee Directors Compensation Plan. * Registration Statement on Form S-8 (No. 333-212403), filed on July 5, 2016, registering 2,985,074 shares of Common Stock under the Inducement Restricted Stock Award. * Registration Statement on Form S-8 (No. 333-211094), filed on May 3, 2016, registering 1,000,000 shares of Common Stock under the Cobalt International Energy, Inc. Amended and Restated Non-Employee Directors Compensation Plan. * Registration Statement on Form S-8 (No. 333-203877), filed on May 5, 2015, registering 12,000,000 shares of Common Stock under the Cobalt International Energy, Inc. 2015 Long Term Incentive Plan. * Registration Statement on Form S-8 (No. 333-164624), filed on February 1, 2010, registering an aggregate of 750,000 shares of Common Stock under the Cobalt International Energy, Inc. Non-Employee Directors Compensation Plan and the Cobalt International Energy, Inc. Non-Employee Directors Deferral Plan. * Registration Statement on Form S-8 (No. 333-163883), filed on December 21, 2009, registering an aggregate of 19,549,279 shares of Common Stock under the Cobalt International Energy, Inc. Long Term Incentive Plan and the Cobalt International Energy, L.P. Deferred Compensation Plan. As previously disclosed, on Dec. 14, 2017, the Registrants filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The Chapter 11 cases are being administered jointly under the caption In re Cobalt International Energy, Inc., et al., Case No. 17-36709. As a result of the Chapter 11 cases, the Registrants have terminated all offerings of securities pursuant to the Registration Statement. About Cobalt Cobalt -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc. and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by Zack A. Clement PLLC as local bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Houlihan Lokey Capital, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. COBALT INTERNATIONAL: Gets $150M Initial Payment from Sonangol -------------------------------------------------------------- As previously disclosed, Cobalt International Energy Angola Ltd., a wholly-owned subsidiary of Cobalt International Energy, Inc., and certain other subsidiaries of the Company, executed a settlement agreement, dated Dec. 19, 2017, with the Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica and Sonangol Pesquisa e Producao, S.A. to resolve all disputes and transition the Company's interests in Blocks 20 and 21 offshore Angola to Sonangol for $500 million. Pursuant to the Agreement, Sonangol was required to pay an initial non-refundable payment of $150 million on or before Feb. 23, 2018 and is required to pay the final payment of $350 million on or before July 1, 2018. On Feb. 21, 2018, the Company received the Initial Payment from Sonangol. As required under the Agreement, within 48 hours of receipt of the Initial Payment, the Company will (i) notify the relevant International Chamber of Commerce arbitral tribunal of the agreement between the Company and Sonangol to terminate the proceedings related to the joint interest receivable owed to the Company for operations on Block 21 offshore Angola (ICC Case No. 22782/TO) and (ii) notify the relevant ICC arbitral tribunal of the agreement between the Company and Sonangol to extend the procedural timetable by an additional four months for the proceedings related to the purchase and sale agreement for the sale by the Company to Sonangol of the Angola Assets (ICC Case No. 22781/TO). In accordance with the Agreement, the Company and Sonangol are finalizing definitive documentation to implement the Company's exit from Angola and to extinguish all debts and obligations of the Company and Sonangol to each other that have not already been extinguished pursuant to the Agreement. The Company's claims in the PSA Arbitration will be extinguished upon the Company's receipt of the Final Payment, which is due by July 1, 2018. About Cobalt Cobalt -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc. and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors are represented by Zack A. Clement PLLC as local bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Houlihan Lokey Capital, Inc., as financial advisor and investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. COLONIAL BANCGROUP: Ad Hoc Bondholders Group Taps Nelson Mullins ---------------------------------------------------------------- Shane G. Ramsey of the firm Nelson Mullins Riley & Scarborough LLP submitted to the U.S. Bankruptcy Court for the Middle District of Alabama a verified disclosure in accordance with Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to Nelson Mullins' representation of members of an ad hoc committee of holders of: (i) 7.875% Trust Preferred Securities issued pursuant to an Indenture dated as of March 26, 2003, between The Colonial BancGroup, Inc., and U.S. Bank N.A. as Trustee and the Amended and Restated Declaration of Trust dated as of March 26, 2003 between CBG and U.S. Bank N.A. and with a maturity date in 2033; and (ii) 8.875% subordinated notes issued pursuant to an Indenture dated as of March 1, 2008, between CBG and The Bank of New York Mellon Trust Company, N.A., as successor in interest to The Bank of New York Trust Company, N.A. Mr. Ramsey disclosed that, in December 2017, certain members of the Committee contacted and then engaged Nelson Mullins to represent the Committee in connection with matters related to Colonial's bankruptcy case and the pending litigation in the United States District Court for the Middle District of Alabama between the debtor Colonial BancGroup, Inc. and Pricewaterhouse Coopers, LLP and Crowe Horwath LLP. Mr. Ramsey attested that, other than as disclosed, Nelson Mullins does not: (a) represent or purport to represent any other entities with respect to the Bankruptcy Case; or (b) hold any claim against or interest in the Debtor. In addition, each member of the Committee does not purport to act, represent, or speak on behalf of any other entities in connection with the Bankruptcy Case. Nelson Mullins, by and through Shane G. Ramsey, currently represents these members of the Committee who hold interests in the Debtor: a. MILFAM, LLC 3300 S. Dixie Highway, Suite 1-365 West Palm Beach, FL 33405 Nelson Mullins has been retained to represent the unsecured in connection with all matters related to the Bankruptcy Case and the District Court Case. b. Alimco Financial Corporation 3300 S. Dixie Highway, Suite 1-365 West Palm Beach, FL 33405 Nelson Mullins has been retained to represent the unsecured in connection with all matters related to the Bankruptcy Case and the District Court Case. c. Broadbill Partners II, LP c/o Broadbill Investment Partners, LLC 157 Columbus Avenue, Suite 504 New York, NY 10023 Nelson Mullins represents Broadbill on an ongoing basis in various other matters. d. Black Rhino, LP c/o Broadbill Investment Partners, LLC 157 Columbus Avenue, Suite 504 New York, NY 10023 Nelson Mullins has been retained to represent the unsecured in connection with all matters related to the Bankruptcy Case and the District Court Case. e. TAR Holdings, LLC 2200 Fletcher Avenue, 5th Floor Fort Lee, NJ 07024 Nelson Mullins has been retained to represent the unsecured in connection with all matters related to the Bankruptcy Case and the District Court Case. f. JDS1 LLC 2200 Fletcher Avenue, 5th Floor Fort Lee, NJ 07024 Nelson Mullins has been retained to represent the unsecured in connection with all matters related to the Bankruptcy Case and the District Court Case. The Committee members hold these interests in Colonial: Entity 8.875% Sub Notes 7.875% TruPS Total Claim ------ ---------------- ------------ ----------- MILFAM, LLC $78,514,765 $40,017,712 $118,532,477 Alimco $15,945,503 $9,726,962 $25,672,465 Broadbill $52,322,179 $21,119,686 $73,441,864 Black Rhino $6,357,856 $0 $6,357,856 TAR Holdings $7,567,120 $0 $7,567,120 JDS1 LLC $27,078,185 $15,431,082 $42,509,266 ---------------- ------------ ----------- Total Claim (Par $187,785,607 $86,295,442 $274,081,048 + Pre-petition Interest) Held by Movants Total Claim Amount $254,314,236 $104,310,584 $358,624,820 (Par + Pre-petition Interest) % of Outstanding 73.8% 82.7% 76.4% Nelson Mullins has fully disclosed to each of the members of the Ad Hoc Committee the possibility that the interests of each, as creditors holding general unsecured claims, may potentially conflict. Each member of the Committee has consented to this joint representation, after full disclosure. The firm may be reached at: Shane G. Ramsey, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 150 Fourth Avenue, North, Suite 1100 Nashville, TN 37219 Telephone: (615) 664-5355 Facsimile: (615) 664-5399 E-Mail: shane.ramsey@nelsonmullins.com - and - Gregory M. Taube, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 201 17th Street, N.W., Suite 1700 Atlanta, GA 30363 Telephone: (404) 322-6000 E-mail: greg.taube@nelsonmullins.com About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A., its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009, disclosing $45 million in total assets and $380 million in total liabilities as of the Petition Date. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, served as counsel to the Debtor. Burr & Forman LLP and Schulte Roth & Zabel LLP served as co-counsel for the Official Committee of Unsecured Creditors formed in the case. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. As reported by the Troubled Company Reporter in June 2011, Bankruptcy Judge Dwight H. Williams Jr., signed off on Colonial BancGroup's revised Chapter 11 liquidation plan over the objection of the Federal Deposit Insurance Corp. CONCORDIA INTERNATIONAL: Will Release 2017 Results on March 8 ------------------------------------------------------------- Concordia International Corp. intends to issue its fourth quarter and year-end 2017 financial results via press release before market open on Thursday, March 8, 2018. The Company will subsequently hold a conference call that same day, Thursday, March 8, 2018, at 8:30 a.m. ET hosted by Mr. Allan Oberman, chief executive officer, and other senior management. A question-and-answer session will follow the corporate update. CONFERENCE CALL DETAILS DATE: Thursday, March 8, 2018 TIME: 8:30 a.m. ET DIAL-IN NUMBER: (647) 427-7450 or (888) 231-8191 TAPED REPLAY: (416) 849-0833 or (855) 859-2056 REFERENCE NUMBER: 9289998 This call is being webcast and can be accessed by going to: http://event.on24.com/r.htm?e=1602683&s=1&k=4B1F2F5D6D72A7BEA92E8C9BB0354437 About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million in 2015. As of Sept. 30, 2017, Concordia had US$2.65 billion in total assets, US$4.12 billion in total liabilities and a total shareholders' deficit of US$1.47 billion. * * * In October 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." In October 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONSOLIDATED AEROSPACE: Moody's Hikes CFR to B2; Outlook Stable --------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Consolidated Aerospace Manufacturing, LLC ("CAM"), including the Corporate Family Rating (CFR) to B2 from B3 and the Probability of Default Rating to B3-PD from Caa1-PD. Concurrently, Moody's upgraded the ratings on the senior secured revolving and term loan facilities to B2 from B3. The rating outlook is stable. RATINGS RATIONALE The ratings upgrade reflects improved operational performance, meaningful earnings growth during 2017, and expectations of a relatively robust set of credit metrics with Moody's adjusted Debt-to-EBITDA anticipated to remain below 4.5x. The upgrade also considers a strengthening liquidity profile along with expectations of financial covenant relief for the company's revolving credit facility, that should provide full access to the facility going forward. The B2 corporate family rating (CFR) balances CAM's small scale and limited (and mixed) operating history against expectations of a relatively robust set of credit metrics and a comparatively conservative financial policy. Over the next few years, Moody's expect favorable industry fundamentals and improved operating performance to support a moderately leveraged balance sheet (Debt/EBITDA less than 4.5x) accompanied by healthy cash flow (FCF/Debt in mid-single digits) and profitability measures (EBITDA margins in the low-20% range). The rating also favorably considers lengthy qualification processes, multi-year customer contracts, and on-going investments in capacity and new product development that should support future sales growth. These positive considerations are tempered by CAM's fundamental reliance on cyclical commercial aerospace markets (90% of sales) as well as the company's limited track record as a consolidated entity and its uneven historical operating results. A high degree of customer concentration coupled with a modest size that leaves the company vulnerable to considerable pricing pressure from its large-sized OEM and tier one customers, also acts as a tempering consideration. Moody's expects CAM to maintain a good liquidity profile over the next 12 months. Moody's anticipate comparatively healthy levels of free cash flow generation during 2018 with FCF-to-Debt expected to be in the mid-single digits. Amortization on term debt is modest at roughly $3 million per annum and there are no principal obligations due until 2020. External liquidity is provided by an undrawn $25 million revolving credit facility that expires in 2020. The revolver contains a springing net leverage covenant that comes into effect if usage under the facility exceeds 25%. The existing covenant of 4.0x currently limits borrowings to around $2 million, although Moody's note that the company is seeking lender approval to amend the net leverage covenant to 5.25x (with step-downs), which should provide full access to the facility going forward. The stable outlook reflects Moody's expectation that favorable commercial aerospace fundamentals and good operating performance will support modest revenue and earnings growth over the next 12 to 18 months. A significantly larger scale and a greater variety of markets served would support a ratings upgrade. Given the company's relatively modest size, Moody's would expect CAM to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. The ratings could be upgraded if Debt-to-EBITDA was expected to remain below 4x, combined with EBITDA margins sustained in the mid-20% range, with FCF-to-Debt consistently above 10%. Maintenance of a strong liquidity profile would be a prerequisite for any upward rating action. The ratings could be downgraded if Debt-to-EBITDA was expected to remain above 6.0x. Negative rating pressure could be prompted by a declining earnings and cash flow profile such that EBITDA margins were anticipated to remain in the high-teens range or if FCF-to-Debt was expected to remain below 5%. The loss of a large customer, a weakening liquidity profile, or sustained operational issues could also pressure the rating downward. Issuer: Consolidated Aerospace Manufacturing, LLC The following ratings were upgraded: Corporate Family Rating, upgraded to B2 from B3 Probability of Default Rating, upgraded to B3-PD from Caa1-PD $25 million senior secured revolving credit facility due 2020, upgraded to B2 (LGD3) from B3 (LGD3) $242 million senior secured term loan (including $15 million add-on) due 2022, upgraded to B2 (LGD3) from B3 (LGD3) Outlook stable Consolidated Aerospace Manufacturing, LLC ("CAM") is a manufacturer of aerospace fasteners, fittings, and other aerospace parts and components. CAM serves commercial aerospace, defense and industrial end-markets. The company was founded in 2012, is headquartered in Brea, California and is a portfolio company of Tinicum L.P., an investment partnership managed by Tinicum Incorporated. Estimated sales for the twelve months ended December 2017 were $245 million. CUZCO DEVELOPMENT: Must Refund USTC for Rent Paid in Trust Fund --------------------------------------------------------------- Cuzco Development U.S.A., LLC, the reorganized debtor, filed an objection to Claim Nos. 34 and 35 filed by USTC HI, Inc. An evidentiary hearing was held on Jan. 17 and 18, 2018. Based on the evidence received, Bankruptcy Judge Robert J. Faris overruled Cuzco's objection to USTC's claim. Cuzco is a Hawaii limited liability company that owns a parcel of real estate on Keeaumoku Street in Honolulu called the "Keeaumoku Shopping Center." The Keeaumoku Shopping Center consists of multiple buildings rented to commercial tenants. Under a lease dated August 18, 2014, Cuzco rented Space I-203 (the "Premises") in the Keeaumoku Shopping Center to USTC. Hyung Soo Jang signed the Cuzco Lease on behalf of Cuzco and Casey Lee signed as president of USTC. USTC operates a martial arts studio in the Premises. From the inception of the Cuzco Lease and continuing to the present, the Premises suffered water intrusion due to roof leaks. Nevertheless, USTC paid all of the rent that became due under the Cuzco Lease until October 2015. Mr. Jang caused Cuzco to enter into a master lease dated June 26, 2015, pursuant to which Cuzco ostensibly leased the entire Keeaumoku Shopping Center to JCCHO Hawaii, LLC. USTC's sole claim is that, by virtue of the rent abatement letter, it is entitled to repayment of the rent that it has paid into the state district court rent trust fund. USTC does not claim any other damages as a result of the roof leaks. If the master lease is valid, then the JCCHO Lease between JCCHO and USTC is valid and enforceable against Cuzco. Under the master lease, JCCHO had the authority to sublease the Premises to USTC. Even if the master lease was invalid, Cuzco gave actual or apparent authority to Mr. Jang to manage the property, Mr. Jang told USTC that JCCHO would take over management of the Keeaumoku Shopping Center, and USTC was entitled to rely on that authority and representation when it entered into the JCCHO Lease. Cuzco argues that it does not owe USTC the rent that is being held in the rent trust fund, and that USTC's sole remedy is to seek relief in the state district court. But the dispute about the rent monies turns on the underlying questions of whether the rent abatement letter is binding on Cuzco and whether USTC's proofs of claim should be allowed or disallowed. The bankruptcy court can and should determine whether and to what extent a contract binds Cuzco, a debtor in bankruptcy. Cuzco also argues that the rent abatement letter is unenforceable because it is not supported by consideration. Because JCCHO signed and delivered the rent abatement letter, after the parties signed and delivered the JCCHO Lease, the rent abatement letter is a modification of the JCCHO Lease. Cuzco argues that the rent abatement letter was a grossly unequal bargain. But this is irrelevant. Consideration need not have quantifiable financial value. "[I]f a person chooses to make an extravagant promise for an inadequate consideration, it is entirely his own affair." Further, the bargain is not as unequal as it might appear. Cuzco's property manager testified at trial that replacing the roof of the building, in which the Premises are located, would cost $15,000 to $20,000. This is equivalent to three or four months rent, under either of the USTC leases. If Cuzco had promptly made the roof repairs, the bargain would have been reasonably equal. Cuzco chose not to do so. Therefore, Cuzco's objection to USTC's claim is overruled. Cuzco is not entitled to collect rent for the period from Nov. 1, 2015 to the present day, and continuing until the roof leaks are corrected. USTC is entitled to a refund of any rent it has paid for that period. Cuzco may satisfy this claim by stipulating with USTC to return of the rent trust fund held by the state district court to USTC and to terminate USTC's obligation to make further deposits. The bankruptcy case is in re: CUZCO DEVELOPMENT U.S.A., LLC, Chapter 11, Debtor, Case No. 16-00636 (Bankr. D. Haw.). A full-text copy of Judge Faris' Findings of Fact and Conclusions of Law dated Feb. 9, 2018 is available at https://is.gd/tDuaQA from Leagle.com. Cuzco Development U.S.A., LLC, Debtor, represented by Chuck C. Choi -- cchoi@hibklaw.com -- CHOI & ITO & Allison A. Ito -- aito@hibklaw.com -- CHOI & ITO. Office of the U.S. Trustee., U.S. Trustee, represented by Curtis B. Ching, Office of The United States Trustee. About Cuzco Development Cuzco Development U.S.A., LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The confirmation hearing on the Debtor's plan of reorganization is on Feb. 13, 2017. The TCR reported on Dec. 23, 2016, that Judge Faris approved the Debtor's first amended disclosure statement for its Chapter 11 plan of reorganization, dated Dec. 5, 2016, which proposed that the holder of an allowed general unsecured claims receive on account of its claim in full and complete satisfaction, discharge and release thereof: 100% of their allowed claims with post-petition interest at 3% simple interest per annum paid in full within 30 days after the Refinance deadline. CYN RESTAURANTS: Allowed to Use Cash Collateral Until March 5 ------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut authorized Cyn Restaurants LLC to use cash collateral through a preliminary period of 14 days or until March 5, 2018, to continue the usual and ordinary operations its business by paying those budgeted expenditures set forth on the Budget. The approved Budget provides total cash disbursement of approximately $34,647 for the month of February 2018. As of the Petition Date, the Debtor was indebted to Webster Bank in the amount of $382,176. The Debtor was also indebted to Community Investment Corp. in the amount of $208,000. Webster Bank and Community Investment Corp. are granted postpetition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and/or obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property of the kind specified in 11 U.S.C. Webster Bank and Community Investment Corp. are also granted enforceable and perfected replacement liens and/or security interests in the post-petition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and/or security interests of Webster Bank and Community Investment Corp. in the pre-petition collateral and the proceeds and products thereof, subject to the Carve-Out. Additionally the debtor will pay Webster Bank $1,360 as adequate protection for the month of February, 2018. The Debtor will continue to keep the Collateral fully insured against all loss, peril and hazard and make Webster Bank loss payees as their interests appear under such policies. A further hearing on the continued use of cash collateral will be held on February 28, 2018 at 2:00 p.m. A full-text copy of the Preliminary Order is available at: http://bankrupt.com/misc/ctb18-30185-37.pdf About Cyn Restaurants Based in Shelton, Connecticut, Cyn Restaurants LLC is engaged in the business of the operation of a restaurant known as Stone's Throw located at 337 Roosevelt Drive, Seymour, CT. Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter Hamme, the Debtor estimated $100,000 to $500,000 in assets and $500,001 to $1 million in liabilities. James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C., is the Debtor's counsel. DAILY GAZETTE: Taps Dirks Van Essen as Broker --------------------------------------------- Daily Gazette Company seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Dirks, Van Essen & Murray as its broker. The firm will assist the company and its affiliates in the review and monitoring of the asset sale process; assist in identifying all logical prospective purchasers; work with the Debtors in formulating a strategy for effecting a sale of their assets; participate in discussions with potential purchasers and any official committees formed; and provide other services related to the Debtors' Chapter 11 cases. Dirks will be paid a commission of 1.3% of the total gross purchase price and will be reimbursed for work-related expenses incurred. Philip Murray, vice-president of Dirks, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' estates. Dirks can be reached through: Philip W. Murray Dirks, Van Essen & Murray 119 East Marcy Street, Suite 100 Santa Fe, New Mexico 87501 Phone: (505) 820-2700 Fax: (505) 820-2900 Email: phil@dirksvanessen.com About Daily Gazette Company Headquartered in Charleston, West Virginia, Daily Gazette Company and its affiliates operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Charleston Gazette-Mail, as well as a related website, weekly publications, a saturation mail product and the following verticals: http://www.wvcarfinder.com/; http://www.wvrealestatefinder.com/; http://www.wvjobfinder.com/; and http://www.gazettemailclassifieds.com/ Daily Gazette Company and certain of its affiliates sought for bankruptcy protection under Chapter 11 (Bankr. S.D. W.Va. Lead Case No. 18-20028) on Jan. 30, 2018. In the petition signed by Norman W. Shumate III, authorized signatory, Daily Gazette Company estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Daily Gazette Company 18-20028 Daily Gazette Holding Company, LLC 18-20029 Charleston Newspapers Holdings, L.P. 18-20030 Daily Gazette Publishing Company, LLC 18-20032 Charleston Newspapers 18-20033 G-M Properties, Inc. 18-20034 Judge Frank W. Volk is the case judge. The Debtors tapped Perkins Coie LLP, as lead counsel, and Supple Law Office, PLLC, as co-counsel. The Debtors hired Phil Murray and Dirks, Van Essen & Murray as consultant and broker. DE NOVO IMPORTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: De Novo Imports, Inc. 51 Hartz Way Secaucus, NJ 07094 Business Description: De Novo Imports, Inc. -- http://www.denovoimports.com-- is a fashion accessories supplier in Secaucus, New Jersey. De Novo designs six different lines of jewelry that cater to the fashion needs and tastes of wide array of consumer segments. De Novo Imports began as a small family business in 2002. Chapter 11 Petition Date: February 23, 2018 Case No.: 18-13487 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtor's Counsel: David L. Stevens SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: dstevens@scuramealey.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Min Sun Kim, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb18-13487.pdf DELTAVILLE BOATYARD: Has Court's Nod to Obtain DIP Financing ------------------------------------------------------------ The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia has authorized Deltaville Boatyard, LLC, and its affiliates to obtain postpetition financing. The Debtors and the Lender have reached an agreement pursuant to which the Lender may provide certain postpetition financing to the Debtors to be secured by a first-priority, senior security interest in and lien upon the cash received in payment of the grants, with the consent of SummitBridge. A copy of the court order is available at: http://bankrupt.com/misc/vaeb16-35974-217.pdf As reported by the Troubled Company Reporter on Feb. 2, 2018, the Debtors sought court permission to obtain postpetition financing in an amount up to $250,000 from Arthur Wilton, Waddy Garrett, Paul Howle, Bev Columbine, James Rogers, Donnie Hatchett, John Ward, Ed Ruark and/or Glen Doncaster. The Debtors sought the Financing after having expended all amounts currently in the infrastructure account. About Deltaville Boatyard Deltaville Boatyard, LLC, is the entity that operates a world renowned boat yard and marina in Deltaville, Virginia. Boatyard Rentals, LLC, is the entity that owns the yard, and Deltaville Marina, LLC, is the entity that owns the marina. Boatyard Rentals, Deltaville Marina, and Deltaville Boatyard filed Chapter 11 petitions (Bankr. Case Nos. 16-35389, 16-35390, and 16-35974, respectively) on Nov. 2, 2016. In the petitions signed by Kieth Ruse, manager, Boatyard Rentals estimated assets of less than $1 million and liabilities of $1 million to $10 million. Deltaville Marina estimated both assets and liabilities of $1 million to $10 million at the time of the filing. Deltaville Boatyard estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Boatyard Rentals and Deltaville Boatyard' cases are assigned to Judge Keith L. Phillips. Deltaville Marina's case is assigned to Judge Kevin R. Huennekens. The Debtors are represented by Paula S. Beran, Esq., at Tavenner & Beran, PLC. DEXTERA SURGICAL: Closes Sale of All Assets to Aesculap for $17M ---------------------------------------------------------------- Consistent with the terms of an asset purchase agreement, on Feb. 20, 2018, Dextera Surgical Inc. sold substantially all of its assets to Aesculap, Inc.'s designee, AesDex, LLC, for $17.3 million. Of this amount, Dextera Surgical received approximately $13.6 million, with an additional $2 million funded into an escrow account for 24 months. The balance of the $17.3 million purchase price was used to repay the DIP Loan Amount of $0.9 million, make payments to counterparties to assigned contracts and leases, and pay associated closing expenses. On Dec. 11, 2017, Dextera Surgical and Aesculap, Inc. entered into the Asset Purchase Agreement pursuant to which Dextera Surgical agreed to sell substantially all of its assets to Aesculap or its designee for $17.3 million. Immediately thereafter, Dextera Surgical filed a voluntary petition for reorganization under Chapter 11 of Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. In connection with entering into the Asset Purchase Agreement, on Dec. 15, 2017, Dextera Surgical and Aesculap entered into a Post-Petition Loan and Security Agreement pursuant to which Aesculap agreed to loan to Dextera Surgical funds necessary to conduct its business through the process for the sale of its assets. Aesculap is part of the B. Braun Group. Dextera Surgical had a marketing and distribution agreement to distribute Dextera Surgical's MicroCutter 5/80 surgical stapler in Spain with B. Braun Surgical S.A., another part of the B. Braun Group, prior to entering into the Asset Purchase Agreement. The purchase price for the assets was determined in arms-length negotiations with Aesculap, and the sale of the assets was approved by the Court. Dextera Surgical does not anticipate filing financial statements for the sale of the assets, or pro forma financial statements, due to the fact that following the sale of the assets Dextera Surgical is no longer an operating company and lacks the personnel required to do so. About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (DXTR:US OTC US) -- 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 Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for approximately $17.3 million. 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; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. DIAGNOSTIC CENTER: Taps McNair & Associates as Accountant --------------------------------------------------------- Diagnostic Center of Medicine (Allen) LLP seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire McNair & Associates, Chtd. as its accountant. The firm will provide general bookkeeping services; prepare and file the Debtor's tax documents; assist in the preparation of its schedules; and maintain its financial books and records. The firm's hourly rates are: Sharon McNair, Partner $250 Managers $160 Professional Staff $150 Support Staff $90 Sharon McNair, a certified public accountant and partner at McNair & Associates, disclosed in a court filing that she does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Sharon McNair McNair & Associates, Chtd. 4955 S. Durango Drive, Suite 207 Las Vegas, NV 89113 Phone: 702-646-0888 Fax: 702-646-4440 E-mail: Sharon@McNaircpas.com About Diagnostic Center of Medicine Diagnostic Center of Medicine (Allen) LLP, in practice since 1977, is an internal medicine and family medicine group in Southern Nevada with locations in Henderson and Durango. Diagnostic Center of Medicine Allen) LLP filed a Chapter 11 petition (Bankr. D. Nev. Case No.: 18-10152) on Jan. 12, 2017. In the petition signed by CEO Lawrence M. Allen, M.D., the Debtor disclosed $1.70 million in total assets and $6.08 million total debt. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as counsel. DPW HOLDINGS: Holds 8.8% Stake in WSI Industries as of Feb. 20 -------------------------------------------------------------- DPW Holdings, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that as of Feb. 20, 2018, it beneficially owns 259,915 shares of common stock of WSI Industries, Inc., constituting 8.8 percent 8.8% (based on 2,951,676 shares of common stock outstanding as of Dec. 22, 2017). The Schedule 13D/A was filed to report a transaction in which DPW Holdings purchased an additional 12,025 shares of WSI Industries' Common Stock in the open market since its Schedule 13D/A filed with the SEC on Jan. 16, 2018 and therefore presently owns aggregate of 259,915 those shares. Milton C. Ault III, the chief executive officer of DPW Holdings sent a letter dated Feb. 16, 2018 that arrived on Feb. 20, 2018 to Michael J. Pudil, the chairman and chief executive officer of WSI Industries, which letter sets forth the Reporting Person's intention, among other items, to commence a tender offer to acquire a majority of the issued and outstanding shares of Common Stock at the proposed purchase price of $6.00 per share in cash. A copy of the letter is available for free at https://is.gd/R2AFx4 The Reporting Person has acquired the Common Stock for investment purposes and with a view to acquiring a controlling interest in the Issuer. Depending on market-related and other conditions, the Reporting Persons may increase or decrease its beneficial ownership of the shares of Common Stock. A full-text copy of the regulatory filing is available at: https://is.gd/YH8b1I About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com-- is a diversified holding company that, through its wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys' growth strategy targets core markets that are characterized by "high barriers to entry" and include specialized products and services not likely to be commoditized. Coolisys through its portfolio companies develops and manufactures cutting-edge resonant switching power topologies, specialized complex high-frequency radio frequency (RF) and microwave detector-log video amplifiers, very high-frequency filters and naval power conversion and distribution equipment. Coolisys services the defense, aerospace, medical and industrial sectors and manages four entities including Digital Power Corporation, www.DigiPwr.com, a leading manufacturer based in Northern California, 1-877-634-0982; Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus Technical Distributors, www.Power-Plus.com, a wholesale distributor based in Sonora, CA 1-800-963-0066. Coolisys operates the branded division, Super Crypto Power, www.SuperCryptoPower.com. Digital Power reported a net loss of $1.12 million for the year ended Dec. 31, 2016, and a net loss of $1.09 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Digital Power had $18.26 million in total assets, $10.79 million in total liabilities and $7.46 million in total equity. "The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. ("MTIX") to manufacture, install and service the Multiplex Laser Surface Enhancement ("MLSE") plasma-laser system. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Management believes that the Company has access to capital resources through potential public or private issuance of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company's ability to continue as a going concern," said the Company in its quarterly report for the period ended Sept. 30, 2017. EAGLE REBAR: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Eagle Rebar and Cable Co., Inc. 14411 Hwy 49 Gulfport, MS 39503 Business Description: Eagle Rebar and Cable Co., Inc. is a privately held steel erecting company in Gulfport, Mississippi. Chapter 11 Petition Date: February 23, 2018 Case No.: 18-50328 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport-6 Divisional Office) Judge: Hon. Katharine M. Samson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Billy R. Moore, director/vice president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mssb18-50328.pdf ELMIRA, NY: S&P Lowers General Obligation Debt Rating to 'BB+' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating and underlying rating (SPUR) to 'BB+' from 'BBB' on Elmira, N.Y.'s general obligation debt. The outlook is stable. "The rating action reflects our view of the city's ongoing challenges to align revenue and expenditures to maintain structural balance," said S&P Global Ratings credit analyst Nora Wittstruck. The stable outlook recognizes improved preliminary results for fiscal 2017, which made progress toward closing prior-year budget gaps, and management's budget stabilization plan to achieve structural balance over the longer term. ENCORE PROPERTY: Chapter 11 Petition Dismissed as Bad Faith Filing ------------------------------------------------------------------ Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York entered an order granting Wells Fargo's motion to dismiss Encore Property Management of Western New York, LLC's chapter 11 petition as a bad faith filing. It is well established that a debtor's lack of good faith in filing a petition may constitute sufficient cause to dismiss a Chapter 11 case. In determining whether good faith is absent (and bad faith is present), the court must consider the totality of the circumstances -- not one single factor. The Second Circuit has identified eight factors as adequate evidence of a bad faith filing: (1) the debtor has only one asset; (2) the debtor has few unsecured creditors whose claims are small in relation to those of the secured creditors; (3) the debtor's one asset is the subject of a foreclosure action as a result of arrearages or default on the debt; (4) the debtor's financial condition is, in essence, a two-party dispute between the debtor and secured creditors which can be resolved in the pending state foreclosure action; (5) the timing of the debtor's filing evidences an intent to delay or frustrate the legitimate efforts of the debtor's secured creditors to enforce their rights; (6) the debtor has little or no cash flow; (7) the debtor can't meet current expenses including the payment of personal property and real estate taxes; and (8) the debtor has no employees. Here, nearly all of the factors are present--and the presence of these factors is not disputed. First, Encore Western’s only assets are the same portfolio of properties that are the subject of the $117 million judgment of foreclosure in favor of Wells Fargo. Next, the source of Encore Western's financial problems stems from a two-party dispute, in which Encore Western challenges the validity of Wells Fargo’s mortgage on the properties--a challenge that has been repeatedly rejected by the state courts. The fact that Encore Rochester has its own disputes with Wells Fargo concerning the Imperial Manor Apartments does not negate this factor. The dispute is between Wells Fargo and Encore Western--and, by way of collateral state court litigation, Encore Rochester (a predecessor in interest to the real estate at issue). No innocent "third parties" to this Chapter 11 exist, in any meaningful sense. Next, the most recent Chapter 11 bankruptcy cases--filed in December 2017 and January 2018--were each filed literally on the eve of a scheduled foreclosure sale. And finally, the properties have been under the management and control of the receiver for nearly 9 years--Encore Western, as a legal entity, has no cash flow and no employees. In sum, Encore Western has no viable business to rehabilitate. It seems that Encore Western's only "business" is to litigate with Wells Fargo, doubtlessly adding great expense to the bottom line but not generating even one dollar of income. "As a general rule where, as here, the timing of the filing of a Chapter 11 petition is such that there can be no doubt that the primary, if not sole, purpose of the filing was a litigation tactic, the petition may be dismissed as not being filed in good faith." To conclude, the Court finds, based on the uncontroverted facts, that the Chapter 11 case was filed in bad faith. A copy of Judge Warren's Decision and Order dated Feb. 16, 2018 is available at: http://bankrupt.com/misc/nywb2-18-20014-52.pdf About Encore Property Management Encore Property Management of Western New York, LLC, is a privately owned company that leases real estate. Encore Property has 10 commercial and apartment buildings and three parking lots in Rochester and Greece, New York with an aggregate value of $55.74 million. The Company previously sought bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-21325) on Dec. 15, 2017. Encore Property Management again filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 18-20014) on Jan. 8, 2018. At the time of filing, the Debtor estimated $50 million to $100 million in total assets and $100 million to $500 million in total liabilities. The Hon. Warren, U.S.B.J., presides over the case. David S. Stern, Esq., is the Debtor's counsel. ENERGY FUTURE: Files 1st Amended Supplement to Reorg Plan --------------------------------------------------------- BankruptcyData.com reported that Energy Future Holdings (EFH) filed with the U.S. Bankruptcy Court a first amended Supplement to the First Amended Joint Chapter 11 Plan of Reorganization of EFH/Energy Future Intermediate Holding (EFIH). The Supplement contains the following documents: Exhibit A - amended retained causes of action; Exhibit B: amended tax contingency disclosure; Exhibit C: EFH Plan administrator trust agreement; Exhibit D: merger agreement amendment No. 1: waiver agreement and Exhibit E: merger agreement amendment No. 2: settlement agreement. The second amendment in the merger and settlement agreement notes, "The EFH Plan Administrator Board shall distribute the amounts from the Accessible Account Deposit in accordance with the Plan of Reorganization. For the avoidance of doubt, the EFH Plan Administrator Board shall be entitled to create such sub-accounts in the EFH/EFIH Cash Distribution Account as necessary to consummate the transactions contemplated by the Plan of Reorganization. 'Cash Deposit Amount' shall mean $9,450,000,000, less the DIP Repayment; provided, that the Cash Deposit Amount shall be reduced in accordance with Section 1.8. In no event shall the amount deposited by Merger Sub pursuant to Section 1.7(a), plus the DIP Repayment, plus the value of the Trust Certificates issued pursuant to Section 1.8, exceed $9,450,000,000." About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors had $42 billion of funded indebtedness as of the bankruptcy filing. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc., as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as co-counsel and conflicts counsel; AlixPartners, LLP, as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A., as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement to acquire Energy Future Holdings, the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC, operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. On Nov. 3, 2017, the Bankruptcy Court entered an order closing the Chapter 11 cases of 40 affiliate debtors. The claims asserted against, and interests asserted in, the Closing Cases are transferred to the lead case of Texas Competitive Electric Holdings Company LLC, Case No. 14-10978. A list of the Closing Cases is available for free at: http://bankrupt.com/misc/EnergyFuture_decreeclosing40.pdf ENSEQUENCE INC: Wants Up To $250,000 Financing From Myrian Capital ------------------------------------------------------------------ Ensequence, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to obtain a secured post-petition financing facility on a final basis in an aggregate amount of up to $250,000 from Myrian Capital Fund, LLC (Series C). The Debtor wants to: (i) draw on the DIP Facility in four separate draws in the amounts and at the times set forth in the DIP term sheet and to use proceeds of the DIP Facility to pay for the Debtor's working capital needs and other administrative expenses necessary for the administration of the Chapter 11 case pursuant to the budget; and (ii) grant to Myrian (as the DIP Lender) automatically perfected first-priority security interests in and liens on all of the collateral to secure the DIP Facility and all obligations arising thereunder and grant Myrian replacement liens pursuant to the U.S. Bankruptcy Code Sections 361 and 363(e). An amount equal to $250,000 for the costs, including operating expenses and professional fees, of the Debtor's Chapter 11 case and working capital to operate the Debtor's business, will be advanced as follows: a. up to $50,000 to be available on March 23, 2018; b. up to $30,000 to be available on March 30, 2018; c. up to $160,000 to be available on April 20, 2018; and d. up to $10,000 to be available on April 27, 2018. The Loan will have a PIK Rate of 5% per annum, to be paid in kind, and a default interest rate of plus additional 2% per annum, to be paid-in-kind. The maturity date for the Loan is the earlier of (i) June 13, 2018, and (ii) the occurrence of a termination event. The DIP Lender will have a first priority priming lien and security interest pursuant to, among other things, Bankruptcy Code Section 364(d), superior to the interests of all other creditors in the collateral. The DIP court order will serve as a loan and security agreement, without the need for a separate loan and security agreement. The DIP Lender's obligations under the DIP Facility will be subject to the Debtor's compliance with these milestones: a. On or before March 16, 2018, an order approving the DIP Facility will have been entered by the Court; b. On or before April 19, 2018, entry of an order approving the sale of substantially all of the Debtor's assets, in a form acceptable to the DIP Lender; c. On or before April 23, 2018, entry of an order granting interim approval of the Debtor's disclosure statement, approval of solicitation procedures, and scheduling a hearing on confirmation of the Debtor's plan, each in a form acceptable to the DIP Lender; d. On or before April 25, 2018, commencement of solicitation of votes on confirmation of the Debtor's plan; e. On or before June 7, 2018, entry of an order granting final approval of the Debtor's disclosure statement and confirmation of the plan, in a form acceptable to the Prepetition Lender; and f. On or before June 13, 2018, the effective date of the Plan will have occurred. Without the proposed financing set forth in the DIP Order and the DIP Term Sheet, the Debtor would not have sufficient funds to preserve the Debtor's assets and would be forced to relinquish its interests therein. The Debtor's ability to continue its operations, so as to conduct a going concern sale of substantially all of its assets, depends on obtaining access to the DIP Facility. The access to sufficient working capital to fund the Debtor's business during this Chapter 11 case is vital for preserving and maintaining the value of the Debtor's assets and maximizing value for all creditors. The Debtor warns that failure to obtain the relief requested in this motion will irreparably harm the Debtor, its estate, creditors, and equity holders. The Debtor has searched for strategic alternatives in various forms. Given the unsuccessful prepetition search for alternatives, the Debtor does not believe it is able to obtain financing to fund and preserve its assets on terms more favorable than those offered by the DIP Lender under the DIP Facility and that it is (and has been) unable to obtain unsecured credit allowable under Bankruptcy Code Section 503(b)(1) as an administrative expense. The Debtor also does not believe they it is likely to obtain secured credit under Bankruptcy Code Section 364(c) on equal or more favorable terms than those offered by the DIP Lender under the DIP Facility. Indeed, even with respect to the DIP Lender (a party already in the Debtor's capital structure), the DIP Facility is available only with the Debtor's agreement to grant the DIP Lender (a) subject to the carve-out (as defined below), the DIP Lien and (b) the other protections set forth in the proposed DIP order and the DIP Term Sheet. As a condition to the extension of credit under the DIP Facility, the DIP Lender and the Debtor have agreed that proceeds of any Intermediate Draws made under the DIP Facility will be used exclusively in a manner consistent with the budget, which may only be modified with Myrian's written consent. No portion of the proceeds of any Intermediate Draws under the DIP Facility will be used, directly or indirectly, to make any payment or prepayment that is prohibited under the DIP Order or the DIP Term Sheet. A copy of the Debtor's request is available at: http://bankrupt.com/misc/deb18-10182-55.pdf About Ensequence Ensequence, Inc., is a privately owned Delaware corporation engaged in the business of making advertisements on television more interactive and measurable. The Company was formed in 2001 as a provider of tools for building interactive television applications for television networks, advertisers and distributors of network television. During the period from 2013 to the present, the Company expanded its focus to include manufacturers of "smart televisions." Throughout its history, the Company has partnered with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO, etc.), traditional distributors (e.g., Comcast, Time Warner Cable, DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG, Sony, etc.). One year ago, the Company had approximately 50 employees, but as of the Petition Date, the Debtor has five full-time employees executing its strategic plan. Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO Michael Wyse, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kevin Gross. The Debtor tapped Christopher A. Ward, Esq. of Polsinelli PC as its bankruptcy counsel; Outside General Counsel Services, P.C., as its general corporate counsel; Wyse Advisors LLC as its restructuring advisor; and Rust Consulting/Omni Bankruptcy as its notice, claims, balloting agent and administrative advisor. The prepetition lender is represented by McDermott Will & Emery. EPV MERGER: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service affirmed all the ratings of EPV Merger Sub Inc. (Vectra Co.), including the Corporate Family Rating of B3, the first lien rating of B1 and the second lien rating of Caa2. This action follows the company's plan to increase the amount of the first lien senior secured term loan by $20 million to $425 million and decrease the amount of the second lien secured term loan by a like amount of $20 million to $140 million. The rating outlook is stable. The ratings are affirmed: Corporate Family Rating, at B3 Probability of Default, at B3-PD First lien senior secured credit facility rated B1 (LGD3) Second lien senior secured term loan rated Caa2 (LGD5) The rating outlook is stable RATINGS RATIONALE The ratings of EPV Merger Sub, Inc. reflects high financial leverage, small size, significant industry concentration, ongoing pressure to reduce costs to improve margins, startup nature as a standalone company and private equity ownership. Vectra Co. benefits from substantial customer entrenchment and long history as a provider of high quality mission critical specialized batteries for high tech applications often with sole-source supplier relationships. The B1 rating on the first lien senior secured credit facilities, (two notches above the CFR) reflects the expected recovery rates that benefit from junior capital beneath their claims to absorb losses in downside scenarios. The Caa2 rating on the second lien senior secured term loan reflects lower recovery prospects given its subordinated position to a significant level of senior claims in the capital structure. The ratings could be upgraded when the company establishes a record as a stand-alone company, if leverage is expected to be sustained below 5.5 times, or if interest coverage is expected to be sustained above 2 times. The ratings could be downgraded if leverage is expected to reach 7.5 times for several periods, if the company experiences negative free cash flow, or if EBIT/interest was trending towards 1.25 times. Shareholder friendly actions that resulted in higher leverage could also pressure the rating. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. EPV Merger Sub Inc., through its EaglePicher subsidiary, is a provider of specialty power solutions for critical application with high cost of failure. Production is focused on the aerospace & defense and medical markets. Product applications include missiles, directed energy weapons, satellites, and implantable medical devices. The company is expected to be purchased by GTCR, LLC for $925 million. The acquisition is expected to be financed with a $50 million first lien revolving credit facility, $425 million first lien term loan, $140 million second lien term loan, as well as cash and rollover equity. FY 2017 revenue was approximately $220 million. EXCO RESOURCES: Court Approves KERP for Non-Insider Employees ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved EXCO Resources' key employee retention plan (KERP) for non-insider employees. The Debtors sought entry of an order, approving and authorizing the Debtors to continue the KERP for approximately 144 of the Debtors' non-insider employees, providing for an award pool of approximately $3.3 million in the aggregate, approximately $1.8 million of which was earned and paid to participating employees prior to the Petition Date on account of the third and fourth quarters of 2017 and approximately $1.5 million of which may be earned by participating employees on account of continued employment with the Debtors through the first and second quarters of 2018. About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases have been assigned to the Honorable Marvin Isgur. The Debtors tapped GARDERE WYNNE SEWELL LLP, and KIRKLAND & ELLIS LLP, as bankruptcy counsel; PJT PARTNERS LP as financial advisor; ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and EPIQ BANKRUPTCY SOLUTIONS, LLC, as claims agent. The Official Committee of Unsecured Creditors tapped JACKSON WALKER L.L.P. and BROWN RUDNICK LLP as attorneys. FAIRGROUNDS PROPERTIES: Steele Buying Hurricane Property for $109K ------------------------------------------------------------------ Fairgrounds Properties, Inc., asks the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of Lot 39, Fairgrounds Industrial Park, Hurricane, Washington County, of Utah, Parcel No. H-FAIR-39, to Ron Steele for $109,000, subject to higher and/or better offers. The following prepetition liens exist against the Lot 39 are (i) unpaid property taxes; (ii) Deed of Trust in favor of Town & Country Bank1, recorded Dec. 17, 2008, as entry number 20080048001; (ii) Deed with Assignment of Rents in favor of Fairgrounds Industrial Park, LLC, recorded April 06, 2007, as entry number 20070017678; and (iv) Deed of Trust in favor of Dakota Aggregate, LLC, recorded Feb. 24, 2014, as entry number 20140005359. Cushman & Wakefield ("C & W") has marketed the Property for private sale pursuant to a listing agreement from April 1, 2014. C & W has actively marketed the Property, including Lot 39 for private sale pursuant to industry standards. Subject to Bankruptcy Court approval, on Jan. 24, 2018, the Debtor entered into the REP to sell Lot 39 to the Buyer for a total purchase price of $109,000. The Buyer has made an earnest money deposit in the amount of $2,500. The sale of Lot 39 is conditioned on the Court's entry of an Order approving the Sale. The Settlement and close of the transaction will occur once the Order is entered. The sale of the Property is "as is" with no representation or warranties by the Debtor, except that the Debtor has authority to enter into the Sale Agreement and sell the Property with Court approval and will ask approval of the sale free and clear of liens and interests. The Debtor will also ask the Court to authorize the break-up fee in favor of the Buyer in the amount of $5,000. The proposed sale of Lot 39 is a private sale, and it is anticipated that it will close in accordance with the terms of the Sale Agreement. However, the sale of Lot 39 is subject to higher and/or better offers. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Fairgrounds_Properties_48_Sales.pdf The Debtor will consider all written offers for the purchase of Lot 39 made prior to the expiration of the deadline set forth in the Notice of Hearing filed concurrently with the Motion. Whether an offer is a higher and/or better offer will be determined by the Debtor is its sole discretion. Upon closing of the sale, whether to the Buyer or to a person who has submitted a higher and/or better offer, the Debtor will file a Notice of Sale with the Court that provides information typically required under Federal Rule of Bankruptcy Procedure 6004(f). In the event that a higher and/or better offer is received and accepted for the sale of Lot 39, approval of the sale to the Buyer herein will be deemed to be approval of the sale to the person submitting the higher and/or better offer, with the Notice of Sale providing an itemization of amounts obtained by the Debtor, as well as the Break-Up Fee to the Buyer. Following close of the sale of Lot 39, the Debtor anticipates paying from the gross proceeds of the sale the costs of sale, which will include a 6% commission as set forth in the Listing Agreement. The Debtor asks permission (i) to pay all unpaid property taxes from the sale proceeds as they are secured by Lot 39 pursuant to Utah law; (ii) to withhold $10,000 for the payment of costs incurred in the bankruptcy including filing fees, Chapter 11 Quarterly Fees, and attorney's fees incurred to date; (iii) to pay PIB the remainder of the funds after paying costs and taxes. Fairgrounds Industrial Park, LLC has agreed to voluntarily release this deed against Lot 39, and it will remain of record against the rest of the Property with the same rights and priority, if any, as it had on the Petition Date. The Debtor believes that the sale of Lot 39 as set forth in the Sale Agreement is fair, reasonable, and in the best interests of the Debtor and the estate. The Debtor asks that the Court waives the 14-day appeal period. The Purchaser: Ron Steele 2 W St. George Blvd., Suite 10 St. George, UT 84770 Facimile: (435) 673-7153 E-mail: tparry@comre.com About Fairgrounds Properties In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real property located in Hurricane, Utah. It developed the property into industrial lots and then sold them further construction and development by purchasers. Through various sales over the years, as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have been divided up into 19 lots. The Company has completed the entire infrastructure of remaining land including; completion of gutters, paved entries and water/sewer. The company previously sought bankruptcy protection (Bankr. D. Utah Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of Reorganization dated Dec. 8, 2011, was confirmed by Judge William T. Thurman at the confirmation hearing held on April 5, 2012. Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29271) on Oct. 25, 2017. In the petition signed by Robert C. Stevens, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Darren B. Neilson, Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the Debtor. Cushman & Wakefield is the Debtor's realtor. FBI WIND DOWN: Court Narrows Claims in Trustee Suit vs AAPP ----------------------------------------------------------- Plaintiff FBI Wind Down Inc. Liquidating Trust, by and through Alan D. Halperin, as Liquidating Trustee, filed a motion seeking, among other things, a determination whether 18 transfers qualify as avoidable preferences outside any 11 U.S.C. section 547(c) defenses, and whether such Transfers can be recovered and disallowed under section 502 and the terms of the Plan. Defendant All American Poly Corp. filed a cross-motion for summary judgment contending that the Transfers are not preferential, otherwise qualify for section 547(c) ordinary course of business and subsequent new value defenses, and are not fraudulent transfers. Upon thorough evaluation, Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware grants in part and denies in part both the Plaintiff's motion and the Defendant's cross-motion. Specifically, the Court holds the following on the Plaintiff's Motion: * Summary judgment is granted for all the section 547(b) preference elements, with the exception that there is a dispute of material fact regarding whether the Transfers are an interest of the Lane and Broyhill Debtors in property, and consequently preferential. * Summary judgment is denied as to the inapplicability of any section 547(c) defenses, given the successful counterclaims of the Cross-Motion. * Summary judgment is denied on the determination of disallowance, objection, or setoff, since relief is inappropriate when the preferential nature of the Transfers are still in dispute. * Plaintiff's fraudulent transfer claim may not be reviewed in summary judgment as the Plaintiff failed to properly brief the issue. The Court also holds the following as to the Defendant's Cross-Motion: * Summary judgment is denied regarding Defendant's argument that the Transfers are not an interest of the Lane and Broyhill Debtors in property and consequently not preferential, as a dispute of material fact remains on that specific element of section 547(b). * Summary judgment is granted, in part, regarding the ordinary course of business defense for all Transfers, excluding the Lane Pressure Payments for which a dispute of material fact remains and summary judgment is denied. * Summary judgment is granted, in part, regarding subsequent new value up to $16,692.00, but is denied as to the remaining contested amount. * Summary judgment is denied as to the lack of fraudulent transfers since a dispute of material fact exists whether the Transfers were section 548 fraudulent transfers given for less than reasonably equivalent value. A full-text copy of Judge Sontchi's Opinion dated Feb. 16, 2018 is available at: http://bankrupt.com/misc/deb13-12329-3035.pdf Co-Counsel for Plaintiff: Victoria A Guilfoyle BLANK ROME LLP 1201 Market Street Suite 800 Wilmington, DE 19801 guilfoyle@blankrome.com -and- Edward L. Schnitzer Jeffrey Zawadzki HAHN & HESSEN LLP 488 Madison Avenue New York, NY 10022 eschnitzer@hahnhessen.com jzawadzki@hahnhessen.com Co-Counsel for Defendant: James Tobia THE LAW OFFICES OF JAMES TOBIA, LLC 1716 Wawaset Street Wilmington, DE 19801 -and- Roland Gary Jones JONES & ASSOCIATES 1745 Broadway 17th Floor New York, NY 10019 rgj@rolandjones.com About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. The Debtors on July 14, 2014, won confirmation of their Second Amended Joint Plan of Liquidation as filed on July 9, 2014. on Aug. 1, 2014, the Plan became effective and, pursuant to the Confirmation Order, the FBI Wind Down, Inc. Liquidating Trust was established and Alan D. Halperin was appointed as Liquidating Trustee f the Liquidating Trust. FBI WIND DOWN: IDS Transfers Qualify as Avoidable Preferences ------------------------------------------------------------- On August 19, 2015, Alan D. Halperin, the Liquidating Trustee of Plaintiff FBI Wind Down Inc. Liquidating Trust, filed a civil action against Innovative Delivery Systems, Inc., seeking (a) avoidance of preferential transfers under section 547 and 550, or (b) the avoidance of constructively fraudulent transfers if "the Transferring Debtor was not the Debtor who incurred the debt," and (c) objecting to any claims filed or scheduled on behalf of IDS, including the Claims. IDS answered with six affirmative defenses, including defenses for contemporaneous exchange of new value, ordinary course of business, and new value. On July 31, 2017, the Plaintiff filed a motion for summary judgment seeking a determination whether 32 transfers qualify as avoidable preferences outside any 11 U.S.C. section 547(c) defenses, whether such Transfers can be disallowed under section 502 and the Plan, and whether the Transfers are per se for less than reasonably equivalent value if not preferential. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware grants summary judgment, in part, on certain section 547(b) elements and the lack of any section 547(c)(1) contemporaneous exchange of new value defense, and denies the remainder of the motion. Specifically, the Court finds: * The Transfers meet the section 547(b) preference elements, with the exception that there is a dispute of material fact regarding whether the Transfers were (1) an interest of Thomasville Retail, Inc. f/k/a Classic Design Furnishings, Inc. TRI in property, (2) to or for the benefit of a TFI Wind Down, Inc., f/k/a Thomasville Furniture Industries, Inc. creditor, and (3) on account of an antecedent debt of TFI. * A dispute of material fact remains over whether the section 547(c) ordinary course of business and subsequent new value defenses apply, but summary judgment is granted for the lack of contemporaneous exchange of new value. * A determination of disallowance, objection, or setoff is inappropriate at summary judgment when preference status is in dispute. * A dispute of material fact remains as to whether the Transfers were given for less than reasonably equivalent value in satisfaction of section 548(a)(1)(B)(i). * Discovery is reopened for 90 days after entry of the order to procure additional evidence on the fraudulent conveyance count. A full-text copy of Judge Sontchi's Opinion dated Feb. 16, 2018 is available at: http://bankrupt.com/misc/deb13-12329-3037.pdf Co-Counsel for Plaintiff: Victoria A Guilfoyle BLANK ROME LLP 1201 Market Street Suite 800 Wilmington, DE 19801 guilfoyle@blankrome.com -and- Jeffrey Zawadzki HAHN & HESSEN LLP 488 Madison Avenue New York, NY 10022 jzawadzki@hahnhessen.com Counsel for Defendant: Elihu E. Allinson III SULLIVAN, HAZELTINE & ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 zallinson@sha-llc.com About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. The Debtors on July 14, 2014, won confirmation of their Second Amended Joint Plan of Liquidation as filed on July 9, 2014. on Aug. 1, 2014, the Plan became effective and, pursuant to the Confirmation Order, the FBI Wind Down, Inc. Liquidating Trust was established and Alan D. Halperin was appointed as Liquidating Trustee f the Liquidating Trust. FC GLOBAL: RETPROP Will Acquire 3 Mississippi Properties for $3.5M ------------------------------------------------------------------ FC Global Realty Incorporated and RETPROP I, LLC, its newly-formed subsidiary entered into an Agreement for Purchase and Sale of Real Property with three Mississippi limited liability companies - DG Union, LLC, DG Moselle, LLC, and DG Ellisville, LLC. Under the Purchase and Sale Agreement, RETPROP I will acquire three properties located in the State of Mississippi, one from each Seller, for a total purchase price of $3,475,241, plus certain closing and due diligence costs. The Company is a guarantor of certain aspects of this transaction. The specific properties which RETPROP I may acquire are real property (1) of approximately 2.77 acres located at Highway 192 in Union, Mississippi, with an allocated purchase price of $1,149,586, (2) of approximately 1.91 acres located at 2110 Highway 11, Moselle, Mississippi, with an allocated purchase price of $1,243,586, and (3) of approximately 2.91 acres located at 5405 US-11, Ellisville, Mississippi, with an allocated purchase price of $1,082,069. Under the Purchase and Sale Agreement, RETPROP I also will have an option to purchase real property comprising a Dollar General owned by DG Jumpertown, LLC, a Mississippi limited liability company located at 635 Highway 4, Booneville, MS. The Purchase and Sale Agreement provides for (i) a due diligence period of 15 business days from Feb. 14, 2018 through March 7, 2018; (ii) an initial earnest money deposit of $50,000, which will be applied towards the purchase price on the completion of the acquisition of the Properties; and (iii) a right to terminate the Purchase and Sale Agreement, in RETPROP I's sole discretion, at any time prior to the expiration of the due diligence period, with the initial earnest money deposit refunded to RETPROP I. The anticipated closing date is March 20, 2018, ten business days after the last day of the due diligence period, or ten business days after receipt by RETPROP I of a tenant estoppel letter acceptable to RETPROP I issued on the tenant's standard form. RETPROP I may waive the full due diligence period or receipt of a tenant estoppel letter and elect to close earlier by providing five business days' written notice to a Seller. The Purchase and Sale Agreement also contains customary covenants, closing conditions, representations and warranties, and indemnification provisions. Right of First Refusal Agreement RETPROP I also entered into a Right of First Refusal Agreement with five other Mississippi limited liability companies - DG Artesia, LLC, DG Nettleton, LLC, DG Senatobia, LLC, DG West Point 50, LLC, and DG Woodland, LLC, under which RETPROP I has a right of first refusal on certain other properties, also located in the State of Mississippi, which are owned by the ROFR Sellers. For each property, should a ROFR Seller receive a bona fide offer to purchase the property from a third party unaffiliated with that seller or its affiliates, the ROFR Seller shall deliver the relevant details of that offer, including the purchase price, due diligence period (if any), and the terms of payment to RETPROP I, which will then have a period of five business days in which to elect to purchase the property. That purchase will be upon the purchase price, due diligence period, and terms of payment contained in the offer received by the ROFR Seller, but with all other terms of purchase (regardless of what is contained in the offer) to be consistent with the Purchase and Sale Agreement. None of the Sellers or ROFR Sellers under either of the two agreements are affiliated with RETPROP I, the Company, its advisor or its affiliates. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated (and its subsidiaries) re-incorporated in Nevada on Dec. 30, 2010, originally formed in Delaware in 1980, is a real estate investment company holding or in the process of acquiring investments in a variety of current and future real estate projects, including residential developments, hotels and resort communities and commercial properties including gas station sites. The company is headquartered in New York, NY. PhotoMedex reported a loss of $13.26 million in 2016 following a loss of $34.55 million in 2015. As of Sept. 30, 2017, FC Global had $14.06 million in total assets, $9.03 million in total liabilities and $5.03 million in total stockholders' equity. Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016, the Company had an accumulated deficit of $115.6 million and shareholders' deficit of $1.40 million. Also, during the most recent periods the Company has incurred losses and negative cash flows from continuing operations and was forced to sell certain assets and business units to obtain additional liquidity resources to support its operations. In addition, on Jan. 23, 2017, the Company completed the sale of its consumer products division which represented the sale of substantially all of the remaining operations and assets of the Company. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIBRANT LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Fibrant, LLC (Lead Case) 18-10274 P.O. Box 2451 Augusta, GA 30903 Fibrant South Center, LLC 18-10275 Evergreen Nylon Recycling, LLC 18-10276 Georgia Monomers Company, LLC 18-10277 Type of Business: Fibrant, headquartered in Augusta Georgia, was previously a producer and global supplier of chemical products and local manufacturing services. At the end of September 2017, the Debtors completed the shutdown and decommissioning of their caprolactam manufacturing facility located at an industrial site at 1408 Columbia Nitrogen Drive, Augusta, Georgia 30901, other than the portion of the Facility that was (until recently) being used to manufacture ammonium sulfate. In late 2017, the Debtors ceased production of ammonium sulfate at the Facility, and the Debtors are now in the process of administering the sale of, and shipping, all of the remaining ammonium sulfate inventory. Once the inventory has been sold and removed from the Site, the Debtors intend to decommission the ammonium sulfate plant and all other operating assets and plant infrastructure that was not previously decommissioned. Chapter 11 Petition Date: February 23, 2018 Court: United States Bankruptcy Court Southern District of Georgia (Augusta) Judge: Hon. Susan D. Barrett Debtors' Counsel: Paul K. Ferdinands, Esq. Jonathan W. Jordan, Esq. Sarah L. Primrose, Esq. KING & SPALDING LLP 1180 Peachtree Street Atlanta, Georgia 30309-3521 Tel: (404) 572-4600 Fax: (404) 572-5100 E-mail: pferdinands@kslaw.com jjordan@kslaw.com sprimrose@kslaw.com - and - James C. Overstreet Jr., Esq. KLOSINSKI OVERSTREET, LLP 1229 Augusta West Parkway Augusta, GA 30909 Tel: (706) 863-2255 Fax: (706) 863-5885 E-mail: jco@klosinski.com Debtors' Claims, Noticing & Balloting Agent: KURTZMAN CARSON CONSULTANTS, LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petitions were signed by David Leach, president and general manager. A full-text copy of Fibrant, LLC's petition is available for free at http://bankrupt.com/misc/gasb18-10274.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chemtrade Chemicals US LLC Trade Debt $13,387,500 155 Gordon Baker Road Suite 300 Toronto, ON M2H 3N5, Canada Mark Davis President & CEO Tel: (416) 496-4176 Fax: (416) 496-9942 Email: mdavis@chemtradelogistics.com Chevron Phillips Chemical Co. LP Trade Debt $5,469,692 10001 Six Pines The Woodlands, TX 77380 Mark Lashier President & CEO Tel: (382) 813-4100 Fax: (382) 813-4136 Interstate Commodities, Inc. Trade Debt $3,450,151 7 Madison Street Troy, NY 12181 Greg Oberting President & CEO Tel: (518) 272-7212 Fax: (518) 272-7299 Email: bids@icigrains.com GATX Corporation (GATX Rail) Trade Debt $2,400,000 222 West Adams Street Chicago, IL 60606 Brian A. Kenney Chairman, President & CEO Tel: (312) 621-6200 Fax: (312) 621-6648 Email: contactgatx@gatx.com Midwest Railcar Corporation Trade Debt $723,012 855 S Arbor Vitae Edwardsville, IL 62025 Richard Murphy President & CEO Tel: (618) 692-5575 Fax: (618) 692-5578 Email: rmurphy@midwestrailcar.com Flint Hills Resources, LP Trade Debt $713,112 4111 East 37th Street North Wichita, KS 67220 Brad Razook President & CEO Tel: (316) 828-3477 Fax: (316) 828-5803 Email: fhracpay@fhr.com American Railcar Leasing LLC Trade Debt $500,000 100 Clark Street Suite 201 St. Charles, MO 63301 John O'Bryan President & CEO Tel: (636) 940-6000 Fax: (636) 940-6030 Email: info@americanrailcar.com Emerson Process Management, LLP Trade Debt $468,772 1100 W. Louis Henna Blvd, Bldg 1 Round Rock, TX 78681-7430 David N. Farr Chairman & CEO Tel: (512) 835-2190 Fax: (512) 834-7600 Email: contactus@emerson.com BMSI Packaging Services, Inc. Trade Debt $323,695 115 Davis Street Monroe, GA 30655 Don Becker CEO Tel: (770) 266-7659 Fax: (770) 266-7668 Email: dbecker@bmsipkg.com Veenschoten and Company Inc. Trade Debt $152,010 Email: sales@veenschoten.com Koch Rail LLC Trade Debt $125,400 Email: nowickis@kochind.com Control Southern Inc. Trade Debt $114,440 Email: clientservices@controlsouthern.com Nanjing Baose Co. Ltd. Trade Debt $113,141 Linde, Inc. Trade Debt $84,181 Email: info@linde.com Regal Brown, Inc. Trade Debt $64,007 Email: rbimail@rawsonlp.com Griffin Gear, Inc. Trade Debt $43,050 Email: sales@griffingear.com MRC Global (US), Inc. Trade Debt $32,174 Email: info@mrcglobal.com Horne Label & Printing LLC Trade Debt $30,705 Email: info@hornelabel.com Hoerbiger Service Inc. Trade Debt $28,526 Southeast Railcar, Inc. Trade Debt $27,238 Email: info@southeastrailcar.com FIELDWOOD ENERY: Davis Polk Advises Administrative Agent -------------------------------------------------------- Davis Polk is advising the administrative agent on behalf of a steering committee of lenders holding more than 25% of Fieldwood Energy LLC's $1.14 billion secured first-lien credit facility, 70% of the $517.5 million secured first-lien last-out credit facility and 76% of the $845.5 million secured second-lien credit facility, and the administrative agent under Fieldwood's $60 million junior secured debtor-in-possession credit facility, in connection with a comprehensive restructuring to be implemented through a prepackaged chapter 11 plan of reorganization filed with the Bankruptcy Court for the Southern District of Texas. On February 14, 2018, Fieldwood Energy and certain of its subsidiaries entered into a restructuring support agreement with the administrative agent, the steering committee and the company's sponsor Riverstone Holdings LLC, pursuant to which the second-lien lenders and Riverstone will equitize their claims in exchange for a pro rata share of the equity in the newly-restructured company and provide a new money rights offering of $525 million backstopped by the steering committee and Riverstone. Part of the rights offering will be used to fund Fieldwood's acquisition of deepwater Gulf of Mexico assets from Noble Energy Inc. for approximately $480 million. This restructuring is one of the very few cases in which a debtor has simultaneously entered into chapter 11 protection and a significant asset purchase and is especially notable for the unprecedented speed and scope of the related transactions. The combined transactions will result in the reduction and/or refinancing of more than $3.8 billion of secured debt and will significantly increase cash flow. Certain members of the steering committee, along with Riverstone, are also providing the debtor-in-possession credit facility. Fieldwood Energy LLC is the largest oil and gas exploration and production company in the Outer Continental Shelf of the Gulf of Mexico. The company is headquartered in Houston, Texas. The Davis Polk restructuring team includes partners Damian S. Schaible and Darren S. Klein and associates Natasha Tsiouris, Jonah A. Peppiatt, Erik Jerrard and Eugene Y. Park. The corporate team includes partner Stephen Salmon and associate Jason P. Thompson. The credit team includes partner Jinsoo H. Kim, counsel Christian Fischer and associate Scott M. Herrig. Members of the Davis Polk team are based in the New York and Northern California offices. About Fieldwood Energy Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over 2 million gross acres with 1,000 wells and 750 employees. Fieldwood Energy LLC and its 13 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. Fieldwood estimated $1 billion to $10 billion in assets and debt. The Company has engaged Weil, Gotshal & Manges LLP as its legal counsel, Evercore Group LLC as its financial advisor, and Opportune LLP as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent. The First Lien Group has engaged O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its legal counsel and RPA Advisors, LLC as its financial advisor. The Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. Riverstone has engaged Vinson & Elkins LLP as its legal counsel and Perella Weinberg Partners as its financial advisor. FIRST CAPITAL: January Use of Cash Collateral Approved ------------------------------------------------------ Judge Michael S. McManus of the U.S. Bankruptcy Court for the Eastern District of California, on Feb. 15, 2018, entered an order conditionally approving First Capital Retail, LLC's use of cash collateral of Byline Bank on an interim basis for the fifth interim covering period Dec. 27, 2017 through Jan. 31, 2018. The approved Budget provides expenses in the aggregate sum of $415,837 for the month of December 2017 and $439,896 for the month of January 2018. During the Dec. 11, 2017 continued hearing, the Debtor was conditionally granted use of cash collateral on an interim basis for the fourth interim period covering Dec. 12 through Dec. 26, 2017. Byline Bank is granted with replacement liens on all the Debtor's postpetition collateral, nunc pro tunc, to the Petition Date. The Debtor will pay Byline Bank actual interest payments -- at the non-default contract rate provided in Byline Bank's loan documents -- on a monthly basis, retroactive to the Petition Date. The compensation of the President of the Debtor, Rameshwar Prasad, will be reduced by 50% effective November 14, 2017. A full-text copy of the Order is available at: http://bankrupt.com/misc/caeb17-26125-259.pdf About First Capital Retail Based in Rancho Cordova, California, First Capital Retail, LLC, is into management of companies and enterprises. First Capital Retail sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-26125) on Sept. 14, 2017. In the petition signed by Rameshwar Prasad, managing member, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Michael S. McManus presides over the case. Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman, APC, is the Debtor's counsel. No request has been made for the appointment of a trustee or examiner, and no official committee has been appointed. FREEDOM LEAF: Incurs $742,400 Net Loss in Second Quarter -------------------------------------------------------- Freedom Leaf Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $742,413 on $6,332 of net revenue for the three months ended Dec. 31, 2017, compared to a net loss of $111,361 on $448,566 of net revenue for the three months ended Dec. 31, 2016. For the six months ended Dec. 31, 2017, the Company reported a net loss of $1.44 million on $7,659 of net revenue compared to a net loss of $513,253 on $569,120 of net revenue for the same period a year ago. As of Dec. 31, 2017, Freedom Leaf had $773,723 in total assets, $885,307 in total liabilities and a total stockholders' deficit of $111,584. As of Dec. 31, 2017, the Company had $0 in cash. "We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $50,000 in expenses during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees," said the Company in the Report. The Company used cash in operations of $173,252 for the six months ended Dec. 31, 2017, compared to cash used in operations of $174,349 for the six months ended Dec. 31, 2016. The negative cash flow from operating activities for the six months ended Dec. 31, 2017 is attributable to the Company's net loss from operations of $1,449,997 primarily due to the issuance of common stock for services ($416,077) and bad debt expense ($426,848). Cash used in operations of $174,349 for the six months ended Dec. 31, 2016 is attributable to the Company's net loss of $513,253 offset primarily by increase in stock-based compensation of $533,192. The Company used cash in investing or financing activities of $0 and $3,271 for the six months ended Dec. 31, 2017 and 2016. The Company had cash provided by financing activities of $170,754 for the six months ended Dec. 31, 2017, compared to $179,831 for the same period in 2016. "We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company." The Company had working capital deficit, stockholders' deficit and accumulated deficit of $142,668, $111,584 and $6,370,985, respectively, at Dec. 31, 2017. The Company said its continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/jp7z8z About Freedom Leaf Based in Las Vegas, Nevada, Freedom Leaf Inc. -- http://www.freedomleaf.com/-- is currently devoting its efforts to the news, arts and entertainment niche, both in print and online publications, and to providing services to the cannabis/hemp industry. The Company generates revenue through paid advertising in publications, print and online, in the cannabis/hemp marketplace. The Company earns revenue from 1) providing consulting services to companies who are in its industry, 2) contracting with companies to brand, market, and sell their products and/or services, 3) providing seminars in this space, 4) selling branded products for the Company and others the Company represents, 5) selling licenses, both domestic and foreign, for the use of the Freedom Leaf brand that includes the Company's products and services, and 6) pursuing mergers and/or acquisitions having instituted an accelerator that began working with one company starting during the year ended June 30, 2017. Green & Company CPAs, Inc., in Temple Terrace, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, citing that the Company reported a net loss of $910,650 in 2017, and used cash for operating activities of $435,450. At June 30, 2017, the Company had a working capital, shareholders' equity and accumulated deficit of $467,659, $187,818 and $4,920,988, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. FTS INTERNATIONAL: S&P Raises CCR to 'B' on Debt Reduction ---------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Fort Worth, Texas-based FTS International Inc. (FTSI) to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's second-lien senior secured debt to 'B' from 'CCC+'. The recovery rating is '4', indicating our expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. "The upgrade reflects our expectation the FTSI will lower its debt leverage and adopt a more conservative financial policy, following its use of its IPO proceeds to repay debt, and renewed drilling activity in the U.S. onshore oil and gas industry. Based on our current WTI crude oil price assumptions of $55 per barrel (bbl) for 2018 and 2019, we expect U.S. drilling activity to remain solid and continue to support the oilfield services companies' operating performance. Furthermore, we believe the pressure pumping segment in particular is reaping the benefits of an ongoing industry trend toward longer laterals and increased fracking stages, as well as a currently tight equipment and labor market. We now forecast FTSI will generate annual EBITDA of about $550 million this year, resulting in debt leverage of 1-1.5x at year-end. "Our stable outlook on FTSI reflects our expectation that debt to EBITDA will decrease well below 5x during the next two years and the company will use free cash flow to reduce debt. "We could lower our corporate credit rating on FTSI if we expect leverage to increase above 5x for a sustained period or if liquidity deteriorates materially. This would most likely occur if commodity prices fell and causes a material drop in U.S. drilling activity and demand for oilfield services. "We could raise the rating if we believed the company's business risk profile has improved and expect leverage to remain well below 4x. This would most likely occur if the company significantly increased its size, scale, and product diversification, while industry conditions remained favorable." FULTON MARKET: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Fulton Market Cold Storage Company, L.L.C. 8424 W. 47th Street Lyons, IL 60534 Business Description: Fulton Market Cold Storage Company, L.L.C. -- http://www.hasakcs.com-- provides refrigerated warehousing and storage services. Headquartered in Lyons, Illinois, Fulton Market offers cross docking services, floor loading and unloading, order picking, blast freezing, weighing services, 24/7 online access to inventory free of charge, EDI (Electronic Data Interchange), labeling, freezer storage (-5 degrees F) and cooler storage (35 - 42 degrees F). Chapter 11 Petition Date: February 23, 2018 Case No.: 18-04964 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jack B. Schmetterer Debtor's Counsel: John M Holowach, Esq. THE LAW OFFICE OF JOHN M. HOLOWACH 225 W. Washington, Suite 2200 Chicago, IL 60606 Tel: (312) 300 - 4847 Fax: (312) 300 - 4857 E-mail: jholowach@jmhlegalgroup.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Amit Hasak, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb18-04964.pdf GABRIELLE LAVERNE BROWN: Facility Still Under Temporary Suspension ------------------------------------------------------------------ Joseph Rodrigues, the Patient Care Ombudsman appointed for Gabrielle Laverne Brown, dba Sonoma Serenity Home, filed a sixth report with the U.S. Bankruptcy Court for the Northern District of California. Sonoma Serenity Home is located at 17575 Carriger Road, Sonoma California. The California Department of Social Services, Community Care Licensing (CCL), licenses this facility as a Residential Care Facility for the Elderly (RCFE). Based upon the events reported the Patient Care Ombudsman's second report to the Court dated July 7, 2017, CCL obtained a Temporary Suspension Order (TSO) on July 7, 2017, which necessitated that all residents leave the facility and relocate to other facilities. This TSO also removed the ability of the facility to legally have any new residents in the home receiving care. Since that date, no residents have been in care at the facility. As no residents are in care, the Patient Care Ombudsman has no recommendations for the Court at this time A full-text copy of the Sixth PCO Report is available at: http://bankrupt.com/misc/canb17-10255-97.pdf About Gabrielle Laverne Brown Gabrielle Laverne Brown owns the Sonoma Serenity Home, located at 17575 Carriger Road, Sonoma, California. Gabrielle Laverne Brown filed a pro se Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10255) on April 6, 2017. Pursuant to an order by the Court on April 7, 2017, Tracy Hope Davis, the United States Trustee, appointed Joseph Rodrigues as the Patient Care Ombudsman in the case. GNC HOLDINGS: Fitch Ups IDR to B After Facility Amendment Results ----------------------------------------------------------------- Fitch Ratings has upgraded GNC Holdings, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B' from 'CCC' and removed the Rating Watch Evolving following the company gaining 87% lender consent to extend its credit facility's maturity by two years and make certain other amendments to the existing credit agreement. Upon the amendment closing, the maturity date of approximately $980 million (or 87%) of term loan principal will extend from 2019 to 2021/2022, while approximately $150 million (13%) is still expected to mature in March 2019. Fitch expects GNC will be able to address its 2019 and 2020 maturities with internally generated cash and the company's proposed $300 million convertible preferred equity investment from Harbin Pharmaceutical Group Co., LTD. Given Fitch's expectations of stabilizing sales and EBITDA and ongoing debt reduction, GNC's refinancing prospects in 2021 could improve relative to its recent efforts to refinance its $1.1 billion term loan previously due March 2019. The Rating Outlook is Stable. GNC announced results of its proposed term loan amendment on Feb. 23, 2018, detailing 87% consent amongst lenders. Upon the closing of the amendment, approximately $980 million of GNC's $1.1 billion term loan will either extend to approximately $705 million of a new Term Loan B due March 2021 or exchange into $275 million of new asset-backed loan (ABL) FILO term loan due December 2022. The company will also terminate its existing $300 million revolver due September 2018 and enter into a new $100 million ABL revolver due August 2022 upon the completion of the transaction. The company's pro forma capital structure includes the new ABL, approximately $150 million of existing term loan principal due March 2019, approximately $705 million of new Term Loan B principal due March 2021, $275 million of ABL FILO term loan due December 2022, $189 million of convertible notes due September 2020 and $300 million of convertible preferred equity. Fitch treats the preferred convertibles as 100% debt. Fitch expects GNC to generate at least $100 million in annual FCF in 2018-2020, which in combination with the $300 million investment by Harbin (assuming regulatory and shareholder approval), would allow the company to repay its 2019 and 2020 maturities plus address a significant amount of the 2019 term loan maturity. Fitch has also rated the company's new ABL revolving credit facility, ABL FILO Term Loan and new Term Loan B due 2021 at 'BB'/'RR1', upgraded its existing term loan due 2019 to 'BB'/'RR1' and assigned its convertible preferred equity at 'CCC+'/'RR6'. GNC's ratings reflect the company's leading position in the growing health and wellness products market. The ratings consider recent market share declines driven by encroaching competition and executional missteps, which in concert with recent financial policy decisions, have weakened the company's leverage profile. However, the ratings also reflect steps the company has taken to reverse operational declines and reduce leverage, through diverting FCF to debt paydown and suspending dividends and share buybacks. Fitch views GNC's recent operating trajectory positively, with changes to the company's pricing structure and new loyalty program showing improving comps to 0.2% for full-year 2017, up from -6.5% in 2016. Fitch expects total revenue to remain fairly stable at around $2.5 billion through 2020. The company reported EBITDA of $265 million in 2017, which could grow to around $300 million over the next 36 months on modest top-line growth and/or gross margin expansion as a result of store closings leading to reduced occupancy costs and merchandise margin stabilization. FCF of around $200 million in 2017 could decline to the low-$100 million range starting 2018 on increased interest expense and is expected to be used for debt reduction, including remaining term loan principal due March 2019. Fitch has also assigned a 'BB'/'RR1' to the company's new ABL revolver and ABL FILO term loan. The proposed ABL and FILO security packages are the same, and include a first lien on assets comprising domestic inventory and receivables with a second lien on other domestic assets, though the ABL would receive priority payment in a default. Fitch has upgraded the company's existing secured term loan to 'BB'/'RR1' from 'B-'/'RR2' based on improved recovery prospects following recent and expected debt reduction. KEY RATING DRIVERS Recent Distressed Debt Exchange (DDE): Upon the withdrawal of its proposed credit facility refinancing on Dec. 4, 2017, the company announced that it had engaged Goldman Sachs and Co. LLC to explore strategic alternatives and optimize its capital structure, inclusive of a $300 million revolver due September 2018, $1.1 billion term loan maturing March 2019 and $288 million of convertible notes due August 2020. On Dec. 21, the company announced an exchange of approximately $99 million in convertible notes for 14.6 million shares of common equity; the exchange was completed on Dec. 27. Fitch viewed the exchange as a DDE, as the common equity was valued at approximately $50 million based on GNC's Dec. 27 closing price. Good Position in a Growing Category: GNC is a leading U.S. retailer and manufacturer (with around 6% share) of health and wellness products, including vitamins, minerals and herbal supplements (VMHS), and sports nutrition and diet products. Historically, the company has benefited from stable growth in the VMHS industry, brand leadership, and its broad store footprint and brand presence in the U.S. and internationally. The company has 8,955 stores globally as of December 2017 and manufactures products sold at retailers across the food, drug, and discount category. The company has outsized presence at Rite Aid Corporation stores through a partnership and a storefront on Amazon.com. Overall online sales penetration is around 10%, in line with industry averages. GNC's brand leadership is evident with nearly half of consolidated revenue derived from owned-brand products. The approximately $40 billion VMHS industry has proven to be recession resistant by growing at a mid-single-digit rate through economic cycles. The consumable nature of the products and high frequency of usage as part of regular dietary regimens drive the stability and defensibility of the business. Given an aging U.S. population and increased consumer focus on personal health and wellness, Fitch expects the VMHS industry to continue mid-single-digit growth over the next several years, making it one of the faster-growing segments within retail. Historically, the standalone vitamin retail business has been resilient to channel disruption from discount and online players for several reasons. First, inventory breadth in the category is significant, which is an unappealing characteristic for discount players that prefer a focused, high-turning inventory mix. Second, the nature of the industry's product requires an elevated service component. GNC, whose service model provides product and regimen guidance to less knowledgeable customers, has benefited from this information asymmetry. Finally, loyalty programs have proven effective for standalone players to maintain share in the space, with GNC's (now-replaced) Gold Card discount program generating nearly 80% of company sales. Recent Weakness: Despite good historical fundamentals, GNC's operating trajectory turned in 2014, with sales declining from a peak of $2.64 billion in 2013 to $2.45 billion in 2017, while EBITDA has been halved from around $530 million in 2013 to $265 million in 2017. While the category has continued its growth trajectory, the alternate channels appear to be taking share from standalone players such as GNC. The proliferation of vitamin-related information online coupled with an increased vitamin focus by a number of competitors in the discount, grocery, drug retail and online spaces have limited GNC's competitive advantage in recent years. Fitch believes GNC also took some operational missteps in recent years. The company's marketing and merchandising efforts have historically appealed to sports-related products such as muscle-gain proteins, while industry growth has focused more on natural/organic supplements, particularly for the aging baby boomer population. In addition, while the company's Gold Card loyalty program was a historical advantage, the loyalty scheme recently created price confusion among consumers who increasingly value price transparency. The pricing structure was also misaligned in the company's stores relative to its online channel, where products were heavily discounted. EBITDA declines in recent years have outpaced revenue moderation due to the deleveraging impact on fixed expenses such as rent and store payroll as well as the company's decisions to maintain investments in marketing and product innovation. More recently, margins have declined due to the company's concerted efforts to reduce prices in an increasingly competitive environment and to align pricing across its channels and simplify its pricing model for loyalty card customers. EBITDA erosion has weakened the company's leverage profile, with adjusted debt/EBITDAR rising from the mid-4.0x range in 2013 to around 6.6x in 2017. This increase was exacerbated by the company's decision to execute debt-financed share buybacks in 2015 and first half of 2016 (1H16). Outstanding debt balances increased by around $300 million from the start of 2015 until the company ceased share buybacks in mid-2016. EBITDA Expected to Improve through 2020: Over the past 18 months, GNC has implemented a number of strategic changes that could stabilize results while improving leverage. The company has reduced prices to be more competitive and aligned price points across channels to reduce customer confusion. GNC replaced its existing loyalty program, wherein a paid membership provided ongoing product discounts. The new loyalty program includes both a free tier where customers can earn rewards based on spending, and a paid tier with additional benefits. The goal of the new free tier is to grow enrollment in the overall program while improving ongoing product margins. Research and development investments have been geared toward enhanced product innovation to drive customer excitement and brand differentiation. Sales staff re-training is designed to fortify the company's ability to effectively counsel and advise customers. GNC's efforts have led to some signs of improvement, with average transactions improving from negative in 2015-2016 to up over 11% in 2017, and positive enrollment trends for the company's new loyalty program (11 million members in the free tier as of December 2017). Comparable store sales (comps) were 1.3% in 3Q17, the company's first positive comp since 4Q15, and accelerated to 5.7% in 4Q17, to drive 0.2% annual comps for full-year 2017. While sales have shown some evidence of stabilization, GNC's initiatives have had a negative impact on EBITDA. Price reductions have reduced gross margin by 125bps to 32.6% in full-year 2017, while the elimination of the paid loyalty program has caused significant declines in high-margin membership fee revenue. EBITDA, which was $350 million in 2016, declined to $265 million in 2017, with quarterly declines YTD through 3Q17, but flattish EBITDA in 4Q17. Despite recent trends and increased competition from alternate channels, Fitch believes there is long-term viability in the standalone vitamin retail space and that GNC's size, positive FCF generation, brand recognition and vertical manufacturing capabilities are assets that would allow it to defend share longer term should its recently enacted strategies be unsuccessful. As the company laps significant changes made in 2017, the continuation of modestly positive comps could yield EBITDA trending to above $300 million over the next three years. New Financial Policy and FCF Supports Deleveraging: As GNC undertakes these initiatives; the company has also made significant changes to its cash deployment strategies. Over the past 18 months, the company has eliminated both its dividend and share buyback program, and redirected its FCF to debt paydown, repaying nearly $168 million of debt during 2017. The company's net leverage target of 3x, capitalizing leases at 5x, equates to 4x Fitch-defined leverage (capitalizing leases at 8x) assuming minimal cash balances for both calculations. Assuming the company successfully completes the refinancing of its upcoming maturities and continues to direct FCF toward debt paydown along with its stated financial policy, leverage could decline below mid-5.5x in 2020 based on around $200 million of FCF in 2017 and low-$100 million annually starting in 2018. RECOVERY CONSIDERATIONS Fitch's recovery analysis is based on a going-concern value of $1.25 billion, versus approximately $630 million from an orderly liquidation of assets composed primarily of inventory, receivables and owned property and equipment. Post-default EBITDA was estimated at $250 million, modestly below company's 2017 EBITDA. Fitch believes current operating results represent a potential post-bankruptcy scenario following a nearly 50% decline in EBITDA over the past three years. The analysis uses a 5.0x enterprise value/EBITDA multiple, consistent with the 5.4x median multiple for retail going-concern reorganization but at the low end of the 12-year retail market multiples of 5x-11x, and below 7x-12x for retail transaction multiples. The multiple considers GNC's historically strong position in a good category, recent competitive encroachment by alternate channels and operational missteps. After deducting 10% for administrative claims, the remaining $1.125 billion would lead to full recovery for the new ABL revolver and ABL FILO Term Loan, which are therefore rated 'BB'/'RR1'. The ABL revolver and ABL FILO Term Loan are secured by a first lien on assets comprising domestic inventory and receivables with a second lien on other domestic assets, though the ABL would receive priority payment in a default. ABL revolver availability is governed by a borrowing base which includes domestic inventory and receivables; Fitch assumes the revolver is 70% drawn in a default. The company's existing term loan and new Term Loan B would have outstanding recovery prospects (91%-100%) and are therefore rated 'BB'/'RR1'. GNC's new convertible preferred equity would have poor recovery prospects (0%-10%) and is therefore rated 'CCC+'/'RR6'. DERIVATION SUMMARY GNC's IDR of 'B' reflects GNC's leading position in the growing health and wellness products market. The rating considers recent market share declines, driven by encroaching competition and executional missteps, which in concert with recent financial policy decisions, have weakened the company's leverage profile. However, the rating also reflects steps the company has taken to reverse operational declines and reduce leverage, through diverting FCF toward debt paydown and suspending dividends and share buybacks.GNC is rated similarly to SUPERVALU Inc. (B/Negative) and Rite Aid Corporation (B/Rating Watch Evolving). SUPERVALU is a secularly challenged grocery retailer and wholesale grocery operator, with leverage expected to trend in the low-5.0x. Rite Aid Corporation, which recently announced a merger with Albertsons Companies, is a drug retailer whose recent market share losses raise questions around EBITDA stabilization prospects; its pro forma leverage following the sale of assets to Walgreens Boots Alliance, Inc. is projected to trend around 7.0x. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Fitch expects total revenue to remain fairly stable in the $2.5 billion range through 2020. Revenue, which declined 3.4% in 2017, is expected to decline 1% in 2018 due to store closings before turning modestly positive in the low-single-digits thereafter. Same store sales turned modestly positive for full-year 2017 given strong improvement in the back half of the year, and are expected grow in the low-single-digits in 2018-2020. -- 2017 EBITDA was $265 million versus $350 million in 2016 and the average $500 million range in 2012-2015. EBITDA is expected to improve to low-$300 million by 2020 on modest top-line growth and/or gross margin expansion as a result of store closings, leading to reduced occupancy costs and merchandise margin stabilization. -- FCF is expected to be in the low-$100 million range annually starting 2018 compared to $200 million in 2017, on higher interest following GNC's term loan amendment. GNC has suspended both its dividends and share-buybacks. Fitch would expect the company to use FCF for debt paydown, in line with its public guidance. Fitch also expects GNC to use cash generated from its $300 million convertible preferred equity investment for debt reduction. -- Adjusted leverage (capitalizing rent expense at 8x) finished 2017 at 6.6x, and is could trend to the low-5.0x range through 2020 based on EBITDA growth and debt reduction. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action An upgrade could occur with increased confidence in the company's ability to sustain EBITDA in the $300 million range while paying down debt such that leverage sustains under mid-5x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action A downgrade would occur if the company shows lack of expected sales improvement and debt paydown such that leverage remains elevated near current levels and/or the inability of GNC to address upcoming debt maturities in a timely fashion. LIQUIDITY GNC's total liquidity as of Dec. 31, 2017 was approximately $360 million, which includes $64 million in cash and no borrowings outstanding on the company's $300 million revolver. FULL LIST OF RATING ACTIONS Fitch has upgraded and removed the Evolving Watch from the following ratings: GNC Holdings, Inc. -- Long-Term IDR to 'B' from 'CCC'. General Nutrition Centers, Inc. -- Long-Term IDR to 'B' from 'CCC'; -- Secured Term Loan/Credit Facility to 'BB'/'RR1' from 'B- '/'RR2'. Fitch has also assigned the following ratings: GNC Holdings, Inc. -- Proposed Convertible Preferred Equity 'CCC+'/'RR6'. General Nutrition Centers, Inc. Proposed ABL Revolver and ABL FILO Term Loan 'BB'/'RR1'. The Rating Outlook is Stable. GREEN PALLET: Taps Miller & Miller as Legal Counsel --------------------------------------------------- Green Pallet Co., Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Miller & Miller, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist the Debtor in any potential sale or disposition of its assets; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Miller & Miller will charge an hourly fee of $250 for its services. The firm received an initial retainer of $7,000, plus $1,717 for the filing fee. Edward Miller, Esq., at Miller & Miller, disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. Miller & Miller can be reached through: Edward M. Miller, Esq. Miller & Miller, LLP 39 N. Court St. Westminster, MD 21157 Tel: (410) 751-5444 Fax: (410) 751-6633 E-mail: mmllplawyers@verizon.net About Green Pallet Co. Based in Westminster, Maryland, Green Pallet Co., Inc. -- http://greenpallet.tripod.com/-- makes disposable pallets for customers mainly in the building supply industry within a 100-mile radius of its Westminster Plant. Pallets are manufactured in a 44,000-square-foot building, formerly used by a company that manufactured roof trusses. Green Pallet was founded by David Green in 1967. Green Pallet sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12072) on Feb. 17, 2018. In the petition signed by David Green, senior vice-president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Robert A. Gordon presides over the case. Miller & Miller, LLP, is the Debtor's legal counsel. GULFMARK OFFSHORE: Promotes S. Rubio to Chief Financial Officer --------------------------------------------------------------- GulfMark Offshore, Inc., disclosed that Samuel (Sam) R. Rubio will be promoted to the position of chief financial officer upon completion of the filing of the Company's Form 10-K. Sam will replace Mr. James (Jay) M. Mitchell, who will transition his responsibilities to Sam over the next several weeks. Mr. Rubio joined GulfMark in 2005 and has continued to earn increasing responsibilities within the organization, currently holding the position of senior vice president - controller and chief accounting officer. Sam became vice president - controller and chief accounting officer in 2008 and was promoted to senior vice president in 2012. Sam has over 35 years of experience in accounting at both operating division and corporate levels as well as the management of accounting organizations. He holds a Bachelor of Business Administration degree from Sul Ross State University. Mr. Rubio is a Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Quintin Kneen, GulfMark's president and chief executive officer, commented, "On behalf of the entire GulfMark team, I would like to congratulate Sam on this well-deserved promotion. This is an important milestone in the successful operational and financial turnaround of our company. Following the restructuring, we have one of the strongest balance sheets in the OSV industry and have implemented operational changes that have lowered our cost structure. As Sam assumes the CFO responsibilities we will be implementing further improvements in the efficiency and cost effectiveness of our operations. We are beginning to see improving market conditions, and these improvements coupled with our lower cost structure position GulfMark well to return to positive earnings and cash flow. "I also want to thank Jay for his help in completing the recent financial restructuring and for providing a smooth transition period for Sam. We wish Jay the best in his future endeavors." Separation Agreement Mr. Mitchell will continue to receive his current base salary through the Separation Date. The Company and Mr. Mitchell have entered into a Separation and Mutual Release Agreement, dated Feb. 16, 2018, memorializing the terms of his transition and separation of employment. The Separation Agreement provides that Mr. Mitchell will receive approximately $490,253 (representing 18 months of base salary and welfare benefit continuation) in full satisfaction of the Company's obligations to him under any and all plans, programs or arrangements of the Company under which Mr. Mitchell may be entitled to payments and/or benefits in connection with the termination of his employment, including pursuant to his Employment Agreement and Change in Control Agreement (in each case with the Company and dated May 30, 2013). The Separation Agreement also contains a limited mutual release, as well as mutual non-disparagement obligations. Further, pursuant to the Separation Agreement, Mr. Mitchell will be subject to a six-month non-competition provision and customary confidentiality and non-solicitation covenants. About Gulfmark Offshore Based in Houston, Texas, GulfMark Offshore, Inc., is a global provider of marine transportation services through a fleet of offshore support vessels for the offshore energy industry. The Company was incorporated in 1996. The Company's business has been impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices. GulfMark sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-11125) on May 17, 2017. In the petition signed by Quintin V. Kneen, president and CEO, the Debtor disclosed $1.07 billion in assets and $737.1 million in liabilities as of March 31, 2017. GulfMark hired Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP as legal counsel; Blank Rome LLP as corporate counsel; Alvarez & Marsal North America LLC as financial advisor; Evercore Group LLC as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims, noticing & solicitation agent. HANGER INC: Moody's Assigns B1 CFR; Outlook Stable -------------------------------------------------- Moody's Investors Service announced that it assigned a B1 Corporate Family Rating and B1-PD Probability of Default Rating to Hanger, Inc. The rating agency assigned instrument ratings of B1 to Hanger's new senior secured first lien revolving credit facility and term loan. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-2. The outlook is stable. Ratings assigned: Hanger, Inc. Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured first lien revolving credit facility expiring 2023 at B1 (LGD 3) Senior secured first lien term loan due 2025 at B1 (LGD 3) Speculative Grade Liquidity Rating at SGL-2 The outlook is stable. RATINGS RATIONALE The B1 Corporate Family Rating reflects the highly specialized nature of Hanger's operations, as well as its moderately high financial leverage. Moody's expects Hanger's adjusted debt to EBITDA to remain in the mid 4 times range over the next 12-18 months. The B1 rating also reflects ongoing risks that remain following multiple years of financial restatements and time-consuming and costly efforts to remediate Hanger's inadequate internal controls. Despite significant progress over the past two years, several upgrades to the company's internal controls will require testing in 2018 before they can be deemed fully effective. The rating is supported by the company's good scale and national footprint relative to competitors, with nearly 700 accredited clinics where it provides customized orthotics and prosthetics to patients. It further reflects the steady, non-cyclical demand of Hanger's businesses and the recurring nature of its revenues. The Speculative Grade Liquidity Rating of SGL-2 reflects good overall liquidity that Moody's believes will be supported by full availability on its new revolving credit facility and good cash flow. The stable outlook reflects Moody's expectation that Hanger will maintain its market leading position in orthotics and prosthetics. The stable outlook also reflects Moody's expectation that Hanger will file its 2017 audited financial statements by mid-2018, and progress further in remediating its internal controls issues. Ratings could be downgraded if operating performance weakens, or if the company's adjusted debt to EBITDA is sustained above 5.0 times. The ratings could also be downgraded if Hanger is unable to fully remediate the material weaknesses in its internal controls. The ratings could be upgraded if Hanger materially increases its scale while sustaining debt to EBITDA below 4.0 times. For an upgrade to be considered, Hanger will also need to successfully remediate all material weaknesses related to its internal controls. Hanger, Inc., headquartered in Austin, TX, is the leading provider of orthotic and prosthetic patient care services in the US. The company owns and operates 689 accredited primary care clinics and 109 satellite locations in 45 states and the District of Columbia. Moody's estimates annual revenues to be approximately $1.0 billion. HAWKERS REALTY: Taps Baldwin Law Firm as Legal Counsel ------------------------------------------------------ Hawkers Realty, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Baldwin Law Firm as legal counsel. The firm will represent the Debtor primarily in matters involving the ordinary course of business, and assist the Debtor in bankruptcy-related matters. The firm charges an hourly fee of $200 for its attorneys and $95 for paralegal services. Clay Baldwin, Esq., the attorney at Baldwin Law Firm, who will be handling the case, disclosed in a court filing that he does not represent any interest adverse to the Debtor or its estate. Baldwin Law Firm can be reached through: Clay Baldwin, Esq. Baldwin Law Firm 100 Depot Drive, Suite B Madison, MS 39110 Phone: (601) 707-4777 Fax: (601) 707-4770 E-mail: contact@thebaldwinfirm.com About Hawkers Realty Hawkers Realty LLC is a small, fairly new real estate broker and agent company based in Magee, Mississippi. Hawkers Realty filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-13529) on Sept. 21, 2017. The case was subsequently transferred to the Southern District of Mississippi and assigned case number 17-04644. Judge Neil P. Olack presides over the case. In its petition signed by Kim McNulty, manager, the Debtor estimated assets and liabilities between $500,000 and $1 million. The Debtor is represented by R. Michael Bolen, Esq., at Hood & Bolen, as counsel. Lender Peoples Bank is represented by: J. Walter Newman, IV, Esq. Newman & Newman 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 948-0586 E-mail: wnewman95@msn.com HAWKERS REALTY: Taps Prince CPA Firm as Accountant -------------------------------------------------- Hawkers Realty, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Prince CPA Firm as its accountant. The firm will assist the Debtor in the preparation of its monthly operating reports and will provide other accounting services related to its Chapter 11 case. The firm charges an hourly fee of $150 for the services of its certified public accountants and $100 for staff accountants who are associates. Charles Prince, a certified public accountant employed with Prince CPA Firm, disclosed in a court filing that the firm's accountants do not represent any interest adverse to the Debtor or its estate. Prince CPA Firm can be reached through: Charles R. Prince Prince CPA Firm 1109 Laurel Drive SE Magee, MS 39111 Phone: (601) 849-2544 Fax: (601) 849-5147 E-mail: info@crpcpa.com About Hawkers Realty Hawkers Realty LLC is a small, fairly new real estate broker and agent company based in Magee, Mississippi. Hawkers Realty filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-13529) on Sept. 21, 2017. The case was subsequently transferred to the Southern District of Mississippi and assigned case number 17-04644. Judge Neil P. Olack presides over the case. In its petition signed by Kim McNulty, manager, the Debtor estimated assets and liabilities between $500,000 and $1 million. The Debtor is represented by R. Michael Bolen, Esq., at Hood & Bolen, as counsel. Lender Peoples Bank is represented by: J. Walter Newman, IV, Esq. Newman & Newman 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 948-0586 E-mail: wnewman95@msn.com HS 45 JOHN: Bid to Dismiss Purchaser Lawsuit Denied --------------------------------------------------- HS 45 John LLC filed a motion for summary judgment dismissing the adversary proceeding captioned 45 JOHN NY, LLC, Plaintiff, v. HS 45 JOHN LLC, Defendant, Adv. Proc. No. 16-01180 (SHL) (Bankr. S.D.N.Y.). Plaintiff and Purchaser 45 John NY, LLC opposed the motion and cross-moved for summary judgment. Considering the facts presented, Bankruptcy Jude Sean Lane denied both motions. The Debtor filed for Chapter 11 relief on Feb. 20, 2015. The Debtor was the proposed purchaser of the real property located at 45 John Street, New York, NY, under a Sept. 19, 2014 contract with 45 John Lofts LLC, the owner at that time. The Debtor alleges that after making a down payment of $14.33 million toward the $65.9 million purchase price, the principals of 45 John Lofts LLC, Chaim Miller and Sam Sprei, misappropriated the bulk of the deposit and then failed to close. The resulting default interest and potential foreclosure action motivated Debtor's Chapter 11 filing In its resolution of the bankruptcy, the Debtor together with 45 John Lofts LLC agreed to sell the property to the Purchaser. The parties entered into an Asset Purchase Agreement, dated Oct. 19, 2015 (the "APA"), for the sale and purchase of the Property. The APA set a purchase price of $73M. On July 6, 2016, the Purchaser commenced the adversary proceeding asserting claims against Debtor for breach of contract under the APA. In the Complaint, Purchaser alleges that Debtor breached the APA by (1) failing to ensure the Property was "free and clear of all claims, liens, taxes and encumbrances of any kind or nature whatsoever"; (2) failing to ensure the Property was "vacant and no person or entity ha[d] any right or option to lease or acquire any portion thereof"; and (3) falsely representing that it had "not entered into any leases, licenses, or other occupancy agreements, or any service contracts or other contracts or agreements affecting any portion of the John Street Property." The Purchaser contends that the result of these alleged breaches of the APA is that Purchaser is unable to use the premises as intended. The Purchaser specifically requests that the Court award damages of $500,000, which matches its report of AT&T's estimated cost to remove or relocate the Cell Tower. The Purchaser contends that it is now entitled to prevail on its claims as a matter of law. The Debtor does not deny the existence of a contract or that Purchaser upheld its performance obligations by paying the purchase price. Rather, the Debtor challenges the breach allegations and offers several affirmative defenses that it argues should result in summary judgment in its favor. Specifically, the Debtor argues that Purchaser waived its contractual rights to sue for breach of the APA by its actions in relation to the Rejection Hearing (including the creation of the escrow), and that the Court's Rejection Order precludes Purchaser's Complaint under the doctrines of res judicata, collateral estoppel, and the law of the case. The Debtor asserts that if it does not prevail on its affirmative defenses, the Court should deny summary judgment to the Purchaser because Debtor has not breached APA Sections 7.1.5 or 7.1.3, and because in regards to Purchaser's rights to sue, the APA and Escrow Agreement read together are at best ambiguous. By its terms, the APA is governed by New York law. To establish a claim for breach of contract under New York law, a plaintiff must prove four elements: "(1) the existence of a contract, (2) performance of the contract by one party, (3) breach by the other party, and (4) damages suffered as a result of the breach." Purchaser alleges three breaches of the APA, all stemming from the Cell Tower and Cell Tower Lease. Notwithstanding the breach of these three APA provisions, summary judgment for the Purchaser is not appropriate because Defendant has raised material questions of fact regarding the effect of the Escrow Agreement and its waiver defense. Specifically, Debtor argues that the Purchaser's rights to sue under the APA were modified and/or waived by the Escrow Agreement. The existence of the "no modification" clause casts further doubt on parties understanding of the Escrow Agreement and what they believed was at stake at the Rejection Hearing. Construing the record in favor of the Purchaser for purposes of Debtor's motion for summary judgment, the facts are not sufficient to provide a clear manifestation of Purchaser's intent to relinquish a contractual right. The Debtor's res judicata defense fails the fourth prong of the test because the current adversary proceeding does not involve any of the same causes of action as those resolved by the Rejection Hearing, and therefore does not bar Purchaser's claims. The only causes of action before the Court that day were Debtor's motions for termination and rejection of the Cell Tower Lease and AT&T's sale relief request under FRCP 60(b). Admittedly, a particular argument might still be precluded even if it is not made at a prior proceeding. "Res judicata extends to all claims that 'were or could have been raised in that action.'" However, Purchaser's contract rights under the APA were not directly relevant to the motions then being litigated and, it is unclear whether the Purchaser believed that staying silent on the issue would impact those rights. Given the undisputed facts before the Court, therefore, the Debtor's res judicata defense fails. For these reasons, the Court denies both motions for summary judgment. The parties will settle an order and jointly confer about the next stage in these proceedings, including the possibility of mediation. The bankruptcy case is in re: HS 45 JOHN LLC, Chapter 11, Debtor, Case No. 15-10368 (SHL) (Bankr. S.D.N.Y.). A full-text copy of Judge Lane's Memorandum Decision dated Feb. 9, 2018 is available at https://is.gd/1mYgJS from Leagle.com. 45 John NY LLC, Plaintiff, represented by William Schneider, Schneider Law Group & Justin M. Sher -- jsher@shertremonte.com -- Sher Tremonte LLP. HS 45 John LLC, Defendant, represented by J. Ted Donovan, Goldberg Weprin Finkel Goldstein LLP. HS 45 John LLC, Counter-Claimant, represented by J. Ted Donovan, Goldberg Weprin Finkel Goldstein LLP. 45 John NY LLC, Counter-Defendant, represented by Justin M. Sher, Sher Tremonte LLP. About HS 45 John The 45 John Street, New York, NY (Block 78, Lots 1701-1787), is a vacant, partially renovated mixed use condominium with three commercial units and 84 residential units on twelve floors. The John Street Property is owned by 45 John Lofts LLC which was organized in February 2014 by Chaim Miller, as the 68% member and initial manager, and Chun Peter Dong as the other 32% member. Thereafter, Miller assigned portions of his 68% membership interest in 45 John Lofts LLC to a group of Asian investors headed by Wing Fung Chau and Tu Kang Yang. The group also included Sum Tsang Cheng, Wan Bin Lu, Song Lin, Mei Hua Chen, Xiu Qin Lin, Xin Yu Huang, Bao Di Liu, Shu Ping Chan, Season Garden Realty, Inc., Li Lan Liao a/k/a Li Lan Wu and Aiyun Chen (all of whom are collectively referred to as the "41% Investors"). John Lofts' acquisition of the John Street Property was financed through various mortgage loans obtained from two Madison Capital affiliates, SDF81 45 John Street 1 LLC and SDF81 45 John Street 2 LLC (collectively the "SDF Lenders") in the aggregate principal amount of $48 million. On Sept. 19, 2014, Miller and John Lofts entered into Contract to sell the John Street Property to the Debtor for a total sum of approximately $65.9 million. The Debtor's Contract included a deposit of $14.33 million which was paid directly to John Lofts, less certain reserves and prepayments. As events unfolded, most of the deposit ($10.75 million) was simultaneously used by Miller to consummate a separate set of transactions to buy out his partner Bo Jin Zhu (the "Zhu Buyout"), concerning four other properties located at (i) 97 Grand Avenue, Brooklyn; (ii) 203-205 North 8th Street, Brooklyn; (iii) 32-34 Fifth Ave, Brooklyn; and (iv) 29 Ryerson Street, Brooklyn (collectively, the "Brooklyn Properties"). In connection with the Debtor's Contract, 45 John Lofts, together with Miller and his associate, Sam Sprei, made a series of warranties and representations relating to the status of the mortgages encumbering the John Street Property, promising that the Mortgages were, and would remain current, and were not in default. These representations and warranties proved to be completely false and untrue. In addition, Miller and Sprei became subject to a number of State Court lawsuits with, among others, Dong and the 41% Investors challenging Miller's authority to sell the John Street Property to the Debtor without their consent. In light of all of the competing claims and interests, HS 45 John LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on Feb. 20, 2015. The case is assigned to Judge Sean H. Lane. The Debtor estimated $50 million to $100 million in assets and liabilities. The Debtor tapped Goldberg Weprin Finkel Goldstein LLP and Loeb & Loeb LLP as attorneys. ICONIX BRAND: S&P Lowers CCR to 'SD' On Distressed Exchange ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based Iconix Brand Group Inc. to 'SD' from 'CC'. S&P's 'CCC+' issue level rating and '1' recovery rating on the senior secured term loan are not affected. The rating action follows the completion of the exchange offer for $125 million principal amount of convertible notes due in March 2018 (2018 convertible notes) for an equal amount of new convertible notes due in August 2023 (new convertible notes) and cash payments representing accrued but unpaid interest. This represents an upsize of $15 million compared to the exchange amount of $110 million as previously announced. INSTITUTE OF CARDIOVASCULAR: April 17 Plan Confirmation Hearing Set ------------------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida entered an Order approving the Disclosure Statement explaining the Chapter 11 bankruptcy-exit plan of Institute of Cardiovascular Excellence, PLLC and ICE Holdings, PLLC. Judge Funk set a hearing for April 17, 2018, at 11:30 a.m. at Jacksonville, FL - 300 North Hogan St., 4th Floor Courtroom 4D, to consider confirmation of the Plan. According to Bloomberg.com, Institute of Cardiovascular Excellence, PLLC filed a joint plan of liquidation and related disclosure statement in Bankruptcy Court on November 30, 2017. Under the plan, the administrative claims, Siemens' administrative claim, professional fee claims, priority tax claims and US Trustee fees will be paid in full in cash. Allowed secured claims of Fifth Third Bank of $10.26 million will be paid in full from sale proceeds. Allowed secured claim of the SBA as it relates to the Ocala Property of $2 million will be paid in full at closing through sale proceeds. Allowed secured claim of Community Bank relating to ICE Paddock Downs Land Lots of $0.55 million will be paid in full in cash. Allowed secured claim of Cardinal Health 200, LLC will be set off based on a credit balance in the amount of $3,332.49. Allowed secured claim of Sumter County Tax Collector will be paid in full in cash. Allowed Priority Wage claims of $0.05 million will be paid in full in cash and any individual claim in excess of $12850 will be treated as general unsecured claims. Allowed claims of Government Entities and Relators will be paid $2.2 million from sale proceeds. Allowed general unsecured claims of $7.47 million will be paid in cash in full satisfaction. Allowed equity interests shall be cancelled and each holder shall not receive any property or Distribution on account of such Equity Interest. The plan will be funded from cash on hand and sale of Debtor's assets and estate. According to Bloomberg.com, the Bankruptcy Court gave an order approving the sale of the substantially all the Debtor's assets on November 2, 2016. The debtor has been authorized to sell substantially all its assets to Shands Teaching Hospital and Clinics, Inc., the stalking horse bidder for a purchase price of $14.9 million in cash. The purchase price consist of base purchase price of $13.86 million and buyer's premium equal to 7% of base purchase price. The buyer will be entitled to the break-up fee of $0.25 million. The debtor did not receive any other competing bids for the purchase of its assets and therefore auction has been cancelled. About Institute of Cardiovascular Excellence Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. The petition was signed by Asad Qamar, manager. Judge Jerry A. Funk presides over the case. The Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities at the time of the filing. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen, PA. The Debtor employed Jameson Vicars of Jameson Vicars & Co., CPAS, as accountant; Tracy Mabry Law, PA., as special counsel; and Ackerman, LLP, as special transactional counsel. No official committee of unsecured creditors has been appointed in the case. ION GEOPHYSICAL: Empery Asset Has 5.2% Stake as of Feb. 16 ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Empery Asset Management, LP, Mr. Ryan M. Lane and Mr. Martin D. Hoe disclosed that as of Feb. 16, 2018, they beneficially own 727,250 shares of Common Stock and 727,250 shares of Common Stock issuable upon exercise of Warrants of ION Geophysical Corporation, constituting 5.25 percent of the shares outstanding. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock. Consequently, as of Feb. 16, 2018, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers. Empery Asset Management, LP, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (subject to the Blockers) held by, the Empery Funds. A full-text copy of the regulatory filing is available at: https://is.gd/1xCSpq About ION Headquartered in Delaware, ION Geophysical Corporation -- http://www.iongeo.com/-- is a provider of technology-driven solutions to the global oil and gas industry. ION's offerings are designed to help companies reduce risk and optimize assets throughout the E&P lifecycle. ION Geophysical reported a net loss attributable to the Company of $30.24 million in 2017, a net loss attributable to the Company of $65.14 million in 2016 and a net loss attributable to the Company of $25.12 million in 2015. As of Dec. 31, 2017, Ion Geophysical had $301.1 million in total assets, $270.3 million in total liabilities and $30.80 million in total stockholders' equity. * * * In October 2016, S&P Global Ratings raised the corporate credit rating on ION Geophysical to 'CCC+' from 'SD'. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. In May 2016, Moody's Investors Service affirmed ION Geophysical's 'Caa2' Corporate Family Rating, and affirmed and appended its Probability of Default Rating (PDR) at 'Caa2-PD/LD'. ION's 'Caa2' reflects its exposure to the highly volatile and cyclical seismic sector, which is currently in the midst of a severe sector down-turn, pressuring ION's earnings and cash flow generation. IVORY MERGER: Moody's Assigns 'B3' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Ivory Merger Sub, Inc. Moody's also assigned a B2 (LGD 3) rating to the company's first lien credit facilities comprised of a $50 million revolving credit facility and a $265 million first lien term loan. Moody's also assigned a Caa2 rating (LGD 5) to the company's $115 million second lien term loan. The rating outlook is stable. Proceeds from the term loans and approximately $235 million of equity will be used to finance the acquisition of Zest Dental Solutions ("Zest") by BC Partners. At closing, Ivory Merger Sub, Inc. will be merged into Charger Acquisition Corp ("Charger") the parent of Zest, with Charger being the surviving entity. Upon closing of the transaction, Moody's will withdraw all existing ratings currently assigned to Zest Holdings. LLC. The following ratings were assigned: Ivory Merger Sub, Inc. (to be merged into Charger Acquisition Corp. upon closing) Corporate Family Rating at B3 Probability of Default Rating at B3-PD $50 million first lien revolving credit facility due 2023 at B2 (LGD 3) $265 million first lien term loan due 2025 at B2 (LGD 3) $115 million second-lien term loan due 2026 at Caa2 (LGD 5) The rating outlook is stable. RATING RATIONALE Charger's B3 Corporate Family Rating reflects the company's very narrow product focus on dental attachments and its small revenue base with LTM revenues under $100 million. The company's ratings also reflect its high leverage as Moody's expects debt/EBITDA at closing to be in the high six times. Charger benefits from a long term track record of consistent revenue growth and high EBITDA margins. The company also benefits from favorable long-term demand for dental attachments, primarily due to the aging population. The rating outlook is stable. Moody's expects that Charger will maintain moderate growth in revenue and earnings in line with historical trends while maintaining good overall liquidity. Ratings could be upgraded if the company grows its sales in earnings. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below five times while maintaining good liquidity. Ratings could be downgraded if the company's liquidity erodes, or if increased competition in its market led to sales declines or meaningfully lower operating margins. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above seven times. Headquartered in Carlsbad, CA, Zest Dental Solutions is a global developer, manufacturer and distributor of medical devices used in restorative dental procedures. After closing, Zest will be owned by private equity sponsor BC Partners. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. JOHN JOHNSON III: RFF Must Pay $522K for Automatic Stay Violation ----------------------------------------------------------------- Judge John E. Hoffman, Jr., of the U.S. Bankruptcy Court for the Southern District of Ohio entered an order awarding Debtor John Joseph Louis Johnson, III, actual and punitive damages for RFF Family Patnership, LP's violation of the automatic stay. The Court previously held that RFF Family Partnership, LP willfully violated the automatic stay imposed by section 362(a)(3) of the Bankruptcy Code in the Chapter 11 case of John Joseph Louis Johnson, III. In particular, RFF circumvented the Court in order to procure an arbitration award containing findings to the effect that it had a perfected security interest in the Debtor's salary payments under his NHL player contract and findings designed to defeat his claims against RFF. Undeterred by the Debtor's demand that it cease and desist from this course of conduct, RFF then sought a state court order confirming the Arbitration Award and a judgment in its favor. Because RFF obtained the Arbitration Award and the State Court Judgment with full knowledge of the Debtor's bankruptcy case, its conduct was "willful" for purposes of section 362(k)(1) of the Bankruptcy Code. And because section 362(k)(1) mandates the recovery of reasonable attorneys' fees and expenses incurred as the result of willful violations of the stay, after Johnson I was issued the Court held a damages hearing in part to determine the amount of fees and expenses the Debtor is entitled to recover. The evidence presented during the hearing established the reasonableness of attorneys' fees and expenses in the amount of $422,373.16. Although this is certainly a very large sum, the substantial amount of fees and expenses the Debtor incurred is the result not only of RFF's violation of the stay, but also of its unnecessarily contentious approach to this litigation and its unreasonable rejection of a compromise proposed by the Debtor--a settlement under which RFF would have paid nothing. During the damages hearing, the Court also heard evidence on the issues of whether it would be appropriate for the Debtor to recover punitive damages and, if so, in what amount. Section 362(k)(1) provides for the recovery of punitive damages in "appropriate circumstances," including cases in which a creditor intentionally violated the automatic stay. The evidence leaves no doubt that RFF did indeed intentionally violate the stay and that an award of punitive damages is warranted in this case. The Debtor would not have incurred attorneys' fees and expenses in the amount of $422,373.16 but for RFF's violation of the automatic stay, and this amount of fees and expenses is reasonable. Further, punitive damages in the amount of $100,000 are warranted under the circumstances of this case. The Court accordingly enters final judgment (a) holding that RFF willfully and intentionally violated the automatic stay and (b) awarding the Debtor attorneys' fees and expenses in the amount of $422,373.16, plus punitive damages in the amount of $100,000. A full-text copy of Judge Hoffman's Opinion and Order dated Feb. 15, 2018 is available at: http://bankrupt.com/misc/ohsb2-14-57104-956.pdf About John Johnson, III John Joseph Louis Johnson, III, also known as Jack Johnson, a Columbus Blue Jackets hockey player, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 14-57104) on Oct. 7, 2014. The case is assigned to Judge John E. Hoffman, Jr. On Nov. 23, 2016, the Court confirmed the Debtor's Third Amended Plan of Reorganization dated as of Aug. 29, 2016. Pursuant to the terms of the Confirmation Order, the Johnson Creditor Trust was established and Myron N. Terlecky was appointed the Creditor Trustee. JOHN Q. HAMMONS: Court Denies Approval of Disclosure Statement -------------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas has entered an order denying approval of the disclosure statement relating to the joint and consolidated chapter 11 plans of reorganization for John Q. Hammons Fall 2006, LLC and affiliates. Starting in 2012, the Trust and other (but not all) Debtors were involved in Delaware state court litigation with creditor JD Holdings, L.L.C., regarding a right-of-first-refusal agreement ("ROFR") between those parties. The Delaware litigation was pending for almost four years before the bankruptcy cases were filed. To avoid the substantial risk that the Delaware court would order specific performance under the ROFR (which Debtors considered onerous), Debtors filed for bankruptcy in 2016. The Debtors' initial strategy in these bankruptcy cases was to reject the ROFR and, having achieved this goal, to engage in an orderly sale of their hotel portfolio to satisfy all claims in full (including the ROFR-rejection damages allowed to JD Holdings). However, while this case is populated by competent lawyers in all quarters, bankruptcy cannot cure all that ails Debtors, and Debtors' competent strategy of an orderly sale of assets simply has not come to fruition. Certain parties have already attempted mediation, albeit not to resolution. Perhaps management is recalcitrant and unyielding to the logic that demands a difficult, but nevertheless successful, agreement. For this reason, by separate order, the Court will direct that Debtors, JD Holdings, and creditor SFI Belmont, LLC, return to mediation, with the caution that Debtors owe a fiduciary duty to the entire creditor body and that after more than 18 months of bankruptcy proceedings, new management may be demanded at some point. The Court rejects Debtors' contention that no claims are unimpaired under the Plan. JD Holdings, SFI Belmont, and the CMBS Lenders pointed out so many ways in which their claims are impaired under the Plan. The Plan proposes to pay all allowed claims in full on the Effective Date. The Effective Date, however, is not the Plan's confirmation date or even a reasonable time thereafter. Rather, the Effective Date is 270 days from the time when both (1) JD Holdings' appeals are concluded and (2) Debtors possess sufficient funds from operations, sales, and refinancing to pay all allowed claims in full. Under the Plan, the Effective Date may occur as late as five years after confirmation. SFI Belmont and two of the CMBS Lenders have secured claims arising out of unmatured loans. SFI Belmont's loan (the Atrium Loan) matures on March 15, 2021. As to the two CMBS Lenders, the Chateau Lake Loan matures on January 1, 2025, and the Goldman Portfolio Loan matures on September 6, 2025. The Court explains that in order to leave these claims unimpaired under section 1124, the Plan would have to leave the respective creditors' contractual rights unaltered by reinstating the original maturity dates of the loans. By providing that those claims will be paid not on the original maturity dates, but instead on the Effective Date, the Plan alters the contractual rights to which the holders of those claims are entitled. As a result, the Court holds that the Plan impairs those claims under section 1124. As to the claims held by JD Holdings and the three CMBS Lenders whose loans have already matured, the Court declines to allow Debtors to inappropriately manipulate the Effective Date by potentially extending it five years post-confirmation. This massive delay materially impairs those claims. The Court finds that the Disclosure Statement does not contain adequate information, and as such, the Court declines to approve it. The foundation of the Plan is the value of Debtors' assets, which determines the funds available to satisfy (among other things) JD Holdings' unsecured claims. According to Appendix 4 to the Disclosure Statement, approximately $571 million will be available to satisfy (among other things) JD Holdings' claims, which largely overlap: one $587 million claim for pre-petition damages and one $565 million claim for rejection of the ROFR. Appendix 4 to Debtors' Disclosure Statement lists the "as improved" values for each of Debtors' 35 hotels, but nowhere deducts the cost of the capital improvements necessary to reach those values. As a result, Appendix 4 overstates Debtors' Net Hotel Value by as much as $240 million (the total cost of the capital improvements). As SFI Belmont pointed out at oral argument -- if Debtors plan to sell non-hotel assets to fund the capital improvements, Debtors' Appendix 4 double-counts the value (approximately $240 million) of those improvements by incorporating it into both the Net Hotel Value and the Net Value of Trust's Non-Hotel Land. The Debtors' omission of capital improvement costs and TS Worldwide, LLC d/b/a HVS' use of overly-optimistic financial projections are not opinions subject to disagreement -- they are facts that render the Disclosure Statement materially misleading, and therefore inadequate. No "hypothetical investor" could ever make an "informed decision" based on such information, particularly where just two such inaccuracies reduce the funds available to satisfy JD Holdings' claims from the $571 million listed in Appendix 4 to as little as $131 million. Thus, contrary to Debtors' argument, the Court finds that valuation is an issue for disclosure (in addition to confirmation) in this case. About John Q. Hammons Fall 2006 Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. In the petitions signed by Greggory D. Groves, vice president, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors tapped Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP, as bankruptcy counsel. The Debtors' conflict counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. KC7 RANCH: Has Approval on Agreed Interim Use of Cash Collateral ---------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas has entered, at the behest of KC7 Ranch, Ltd., and its debtor affiliates, an Interim Order granting the agreed use of the cash collateral of Hitachi Infrastructure Systems (America), LLC on an interim basis. The Debtors sought immediate access to cash collateral to fund operating expenses, payroll, and other general corporate purposes arising in the Debtors' ordinary course of business, as necessary for the orderly maintenance and operation of the Debtors' assets and business, and other costs relating to the administration of these Chapter 11 bankruptcy cases, as such expenditures are required to avoid immediate and irreparable harm to and preserve the Debtors' estates and their assets, pending a Final Hearing. Hitachi consents to the use of cash collateral. Accordingly, as adequate protection, Hitachi is granted post-petition, replacement liens in its same pre-petition collateral (as described in any and all pertinent, pre-petition loan agreements and perfection documents) to the full extent of any diminution in value of such collateral resulting from the use of such cash collateral pursuant to section 361(2) of the Bankruptcy Code. Such adequate protection and postpetition replacement liens will be enforceable to the same extent as Hitachi's prepetition liens. If and to the extent that Hitachi's prepetition collateral and the adequate protection provided in the Interim Order are insufficient to protect Hitachi's allowed security interests from diminution resulting from the Debtor's use of cash collateral or from a diminution in value of the prepetition collateral, then Hitachi will have a priority administrative expense claim in these bankruptcy cases in the amount of, and only to the extent of, such shortfall in the diminution in value (as determined by the Court), and such administrative expense claim will have priority under 11 U.S.C. Section 507(b) over all administrative expenses incurred in the Chapter 11 proceeding of the kind specified in 11 U.S.C. Section 503(b). Hitachi, however, does not yet consent to the annual grass lease payment listed on the Initial cash collateral Budget relating to Grazing Lease No. 8634, wherein KC7 Ranch, Ltd. is lessee and Texas Pacific Land Trust is lessor. Accordingly, in the interim, this item will not be paid absent further written agreement, written consent by Hitachi, or order of the Court. A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/txnb17-45166-65.pdf Counsel to Hitachi Infrastructure Systems (America), LLC: Michael D. Warner, Esq. Benjamin L. Wallen, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Fort Worth, TX 76102 Telephone: (817) 810-5250 Facsimile: (817) 810-5255 E-mail: mwarner@coleschotz.com bwallen@coleschotz.com About KC7 Ranch Based in Fort Worth, Texas, KC7 Ranch, Ltd., is a privately held company that owns a real property asset known as the "KC7 Ranch". KC7 Ranch filed for Chapter 11 bankruptcy protection (Bankr. N.D Tex. Case No. 17-45166) on Dec. 28, 2017. In the petition signed by its president Thomas F. Darden, the Debtor estimated assets between $50 million and $100 million, and liabilities between $10 million and $50 million. Carrington, Coleman, Sloman & Blumenthal, L.L.P., serves as counsel to the Debtor. KRATON CORP: S&P Raises CCR to 'B+' & Rates New 1st-Lien Loan 'BB' ------------------------------------------------------------------ S&P Global Ratings anticipates that operating performance at Kraton Corp. and Kraton Polymers LLC in 2018 will at least be on par with the strong operating performance in 2017, resulting in stronger credit metrics than it anticipated. S&P Global Ratings raised its corporate credit rating on Kraton Corp (Kraton) and Kraton Polymers LLC to 'B+' from 'B'. The rating outlook is stable. S&P said, "At the same time, we assigned our 'BB' issue-level ratings and '1' recovery rating (90%-100%; rounded estimate 95%) to the company's proposed first-lien $335 million term loan issued by Kraton Polymers LLC, and the proposed EUR285 million first-lien term loan issued by Kraton Polymers Holdings B.V. The proceeds will be used to repay the company's existing $520 million and EUR260 million first lien term loans. "We also raised our issue-level rating to 'BB' from 'BB-' on the company's existing $520 million first-lien term loan issued by Kraton Polymers LLC and the EUR260 million first lien term loan issued by Kraton Polymers Holdings BV. The recovery rating remains '1', indicating our expectations for very high recovery (90%-95%; rounded estimate: 95%) in the event of payment default. "In addition, we raised our issue-level rating on the company's existing $440 million and $400 million senior unsecured notes to 'B+' from 'B-' and revised the recovery rating to '4' from '5'. The '4' recovery rating indicates our expectation for average recovery (30%-50%; rounded estimate: 30%) in the event of a payment default. "We expect to withdraw the issue-level ratings on the company's existing $520 million and EUR260 million term loans when the company fully repays them. "The upgrade reflects our anticipation that operating performance in 2018 will at least be on par with the strong 2017 operating performance. Current operating performance has strengthened Kraton credit metrics beyond what we had anticipated. Our analysis reflects our belief that the company's financial policy will support credit metrics appropriate for the current rating, including an FFO to total adjusted debt ratio between 12% and 20%. We previously expected this ratio to be at or below 12%. This improvement mainly reflects EBITDA margins slightly above our prior expectations due to a shift to higher margin products. In addition, Kraton was able, with a moderate lag, to recover raw material price increases from earlier in 2017 and reduce selling, general, and administrative (SG&A) expenses below our prior expectations because of cost saving initiatives." Outlook S&P said, "The stable outlook reflects S&P Global Ratings' expectation that Kraton Corp.'s FFO to debt will remain between 12% and 20% for the next 12 months. Our expectations is Kraton is able to maintain flat EBITDA margins and volume growth in line with GDP. Our EBITDA expectations reflects our view that Kraton is able to pass on raw material price increases, such as those for butadiene in the first half of 2017, with a moderate lag. We have not incorporated any large debt-funded acquisitions or shareholder rewards in our base case. "We could lower the ratings within the next 12 months if a weaker operating environment leads to a 300 basis point (bps) decline in EBITDA margins from our base case and resulted in FFO/Debt dropping below 12% for a sustained period. This would likely happen because raw material prices rise rapidly and the company was unable to pass on the costs in timely manner. We could also lower the ratings if, against our expectations, the company were to undertake more aggressive financial policies such as a large debt-funded acquisition or shareholder rewards, which resulted in deteriorating credit measures. "We could raise the ratings within the next 12 months if FFO to debt approached 20%. In such a scenario, we would expect both EBITDA margins and revenue growth over 300 bps from our expectations. We would expect this to happen because the chemical segment improved from less pricing pressure on products such as TOFA and adhesives. We could also raise the rating if our assessment of the company's business risk changed such that we believed Kraton could maintain EBITDA margins around 20% through rising raw material costs, its proportion of specialty business increased meaningfully, or the company's products shifted to less cyclical end markets. Before considering an upgrade, we would need to gain clarity that the company's financial policies and growth initiatives would support maintaining these credit measures." KRATON POLYMERS: Moody's Assigns Ba3 Ratings to Secured Loans ------------------------------------------------------------- Moody's Investors Service has assigned Ba3 ratings to the amended USD first lien senior secured term loan and EUR first lien senior secured term loan issued by Kraton Polymers LLC and Kraton Polymers Holdings B.V., respectively and guaranteed by Kraton Corporation. As announced on February 22, the company plans to amend its existing first lien term loans to 1) reprice the existing term loans, 2) extend their maturity by three years to March 2025, and 3) increase borrowings under the Euro denominated tranche of the Term Loan Facility by approximately $100 to $200 million and use those funds to reduce the size of the dollar denominated tranche. The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. Kraton Corporation's B1 Corporate Family Rating, SGL-2 rating, B1-PD Probability of Default rating, and all other instrument ratings remain unchanged. The ratings outlook is stable. Ratings Assigned: Kraton Polymers LLC USD Gtd Sr. Sec. 1st Lien Term Loan due 2025 -- Ba3 (LGD3) Kraton Polymers Holdings B.V. (Linked to Kraton Polymers LLC) EUR Gtd Sr. Sec. 1st Lien Term Loan due 2025 -- Ba3 (LGD3) RATINGS RATIONALE Kraton's proposed amendments to its existing EURO and USD term loans will be net debt neutral and will reduce interest expense. Also the increased financing in Euros will bring its debt more in line with the proportion of its profit generated by its business operations in Europe. Despite additional guarantees and security, the EUR term loan is rated the same as the USD term loan, given the intercreditor agreement with a collateral allocation mechanism that proportionally allocates collateral between EUR and USD term loans and equalizes the recovery for both creditors. Kraton's B1 Corporate Family Rating is currently well positioned given its improved debt leverage of 4.7x in 2017, versus 5.7x in 2016 when it completed the acquisition of Arizona Chemical Holdings Corporation. The company achieved substantially higher earnings and free cash flow generation after realizing price increases and cost savings in 2017. Kraton's credit profile is supported by its leading market positions in high-margin HSBC and Cariflex products, its diversification in non-hydrocarbon (CTO/CST) based products with advantaged feedstock position, as well as diverse end-markets and customers. Credit challenges include its performance volatility due to large movements in raw material prices, small risk of product substitution, as well as continued business restructuring to improve its competitiveness and the execution risk in ramping up its production at its joint venture with Formosa. The stable outlook reflects Moody's expectation that Kraton will continue to generate free cash flow in the next 12-18 months and maintain conservative financial policies. The rating could be upgraded once leverage is sustainably below 4.5x. The rating could be downgraded if EBITDA margins deteriorate, leverage exceeds 6.0x or there is a lack of free cash flow generation. The principal methodology used in these ratings was Chemical Industry published in January 2018. Kraton Corporation, headquartered in Houston, Texas, is a major global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications. In early 2016, through its acquisition of Arizona Chemical Holdings Corporation, Kraton added capabilities in the production and sales of pine based specialty chemicals. The company generated revenues of $1.96 billion in 2017. KUAKINI HEALTH: S&P Cuts 2002 Series A Revenue Bonds Rating to 'B' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating to 'B' from 'B+' on the Hawaii State Department of Budget & Finance's 2002 series A special purpose revenue bonds, issued for the Kuakini Health System (Kuakini). The outlook is negative. "The lowered rating reflects our view of Kuakini's persistent operating losses with weak debt service coverage well under 1.0x, weak payor mix, a competitive environment, declining utilization trends, and dependence on a narrow group of physicians," said S&P Global Ratings credit analyst Melanie Her. "The negative outlook reflects our view of Kuakini's fiscal 2017 operating performance, which did not meet budget expectations, coupled with continued operating losses expected in management's 2018 budget," Ms. Her added. Kuakini is located on Oahu, Hawaii, and defines its service area as Honolulu County, which is a favorable service area in that it is sizable, with nearly 1 million people. LAYNE CHRISTENSEN: Cetus Capital III Has 8.7% Stake as of Feb. 15 ----------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Layne Christensen Company as of Feb. 15, 2018: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- Cetus Capital II, LLC 269,759 1.3% Cetus Capital III, L.P. 1,820,617 8.7% Littlejohn Opportunities Master Fund LP 595,627 3.0% VSS Fund, L.P. 504,800 2.5% OFM II, L.P. 298,757 1.5% The percentages are based on 19,917,043 shares of Common Stock outstanding as of Feb. 13, 2018, as reported in Section 4.04(a)(i) of the Merger Agreement, plus the 65,000 shares of the Issuer's common stock underlying the stock options. Cetus III, Cetus II, LJOMF, VSS and OFM are private investment vehicles engaged in investing in debt and equity instruments. LJF IV is principally engaged in the business of investing and managing private equity investments. The principal business of LJA V is to act as the general partner of Cetus III. The principal business of LJA IV is to act as the general partner of LJF IV. The principal business of LJOGP is to act as the general partner of LJOMF and VSS. The principal business of LJOGP II is to act as the general partner of OFM. On Feb. 15, 2018, following Layne Christensen's Feb. 14, 2018 announcement of its execution of the Merger Agreement, certain of the Reporting Persons engaged in discussions with management of the Issuer. In the future certain of the Reporting Persons may engage in discussions with members of the Board of Directors of the Issuer and other parties, or further discussions with management of the Issuer, regarding the business of the Issuer. As of Feb. 22, 2018, as a result of the ownership limit, the Reporting Persons are the beneficial owners of 9.9% of the Issuer's outstanding shares of common stock. Each of Cetus III and LJA V has the sole power to vote and sole power to dispose of 1,820,617 Shares. Each of Cetus II, LJF IV, and LJM has the sole power to vote and sole power to dispose of 269,759 Shares. LJOMF has the sole power to vote and sole power to dispose of 595,627 Shares. LJOGP has the sole power to vote and sole power to dispose of 1,100,427 Shares. VSS has the sole power to vote and sole power to dispose of 504,800 Shares. Each of OFM and LJOGP II has the sole power to vote and sole power to dispose of 298,757 Shares. As of Feb. 15, 2018, the Reporting Persons had sold listed American-style call options referencing an aggregate of 100,000 Shares for aggregate consideration of $19,291. The call options' expiration date is June 15, 2018 and the strike price is $22.50 per Share. As of Feb. 15, 2018, the Reporting Persons had purchased listed American-style call options referencing an aggregate of 100,000 Shares for aggregate consideration of $93,297. The call options' expiration date is June 15, 2018 and the strike price is $17.50 per Share. As of Feb. 15, 2018, the Reporting Persons had purchased listed American-style call options referencing an aggregate of 75,000 Shares for aggregate consideration of $95,278. The call options' expiration date is Nov. 16, 2018 and the strike price is $15.00 per Share. As of Feb. 15, 2018, the Reporting Persons had purchased listed American-style call options referencing an aggregate of 75,000 Shares for aggregate consideration of $84,028. The call options' expiration date is Sept. 21, 2018 and the strike price is $15.00 per Share. A full-text copy of the regulatory filing is available at: https://is.gd/q8CxqX About Layne Christensen Co. Layne Christensen Company -- http://www.layne.com/-- is a global water management and services company, with more than 130 years of industry experience, providing solutions to address the world's water, minerals and infrastructure challenges. The Company's customers include government agencies, investor-owned utilities, industrial companies, global mining companies, consulting engineering firms, heavy civil construction contractors, oil and gas companies, power companies and agribusiness. Layne Christensen operates on a geographically dispersed basis, with approximately 72 sales and operations offices located throughout North America, South America, and through our affiliates in Latin America. Layne maintains executive offices at 1800 Hughes Landing Boulevard, Suite 800, The Woodlands, Texas 77380. Layne Christensen reported a net loss of $52.23 million for the year ended Jan. 31, 2017, a net loss of $44.80 million for the year ended Jan. 31, 2016, and a net loss of $109.32 million for the year ended Jan. 31, 2015. As of Oct. 31, 2017, Layne Christensen had $389.47 million in total assets, $335.43 million in total liabilities and $54.03 million in total equity. "With respect to our 4.25% Convertible Notes, we have retained advisors to assist us in evaluating alternatives and raising capital to refinance or extend our debt to a date beyond October 15, 2019, and eliminate the accelerating maturity provisions of the 8.0% Convertible Notes. We believe the refinance or extension of our debt is likely based on current on-going discussions with existing and new potential lenders, our improving financial performance and credit quality, and the fact that our stock price is above the $11.70 conversion price for the 8% Convertible Notes. Although we believe these refinancing options are viable and likely, because our plans to refinance or restructure our debt have not been finalized, and therefore are not in our control (in part, due to the fact that neither of our Convertible Notes can be prepaid or have redemption provisions prior to February 2018), these plans are not considered probable under the new standard. Consequently, per the standard, these conditions, in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are filed," said the Company in its quarterly report for the period ended Oct. 31, 2017. LEADVILLE CORPORATION: M. S. Peters Named as Chapter 11 Trustee --------------------------------------------------------------- The United States Trustee seeks approval from the U.S. Bankruptcy Court for the District of Colorado of the appointment of M. Stephen Peters as Chapter 11 Trustee in the bankruptcy case of Leadville Corporation. By order entered Feb. 7, 2018, the Court ordered the U.S. Trustee to appoint an individual to serve as a chapter 11 trustee in this case. About Leadville Corporation Headquartered in Aurora, Colorado, Leadville Corporation was organized in 1945 to acquire, explore and develop mining properties, primarily in Lake and Park Counties, Colorado. The petitioning creditors, La Plata Mountain Resources, Inc., Salem Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary petition against Leadville Corporation (Bankr. D. Colo. Case No. 17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael E. Romero. Leadville Corporation is indebted to the Petitioning Creditors as follows: (a) $7,501,738 to La Plata Mountain Resources, Inc., based upon judgments it holds against the Debtor; (b) $14,766 to Black Horse Capital, Inc. based upon tax liens it holds against the Debtor; and (c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds against the Debtor. The Petitioning Creditors are represented by Kenneth J. Buechler, Esq. at Buechler & Garber, LLC. LEGACY RESERVES: Posts $72.8 Million Net Loss in 2017 ----------------------------------------------------- Legacy Reserves LP filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to unitholders of $72.89 million on $436.30 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to unitholders of $74.82 million on $314.35 million of total revenues for the year ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, Legacy Reserves reported a net loss attributable to unitholders of $30.07 million on $137.09 million of total revenues compared to a net loss attributable to unitholders of $110.12 million on $91.59 million of total revenues for the same period a year ago. As of Dec. 31, 2017, Legacy Reserves had $1.49 billion in total assets, $1.76 billion in total liabilities and a total partners' deficit of $271.7 million. Paul T. Horne, chairman of the Board, president and chief executive officer, commented, "We are excited about the progress we made in 2017 toward transitioning to a growth-oriented development company with an improved balance sheet. The Acceleration Payment, bond repurchase, expanded second lien commitments, continued efficient Permian horizontal development and prudent PDP management were instrumental in charting this path. While we are extremely proud of these cornerstone 2017 achievements, significant strides remain for us to fully realize our goals. As such, we continue to evaluate and opportunistically pursue alternatives that will enhance equity value." Dan Westcott, executive vice president and chief financial officer, commented, "2017 was an incredibly active year as we positioned Legacy for meaningful oil production growth that compressed leverage metrics and will drive equity value. We also reduced leverage by capturing discount in our bonds which allowed us to gain meaningful voting power in our senior notes. Undoubtedly, our operations team was the driving force in delivering our record-beating results through their continued capital-efficient horizontal development of our Permian resources and economic operation of our large PDP base. Focus on both of these arenas provided the foundation for our guidance-beating production of 49,185 Boe/d in Q4 and Adjusted EBITDA of $226.2 million in 2017 and is critical to the ongoing success of Legacy." "While in 2016 we aimed to reduce debt outstanding, we shifted in 2017 to improve our overall credit metrics. These efforts decreased our year-over-year pro forma Total Debt / EBITDA by 2.1x. For 2018, our new financial guidance suggests Adjusted EBITDA of $330 million, a 46% increase compared to 2017. This tremendous growth hinges on our commitment to operational excellence which should continue to compress our leverage metrics as we evaluate and opportunistically pursue alternatives to change our legal and tax status, materially reduce our outstanding debt, extend our debt maturities, and otherwise position the company for long-term growth. We have a big year ahead of us and are excited for the opportunity to grow equity value through these efforts." Dan Westcott's Promotion to President Effective March 1, 2018, Dan Westcott, Legacy's chief financial officer will also assume the position of Legacy's president. Effective March 1, 2018, Paul Horne has resigned his position as president but will remain chairman and chief executive officer. Mr. Horne commented, "Dan has done an outstanding job helping the company navigate the challenging landscape we have faced over the past three years. His focus and diligence on improving our financial condition and balance sheet are evident in our results. We are very excited about the future of Legacy and the critical role he has played and will play in that future. Dan's promotion to President acknowledges both and is well deserved." Schedules K-1 Available Legacy also announced that it has completed the 2017 tax packages for unitholders of LGCY, LGCYP and LGCYO including Schedules K-1. Schedules K-1 for LGCYP and LGCYO each reflect $0.166667 of income for each month such security was owned in 2017 ($2.00 in total assuming a full year of ownership) irrespective of the fact that (i) no 2017 distributions were paid and (ii) the Partnership generated a net loss in 2017. Each holder of LGCY, LGCYO and LGCYP is encouraged to consult with its tax advisor with respect to the Schedule K-1 information and individual tax circumstances. The tax packages are currently available online and may be accessed via Legacy's website at www.LegacyLP.com by clicking on the "Tax Information" link on the website. Legacy will begin mailing the Schedules K-1 to unitholders on Friday, Feb. 23, 2018. For additional information, unitholders may also contact Legacy's K-1 Partner Data Link call center toll free at (877) 504-5606 between 8:00 a.m. and 5:00 p.m. CST Monday through Friday. A full-text copy of the Form 10-K is available for free at: https://is.gd/EBPaSa About Freedom Leaf About Legacy Reserves LP Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master limited partnership headquartered in Midland, Texas, focused on the development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. LEI TRANSPORTATION: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of LEI Transportation, Inc. as of Feb. 21, according to a court docket. About LEI Transportation Based in Tucker, GA, LEI Transportation, Inc. -- http://www.leitransportation.com/-- is a full-service freight shipping company with the assets, experience and logistics to handle freight shipments of any size. LEI Transportation filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-50786) on Jan. 17, 2018. In its petition signed by CEO Michael D. Walling, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as bankruptcy counsel to the Debtor. LIL ROCK: Seeks July 6 Exclusive Plan Filing Period Extension ------------------------------------------------------------- Lil Rock Electrical Construction, Inc., asks the U.S. Bankruptcy Court for the Southern District of Illinois to extend exclusive period for filing plan through July 6, 2018 and exclusive period for obtaining acceptance of plan through August 20, 2018. Absent the requested extension, the Debtor's exclusive period for obtaining acceptances of its plan will expire on April 24, 2018 pursuant to 11 U.S.C. Section 1129(e). The Debtor does not anticipate that it will require up to and including July 6, 2018, by which to file its Plan (certainly, the Debtor will file its Plan as soon as is feasible), however, the Debtor desires to make only one request to the Court to save judicial economy. The Debtor relates that it has already obtained approval to retain Joshua Richardson of McMahon Berger as its Special Labor Counsel. Since the Petition Date, Special Labor Counsel has provided Debtor's payroll records and other financial information to the unions and related funds involved in this matter. Further, Special Labor Counsel is in the process of making its first proposal to the unions involved in this case as is required under Section 1113 as a predicate to filing a Motion to Reject Collective Bargaining Agreements. These negotiations determine the path that the Debtor will take in its reorganization efforts. About Lil Rock Electrical Lil Rock Electrical Construction, Inc., is a full-service electrical contractor in Carlyle, Illinois, equipped to complete commercial, residential, and industrial electrical work, excavating, and directional boring. Lil Rock Electrical Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-31376) on Sept. 11, 2017. In the petition signed by Myranda Weber, its restructuring officer, the Debtor disclosed $1.21 million in assets and $1.17 million in liabilities. Judge Laura K. Grandy presides over the case. Spencer P. Desai, Esq., at Carmody MacDonald P.C., is the Debtor's bankruptcy counsel. McMahon Berger, P.C., is the special counsel. No trustee, examiner or official committee of creditors or equity interest holders has been appointed. LOMBARD PUBLIC: Exclusive Plan Filing Period Moved to April 24 -------------------------------------------------------------- The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Lombard Public Facilities Corporation, the exclusive period of time within which only the Debtor may file a Chapter 11 plan and disclosure statement through and including April 24, 2018, including the time within which to have a Chapter 11 plan accepted by any class of claims or interests impaired thereunder, through and including June 23, 2018. The Troubled Company Reporter has previously reported that the Debtor sought an extension of the exclusivity periods out of abundance of caution and to maintain the Exclusive Periods in place until the Plan Confirmation process can be completed since the current Confirmation hearing is not scheduled until March 6, 2018, and the current Plan Proposal Period will expire on February 24, 2018. Prior to the Petition Date, the Debtor had been engaged in lengthy and complex negotiations with ACA Financial Guaranty Corporation ("Bond Insurer"), and certain bondholders holding a substantial majority of the outstanding debt, the Village of Lombard, and the managers of the Hotel and Restaurants which culminated in a consensual restructuring constituting the foundation for the Debtor's Plan. The Consensual Restructuring is memorialized in three Restructuring Support Agreements dated in July 2017 by and among the Debtor and the Plan Support Parties. Each of the Plan RSAs were assumed by the Debtor under Section 365 of the Code pursuant to orders of the Court entered on Aug. 25, 2017. At the onset of the Chapter 11 Case, the Office of the U.S. Trustee and Lord Abbett Municipal Income Fund, Inc. - Lord Abbett High Yield Municipal Bond Fund, a holder of certain outstanding Series A-1 Bonds ("Lord Abbett"), each filed a motion to dismiss the Chapter 11 Case contending that the Debtor is ineligible to be a Chapter 11 debtor under the Code. Mid-America Hotel Partners, L.L.C. and Subordinated Securities, L.L.C. (collectively, the "Asset Manager") subsequently filed a joinder to the Motions to Dismiss. In November 2017, an evidentiary hearing on the Motions to Dismiss was conducted and concluded. Since the entry of the First Exclusivity Order on Dec. 5th, evince that the Debtor has continued to diligently pursue a successful end to the Chapter 11 Case and that there is cause to extend the Exclusive Periods for another short extension. The approval of the Initial Disclosure Statement was delayed (from Nov. 30th until Dec. 20th) while awaiting the issuance of the Eligibility Ruling and thereafter responses to the Debtor's Disclosure Statement Approval Motion. Pursuant to the Plan RSAs, on Nov. 3, 2017, the Debtor filed that certain Plan of Reorganization and Disclosure Statement, which was set for initial presentation on December 5, 2017. No creditors filed any objections to the Plan by the Plan Voting/Objection Deadline, and based on a preliminary review of the ballots received by the Plan Voting/Objection Deadline, all classes of claims entitled to vote on the Plan have overwhelmingly voted to accept the Plan. Although there was one objection filed to the Plan by the U.S. Trustee concerning language utilized in certain Plan releases. Upon receipt of the U.S. Trustee's objections to the initial Disclosure Statement, the Debtor and the Plan Support Parties promptly resolved the same and the Disclosure Statement Approval Order was entered, which set the Confirmation hearing for two months later on March 6, 2018 in anticipation of objections and discovery coming from Lord Abbett and the Asset Manager -- the only two creditors other than the Plan Support Parties who have appeared in this Chapter 11 Case. However, since the entry of the Disclosure Statement Approval Order on January 3, 2018: (a) the Debtor and the Plan Support Parties successfully negotiated and resolved their disputes with the Assert Manager, which settlement is the subject of a pending motion; and (b) Lord Abbett's claims were purchased by one of the Plan Support Parties. As a result, and assuming the settlement with the Asset Manager is approved, the Plan Support Parties, along with the Asset Manager, hold or control more than 90% of the claims in this Chapter 11 Case and all support the Plan. And with all classes under the Plan overwhelmingly voting for the Plan, and only the U.S. Trustee's objection left to resolve, the Debtor anticipated a smooth path to Confirmation. About Lombard Public Facilities Corp. Lombard Public Facilities Corporation was established in 2003 by the affluent Lombard Village in Illinois, to finance the construction of a hotel and convention center, and is the owner of the hotel and convention center for as long as any bonds remain outstanding. The hotel and convention center, which opened in 2007, includes 500 guest rooms and 39,000 square feet of flexible meeting space with two full-service restaurants. The Hotel is and has been operated and managed under the Westin brand by Westin Hotel Management, L.P. Lombard Public Facilities Corporation sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after reaching deals to restructure $246.6 million in debt. In the petition signed by Paul Powers, president, the Debtor estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Jacqueline P. Cox is the case judge. The Debtor hired Adelman & Gettleman, Ltd., as bankruptcy counsel; and Klein Thorpe & Jenkins, Ltd. and Taft Stettinius & Hollister, LLP as special counsel. Epiq Bankruptcy Solutions, LLC is the noticing, claims, and/or solicitation agent. The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ") as its corporate counsel, and James D. Shanahan, now of the firm of Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax counsel. EisnerAmper, which was engaged by the Debtor two years prior to the Petition Date, is the financial advisor in the Chapter 11 case. LONG BLOCKCHAIN: Appoints Shamyl Malik as New CEO ------------------------------------------------- Long Blockchain appointed Shamyl Malik as chief executive officer of the Company to replace Philip Thomas, effective Feb. 20, 2018. Mr. Malik will now assume Mr. Thomas' duties as chief executive officer. Mr. Malik has served as a member of the Company's board of directors since January 2018. About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp., formerly Long Island Iced Tea Corp., is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC, operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Island Iced Tea incurred a net loss of $10.44 million for the year ended Dec. 31, 2016, following a net loss of $3.18 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $4.83 million in total assets, $4.21 million in total liabilities and $622,151 in total stockholders' equity. "Historically, the Company has financed its operations through the raising of equity capital and through trade credit with its vendors. The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include raising additional funds through equity offerings, debt financings, or other means. "The Company believes that it will be able to raise sufficient additional capital to finance the Company's planned operating activities. There are no assurances that the Company will be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned market development activities, and/or consider reductions in personnel costs or other operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. LONG BLOCKCHAIN: Cullen OKs Proposed Spin Off of Beverage Business ------------------------------------------------------------------ Long Blockchain Corp.'s Board of Directors has approved the management's intentions to spin off Long Island Brand Beverages, LLC, the Company's existing beverage business subsidiary. The Spin Off will allow the Company to focus exclusively on its move into the blockchain technology industry. Long Blockchain aims to structure and complete the Spin Off during the second quarter of 2018, and aims to maintain a public listing for the spun off company. In connection with the foregoing, Cullen Inc. Holdings Ltd., Eric J. Watson, William Gibson, Andrew Stranberg, and Justin Davis-Rice entered into voting agreements with Long Blockchain pursuant to which they agreed to vote the shares of Common Stock of the Issuer owned by them, to the extent necessary, in favor of any action necessary to effectuate the Spin Off. Additionally, until the earlier of (i) one year from the consummation of the Spin Off or (ii) the date on which the shares of SpinCo become listed on a national securities exchange, in the event any vote of stockholders of SpinCo is necessary to effectuate any corporate action, the Signing Stockholders agreed to vote the SpinCo shares they receive upon consummation of the Spin Off (i) in favor of any corporate action recommended by the then existing board of directors of SpinCo, including but not limited to, the election of directors and any extraordinary corporate transaction, including a merger, acquisition, sale, consolidation, reorganization or liquidation involving SpinCo and a third party, or any other proposal of a third party to acquire SpinCo and/or (ii) against any action or agreement which would impede, interfere with or prevent any SpinCo Action from being consummated. The Signing Stockholders agreed not to transfer their shares of the Company and SpinCo for certain periods of time subject to certain limited exceptions. Pursuant to the voting agreement, the Issuer agreed to appoint to the board of directors a nominee of Cullen Inc Holdings Ltd. that is mutually agreeable to the Company and Cullen Inc Holdings Ltd. Cullen Inc Holdings Ltd has not yet designated any appointee. As of Feb. 22, 2018, Cullen Inc, Mr. Watson, Mr. Gibson, Mr. Stranberg, and Mr.n Davis-Rice collectively beneficially owned an aggregate of 1,611,180 shares of common stock of Long Blockchain Corp., constituting approximately 15.6% of the Shares outstanding. Specifically, the reporting persons beneficially owned these shares: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- Cullen Inc. Holdings Ltd. 747,078 7.3% Eric J. Watson 939,357 9.0% William Gibson 219,895 2.2% Andrew Stranberg 388,594 3.8% Justin Davis-Rice 63,334 Less Than 1% The aggregate percentage of Shares reported owned by each person is based upon 10,219,897 Shares outstanding as of January 3, 2018, which is the total number of Shares outstanding as reported in the Issuer's Prospectus filed pursuant to rule 424(b)(5) with the Securities and Exchange Commission on Jan. 5, 2018 plus (a) with respect to Mr. Watson, (i) 165,000 Shares underlying the March 29 Warrants, and (ii) 20,000 Shares underlying the May 12 Warrants and (b) with respect to Mr. Stranberg, 70,000 Shares underlying the October 4 Warrants. A full-text copy of the regulatory filing is available at: https://is.gd/A6v8SV About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp., formerly Long Island Iced Tea Corp., is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC, operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Island Iced Tea incurred a net loss of $10.44 million for the year ended Dec. 31, 2016, following a net loss of $3.18 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $4.83 million in total assets, $4.21 million in total liabilities and $622,151 in total stockholders' equity. "Historically, the Company has financed its operations through the raising of equity capital and through trade credit with its vendors. The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include raising additional funds through equity offerings, debt financings, or other means. "The Company believes that it will be able to raise sufficient additional capital to finance the Company's planned operating activities. There are no assurances that the Company will be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned market development activities, and/or consider reductions in personnel costs or other operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. LONG BLOCKCHAIN: Denies Misleading Investors Amid Delisting Threat ------------------------------------------------------------------ Long Blockchain Corp. said in a regulatory filing with the Securities and Exchange Commission that it strongly disagrees with NASDAQ Stock Market LLC's determination to delist its common stock due to "misleading" public statements. On Feb. 15, 2018, the Company received a notice from a Nasdaq staff indicating that they had determined to delist the Company's securities under the discretionary authority granted to Nasdaq pursuant to Nasdaq Rule 5101. The notification letter stated that the Staff believed that the Company made a series of public statements designed to mislead investors and to take advantage of general investor interest in bitcoin and blockchain technology, thereby raising concerns about the Company's suitability for exchange listing. The notification letter also stated that the Staff was revoking its Jan. 23, 2018 notification to the Company that it had regained compliance with the market value of listed securities requirement of Rule 5550(b)(2). The revocation was based on the Staff's view that the Company's return to compliance with the MVLS Rule was a result of the disclosures with which the Staff had taken issue. The Company has appealed the decision to a hearings panel. As a result, the Staff's notification has no effect at this time on the listing of the Company's common stock, and the stock will continue to trade uninterrupted under the symbol "LBCC." In connection with the Appeal, in addition to addressing the Staff's discretionary authority concerns, the Company will need to demonstrate its ability to comply with the MVLS Rule or the alternative listing requirement of $2.5 million in stockholders' equity. In order to regain compliance with the MVLS Rule, the market value of the Company's listed securities must remain at $35 million or more for a minimum of ten consecutive business days (Nasdaq has the discretion to monitor compliance for as long as 20 consecutive business days before deeming the Company in compliance). About Long Blockchain Corp. Headquartered in Hicksville, New York, Long Blockchain Corp., formerly Long Island Iced Tea Corp., is focused on developing and investing in globally scalable blockchain technology solutions. It is dedicated to becoming a significant participant in the evolution of blockchain technology that creates long term value for its shareholders and the global community by investing in and developing businesses that are "on-chain". Blockchain technology is fundamentally changing the way people and businesses transact, and the Company will strive to be at the forefront of this dynamic industry, actively pursuing opportunities. Its wholly-owned subsidiary Long Island Brand Beverages, LLC operates in the non-alcohol ready-to-drink segment of the beverage industry under its flagship brand 'The Original Long Island Brand Iced Tea'. Long Island Iced Tea incurred a net loss of $10.44 million for the year ended Dec. 31, 2016, following a net loss of $3.18 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $4.83 million in total assets, $4.21 million in total liabilities and $622,151 in total stockholders' equity. "Historically, the Company has financed its operations through the raising of equity capital and through trade credit with its vendors. The Company's ability to continue its operations and to pay its obligations when they become due is contingent upon the Company obtaining additional financing. Management's plans include raising additional funds through equity offerings, debt financings, or other means. "The Company believes that it will be able to raise sufficient additional capital to finance the Company's planned operating activities. There are no assurances that the Company will be able to raise such capital on terms acceptable to the Company or at all. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned market development activities, and/or consider reductions in personnel costs or other operating costs. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. LUCKY DRAGON: Vegas Resort Files Chapter 11 to Thwart Foreclosure ----------------------------------------------------------------- Lucky Dragon Hotel & Casino LLC, filed for Chapter 11 bankruptcy protection in U.S. Bankruptcy Court in Las Vegas, Nevada, on Feb. 16., 2018. Lucky Dragon Hotel & Casino LLC, is the operating entity of the Lucky Dragon, an off-Strip, Chinese-themed resort. Lucky Dragon, at 300 W. Sahara Ave., just west of Las Vegas Boulevard, consists of a nine-story hotel and a 27,500-square-foot casino in separate buildings. It debuted in November 2016. The 2.5-acre resort was designed to cater primarily to Asian-American and Asian immigrant customers. The real estate is owned through Lucky Dragon LP, which filed for Chapter 11 on Feb. 21. Eli Segall, writing for Las Vegas Review-Journal, reports that the resort sought bankruptcy protection less than a year-and-a-half after it opened. Lucky Dragon developer Andrew Fonfa placed the resort in Chapter 11 ahead of a scheduled foreclosure auction Feb. 22. Mr. Fonfa is the founder of ASF Realty and Investments. According to the Review-Journal, management expects to run a "quick" but "thoughtful" auction and believes that a sale through bankruptcy court "is the best opportunity . . . to preserve and maximize" its value. The report notes Lucky Dragon was the first resort built from the ground up in Las Vegas since the recession, and its bankruptcy is the latest of several problems that overall amount to a brutal start. The boutique hotel has shed staff and struggled to draw big crowds, and its lead building contractor claimed that it was owed millions of dollars for unpaid work. It also temporarily closed its casino and restaurants in January and faced foreclosure after a $90 million loan went into default. Lucky Dragon's bankruptcy lawyer, Samuel Schwartz, said in an email to the Las Vegas Review-Journal that the resort "is working actively with its investment bankers and attorneys to refinance or restructure its debt." He said Lucky Dragon and lender Snow Covered Capital, an obscure company linked to San Francisco real estate investor Enrique Landa of Associate Capital, are striving "diligently to achieve a solution to best protect" the assets and investors. According to the report, Snow issued the $90 million loan, Clark County records show. According to bankruptcy court filings, Snow doled out "an initial" $30 million construction loan and a $15 million revolving loan. Mr. Schwartz said Snow recently agreed to a two-week extension of the foreclosure sale to let negotiations continue. Snow is represented in the case by Bob Olson. The Review-Journal relates that, according to bankruptcy papers, Lucky Dragon was appraised at $143 million last fall, and about 179 people invested $500,000 each, or $89.5 million total, in the project through the federal EB-5 visa program. Foreigners can obtain U.S. residency through the EB-5 program if they put at least a half-million dollars into a business venture and the funding creates at least 10 full-time jobs. M & G USA: Needs More Time to Complete Sale of US Assets -------------------------------------------------------- M&G USA Corp. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend (i) the period during which the Debtors have the exclusive right to file a Chapter 11 plan by 120 days, through and including June 21, 2018, and (ii) the period during which the Debtors have the exclusive right to solicit acceptances thereof through and including Aug. 21, 2018, or 60 days after the expiration of the Exclusive Filing Period. The Debtors currently have until Feb. 21, 2018, to exclusively file a plan. The Debtors say that since filing their Chapter 11 cases, they have made significant progress toward their goal for these cases -- maximizing the value of their assets for the benefit of their stakeholders -- while at the same time undertaking various measures to stabilize their remaining operations and minimize costs to their estates. At the onset of these cases, there was great uncertainty surrounding the Debtors' ability to access funds necessary to successfully market and sell their facility in Apple Grove, West Virginia. However, approximately four months later, after obtaining access to approximately $13.5 million of cash collateral from Comerica Bank and $5 million in bridge financing, the Debtors are on the cusp of closing a sale of, among other things, the Apple Grove Plant and related intellectual property for $33.5 million to Far Eastern Holdings, Ltd. The sale to Far Eastern (when it closes) will generate significant proceeds for Debtor M & G Polymers USA, LLC's creditors, preserve employee jobs and address other significant liabilities. Having run a robust sale process for the Apple Grave Assets, the Debtors' efforts (and those of their advisors) are currently focused on obtaining the highest or best bid for the Corpus Christi Assets and the IP Assets, among other assets. Proposing a Chapter 11 plan prior to the expiration of the Exclusive Periods -- and thus prior to completion of the sale processes -- would be problematic, if not impossible. Any Chapter 11 plan that the Debtors might propose and any distributions that would be made thereunder is dependent on, among other things, the outcome of the Debtors' sale processes, including, most critically, the sale of the Corpus Christi Assets. Until that sale process is concluded, the Debtors are unable to predict with any certainty creditors' level of recoveries, making the drafting of any disclosure statement and proposing any Chapter 11 plan at this time premature, cost-inefficient and impractical. While some preliminary discussions have occurred, and likely will continue to occur, upon completion of the sale processes, the Debtors anticipate engaging their major economic stakeholders, including the Official Committee of Unsecured Creditors, in meaningful discussions and negotiations regarding the conclusion of these Chapter 11 cases. To allow the Exclusive Periods to lapse and permit parties to file competing plans at this time would unnecessarily increase administrative expenses and cause delays at a time when the Debtors should be focusing their efforts on completing a sale of their U.S. assets. According to the Debtors, there is more than sufficient cause to approve the extension of the Exclusive Periods requested by the Debtors: -- These cases are large and complex. The Debtors filed these cases to address nearly $1.7 billion in secured and unsecured debt obligations. As a result of the global nature of the Debtors' operations -- spanning from Brazil to Mexico to the U.S. and to Europe -- the Debtors' creditors are located in various locations across the globe, adding a layer of complexity to these cases. Moreover, although the Debtors have significant operations in the U.S., they also employ a number of key executives and employees in Luxembourg and Italy. In addition, a significant portion of these cases centers around the sale of the Corpus Christi Plant and the resolution of secured claims related thereto. Taking into consideration these variables, it is apparent that transitioning an enterprise of the Debtors' size, reach and magnitude requires significant time and effort; -- Continued payment of operating expenses. Since filing these cases, the Debtors believe that they have continued to pay substantially all of their postpetition, undisputed expenses and invoices in the ordinary course of business or as otherwise provided by order of the Court; -- Additional time is necessary. Under the bidding procedures court order, final bids for the purchase of the Corpus Christi Assets and other assets are due March 6, 2018, and an auction for the assets currently is scheduled for March 8, 2018. The result of the auction and the selection of a purchaser of the Corpus Christi Assets and the other assets will provide critical information necessary for the formulation of any Chapter 11 plan; -- These cases are approximately four months old. The requested extension of the Exclusive Periods is the first the request made in these cases and comes approximately four months after the Polymers Petition Date. During this time, the Debtors have expended substantial resources on the court-approved sale processes, complying with the requirements of the U.S. Bankruptcy Code and the Bankruptcy Rules, administering their estates and undertaking other cost saving measures for the benefit of their stakeholders; -- The Debtors have demonstrated reasonable prospects of filing a plan. The Debtors have undertaken cost saving measures and other efforts to stabilize their ongoing operations in these cases. Those efforts notwithstanding, proposing a Chapter 11 plan prior to conclusion of the Debtors' sale processes would be difficult, if not impossible. While the Debtors recently obtained Court approval to sell the Apple Grove Assets, it is sale of the Corpus Christi Assets that will largely inform the formulation of any Chapter 11 plan that may be proposed in these cases. As such, the Debtors submit that the necessary conditions for proposing a Chapter 11 plan may come to pass, but that the plan process must await the conclusion of the sale processes; and -- An extension will not pressure creditors. The Debtors are not seeking an extension of the Exclusive Periods to pressure or prejudice any of their stakeholders. Rather, the Debtors are seeking an extension of the Exclusive Periods to preserve the progress made to date. The Debtors' efforts in this respect will benefit, not prejudice, their creditors. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-12307-1008.pdf About M & G USA Corporation 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, is a producer of polyethylene terephthalate resin for packaging applications. M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. In the petition signed by CRO Dennis Stogsdill, the Debtors estimated $1 billion to $10 billion both in assets and liabilities. Judge Brendan L. Shannon presides over the cases. Jones Day is the Debtors' 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. On Nov. 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; and Jefferies LLC, as investment banker. MATTEL INC: Fitch Lowers IDR to B+; Outlook Negative ---------------------------------------------------- Fitch Ratings has downgraded Mattel, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B+' from 'BB'. The Rating Outlook is Negative. The downgrade reflects Fitch's expectations of a significantly slower than previously anticipated recovery in Mattel's EBITDA and FCF following weaker than projected 2017 results. EBITDA in 2018 could remain near 2017 adjusted levels of around $300 million and improve toward the low-$500 million range by 2020, compared with Fitch's prior expectations of EBITDA around $650 million in 2020. Leverage, which was around 11.0x in 2017 (adjusted for Mattel's 1Q18 $250 million debt paydown), could improve toward the mid-5.0x range by 2020, assuming around 75% EBITDA improvement from 2017/2018 levels. The Negative Outlook reflects Fitch's reduced confidence in the company's ability to stabilize sales and drive significant EBITDA improvement in line with Fitch's rating case. Execution missteps, including the inability of the company to effectively respond to evolving play patterns and ongoing retail challenges, with retailers cutting back on inventory purchases, and most recently the September 2017 bankruptcy of Toys 'R' Us, Inc., have pressured operating results and cash flow. Mattel's challenges are expected to remain obstacles to near-term EBITDA improvement, despite recently announced initiatives to drive topline growth and cost reductions. Mattel's operating trajectory has pressured cash flow, with FCF around negative $600 million in 2017. Mattel's weak results necessitated the issuance of $1 billion in unsecured guaranteed notes at the end of 2017 to maintain the company's historical liquidity position. The company also obtained a $1.6 billion asset backed loan (ABL) revolving credit facility (RCF) for working capital needs as a replacement for its historical commercial paper usage. Assuming FCF improves toward flattish to modestly positive starting 2018 on improved working capital, the elimination of Mattel's dividend and lower capital expenditures, Fitch projects Mattel will have sufficient liquidity to support seasonal working capital needs over the next several years. However, the company has significant upcoming maturities, including $500 million, $250 million and $350 million of unsecured notes in 2019, 2020, and 2021, respectively. Fitch expects Mattel will need to refinance the debt with guaranteed unsecured notes similar to its $1 billion debt transaction in 4Q17. The ratings continue to reflect Mattel's position as one of the largest companies in the approximately $90 billion global toy industry (according to trade association The Toy Association), with 2017 revenue of $4.9 billion, similar to other leading players including Hasbro Inc. (BBB+/Stable), Bandai Namco Holdings and The Lego Group, each of which have $5 billion-$5.5 billion in annual revenue. Mattel holds particular strength in girls, infant and preschool toys through brands such as Barbie, American Girl and Fisher Price. Its leading boy brands include Hot Wheels and Matchbox. Approximately 60% of corporate revenue is generated by the company's Barbie, Hot Wheels, and Fisher Price brands. The company also holds licenses to produce toys for a number of entertainment properties such as Cars, Jurassic Park and Toy Story. Sales of these entertainment-driven products tend to be volatile over time with peaks around theatrical releases. KEY RATING DRIVERS Operating Weakness Continues: Mattel's revenue has steadily declined in recent years, with sales falling from a peak of $6.5 billion in 2013 to $4.9 billion in 2017. Fitch believes the company has been unable to effectively evolve its product portfolio commensurate with changes to children's play patterns. Children are increasingly digitally oriented and marginally less interested in traditional toys. Relative to Mattel, Hasbro has more successfully responded to these changes through brand storytelling, creating digital experiences and revenue streams to support its portfolio's customer relevance and create additional sales opportunities. The company has also been challenged by the phenomenon of children, in particular girls, outgrowing traditional toys at a younger age, with greater interest in consumer electronics, beauty, sports, and social media. Mattel's traditional toy portfolio, including Barbie, has had difficulty effectively retaining mindshare as this phenomenon progresses. Finally, Mattel's revenue base is increasingly tied to licensed properties, which have created the dual risks of lost licenses, such as the Disney Princess line to Hasbro beginning 2016, and underperforming properties, such as Cars 3 in 2017. All of these challenges have been exacerbated by the strengthening U.S. dollar in recent years, given that around 45% of Mattel's revenue is generated internationally. Mattel's struggle to respond to these challenges has resulted in core brand revenue declines. For example, Barbie generated $1.3 billion of gross revenue in 2012 (18% of gross sales) before declining to just above $900 million in 2015 (14% of gross sales) and rebounding to $955 million in 2017 (17% of gross sales). Other franchises including American Girl, Mega, and Thomas & Friends have also shown sales declines with less clear recovery prospects. The pace of operating decline accelerated in 2017, exacerbated by the September 2017 bankruptcy of Toys 'R' Us. In 2017, Mattel's revenue declined 10.5% with EBITDA down around 70% from $880 million in 2016 to approximately $270 million in 2017, after adjusting for restructuring, inventory write-downs, and Toys 'R' Us-related sales. EBITDA margins contracted from 16% in 2016 (and peak levels of 22% in 2012/2013) to 5.5% in 2017 on fixed-cost deleverage, Toys 'R' Us's bankruptcy, and higher royalty expenses due to mix shifts. Transformation Underway: Mattel appointed Margo Georgiadis, previously Google's president of the Americas, as CEO in February 2017. Ms. Georgiadis attributes the company's weakening performance to brand management missteps, limited long-range portfolio planning, and cost cutting without operational simplification. To remedy these issues, Ms. Georgiadis announced a Transformation Plan for the company with five key elements: 1) build Mattel's power brands into connected 360-degree play experiences, 2) accelerate emerging markets growth, 3) focus and strengthen Mattel's innovation pipeline, 4) realign and reshape operations, and 5) reignite Mattel's culture and team. Mattel also announced further significant leadership team changes in early October 2017 including the departure of the company's long-time CFO. Mattel is currently targeting $650 million in cost savings by 2020. The planned cost savings are evenly split between cost of goods sold and SG&A, and include elimination of less-profitable products and brands, simplifying processes, working with vendors to lower costs, and reducing overhead and discretionary spend on functions like consulting and legal. The company anticipates achieving 40% of its savings in 2018, 25% in 2019 and the remainder in 2020. The plan requires around $200 million of restructuring and severance expense, of which $40 was realized in 2017, and Mattel plans to reinvest $170 million of savings into revenue-driving initiatives. The company's 2018 guidance of flattish revenue growth, modest gross margin improvement and flattish SG&A (including advertising expense) could yield EBITDA trending in the low-$300 million range compared with $270 million in 2017, despite the expected achievement of significant cost savings. Fitch projects meaningful EBITDA growth could resume in 2019, with EBITDA in the low-$500 million range by 2020 given modest sales growth and the achievement of expense reductions. Uneven Cash Flows and Recent Debt Issuance: Virtually all of Mattel's FCF is generated in the fourth quarter, coinciding with the holiday period, as is typical for most toy manufacturers. The company typically finishes the year with $800 million-$1 billion in cash, and combined with commercial paper borrowings (now to be replaced by ABL borrowings) allow it to build inventory through the year in advance of its peak FCF generation. Mattel's annual FCF worsened from an average of breakeven in 2013-2015 to around negative $200 million in 2016 and around negative $600 million in 2017, in concert with EBITDA declines. Given the softness in its operating results, Mattel stopped its share repurchase program in 2014 and reduced dividends by 60% in 3Q17, eliminating dividends altogether in 4Q17. As a result of negative cash flow in 2017, the company issued $1 billion in unsecured guaranteed notes in December 2017 to fund operations and address its $250 million unsecured note maturity in 2018. Mattel ended 2017 with around $1.1 billion in cash, including the $250 million earmarked for the 2018 maturity. Mattel also obtained a $1.6 billion ABL revolver, which will replace commercial paper usage for seasonal working capital needs beginning 2018. Given Fitch's forecasts of modest FCF generation over the next several years, Mattel would need to refinance upcoming unsecured notes maturities, including $500 million in 2019 and $250 million in 2020. RECOVERY CONSIDERATIONS Fitch's recovery analysis is based on a liquidation value of $3.3 billion, versus approximately $2.1 billion going-concern value. The liquidation value assumes a 70% and 50% advance rate on year-end receivables and inventory, respectively, and a 25% advance rate on net fixed assets. In addition, Fitch assumes Mattel's intellectual property, including its power brands such as Barbie, Fisher-Price, and Hot Wheels, could generate around $2 billion in intellectual property value. Fitch's going-concern valuation is based on a $300 million going-concern EBITDA and a 7.0x enterprise value/EBITDA multiple, at the upper end of the typical 5.0x-7.0x range for consumer products companies given Mattel's strong brand franchises. After deducting 10% for administrative claims, the remaining $3.0 billion would lead to full recovery for the company's ABL revolver and $1 billion of recently-issued senior guaranteed unsecured notes. The $1.6 billion ABL facility, which is governed by a borrowing base, is assumed to be drawn 70% in a recovery scenario. The ABL revolver is rated 'BB+'/'RR1' and the senior guaranteed unsecured notes are rated 'BB'/'RR2' in line with Fitch's criteria for unsecured debt. The senior non-guaranteed unsecured notes are expected to have average recovery prospects (31%-50%) and are therefore rated 'B+'/'RR4'. Fitch expects Mattel to refinance its $1.1 billion of 2019-2021 maturities. Any refinancing which includes guaranteed debt could weaken recovery prospects for the company's existing unsecured nonguaranteed notes. DERIVATION SUMMARY Mattel's 'B+' IDR reflects the company's weak operating performance and negative cash flow generation due to execution missteps, including the inability of the company to effectively respond to evolving play patterns, and retail challenges, most recently the September 2017 bankruptcy of Toys 'R' Us. EBITDA declined from a peak of $1.4 billion in 2013 to $880 million in 2016 and $270 million in 2017. This has necessitated the issuance of $1 billion of unsecured guaranteed notes to maintain the company's historical liquidity position leading to elevated leverage. Leverage, which was around 11x in 2017 (adjusting for the company's planned $250 million debt repayment in 1Q 18) is expected to remain elevated at around 9x in 2018 and moderate toward mid-5x in 2020 on EBITDA growth toward the low-$500 million range. The ratings continue to reflect Mattel's position as one of the largest companies in the approximately $90 billion global toy industry, with 2017 revenue of $4.9 billion, similar to other leading players including The Lego Group, Bandai Namco Holdings and Hasbro, each of which have $5 billion-$5.5 billion in annual revenue. Hasbro has experienced more stable operating results than Mattel, producing a 5% revenue CAGR over the last five years compared with annual mid-single-digit declines at Mattel beginning 2014. Hasbro's revenue growth is attributed to its successful focus on brand extensions and product innovation, and wins such as takeover of the Disney princess license from Mattel beginning 2016. Hasbro's leverage is expected to trend modestly under 2x, compared with Mattel's 2017 year-end leverage of 11x and projected 2020 leverage of around mid-5x. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Revenue in 2018 is expected to decline modestly to $4.8 billion from $4.9 billion in 2017 due to continued core product challenges and the ongoing Toys 'R' Us bankruptcy process, somewhat offset by the benefit of recent revenue-driving initiatives. Thereafter, revenue is expected to improve toward $5 billion given modest benefits from the company's topline initiatives. -- EBITDA margins, which declined from peak 22% levels in 2013 to 5.5% in 2017, are projected to improve to around 7% in 2018 on cost reduction initiatives. EBITDA margins could improve toward 10.5% by 2020. As a result, EBITDA could improve from $270 million in 2017 to the low-$300 million range in 2018 and the low-$500 million range in 2020. -- Leverage, which increased to 10.8x in 2017 from 2.7x in 2016 on EBITDA declines and debt issuance, is expected to improve modestly in 2018 to around 9.0x and to the mid-5.5x range in 2020 on EBITDA growth. Given modest FCF assumptions, Fitch expects Mattel to refinance upcoming maturities including $500 million and $250 million of unsecured notes in 2019 and 2020, respectively. -- Fitch expects FCF to improve from around negative $600 million in 2017 to flat in 2018, and improve toward the low-$100 million range in 2020 on EBITDA growth, suspension of the company's dividend and the completion of cash restructuring charges in 2019. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A positive rating action could result if leverage is sustained below 5.5x through EBITDA growth toward $600 million. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch could stabilize Mattel's rating given improved confidence in the company's ability to meet its current base case forecast. -- A negative rating action could be caused by lack of stabilization in the top line or a rebound in margins which cause EBITDA to remain below $400 million, leading to minimal free cash flow and elevated leverage at 7x or above. LIQUIDITY Given industry seasonality, the company targets $800 million to $1 billion of cash on hand at year-end. Cash balances and the company's commercial paper program have historically supported working capital peaks in the third and fourth quarters leading into the holiday season, as Mattel generates virtually all of its cash in the fourth quarter. As of Dec. 31, 2017, the company had cash and cash equivalents of $1.1 billion (including $250 million earmarked to address its March 2018 maturity). Mattel ended 2017 with no borrowings on either its commercial paper program or new ABL revolver. In 4Q17, the company entered into a $1.6 billion ABL revolving credit facility to replace the company's CP program. Fitch expects Mattel to discontinue CP usage in 2018, employing its ABL revolver for seasonal working capital needs. Mattel will need to address $1.1 billion of notes maturities over the 2019-2021 timeframe, including $500 million in 2019. Fitch expects Mattel will need to refinance the debt with guaranteed unsecured notes similar to its $1 billion debt transaction in 4Q17. As of Dec. 31, 2017, Mattel's leverage (total debt/EBITDA) was 10.8x, after adjusting for the $250 million of notes the company expects to pay down in 1Q18. Excluding the $250 million of notes, Mattel ended the year with $2.9 billion of debt, including its recently-issued $1 billion of senior guaranteed unsecured notes and the remainder in senior nonguaranteed unsecured notes. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Mattel, Inc. -- Long-term Issuer Default Rating (IDR) to 'B+' from 'BB'; -- Secured asset-backed revolving credit facility to 'BB+'/'RR1' from 'BBB-'/'RR1'; -- Senior unsecured nonguaranteed notes to 'B+'/'RR4' from 'BB- '/'RR5'. Fitch has affirmed the following ratings: Mattel, Inc. -- Short-term IDR at 'B'; -- Commercial paper program at 'B'; -- Senior unsecured guaranteed notes at 'BB'; Recovery Rating to 'RR2' from 'RR4'. The Rating Outlook is Negative. MEDAPOINT INC: Has Until March 29 to Exclusively File Plan ---------------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas has extended, at the behest of Medapoint, Inc., to extend the exclusive period for filing a plan of reorganization until March 29, 2018. As reported by the Troubled Company Reporter on Jan. 19, 2018, the Debtor asked the Court to extend the exclusive period for filing and soliciting acceptances a plan of reorganization until March 29, 2018. The Debtor asserted that it is in the midst of an asset sale/stock sale marketing process managed by its court-approved investment banker Match Point Partners. According to the Debtor, at least three entities have indicated an interest in submitting offers for its assets or stock and that at least one of these offers would resolve all claims against the Debtor and provide a return to equity holders. The Debtor needs to continue the marketing process for an additional time so that it can consummate a sale transaction with the purchaser which makes the highest and best offer to the Debtor. About Medapoint Inc. Founded in 2009 and based in Austin, Texas, Medapoint, Inc., provides software solutions. The applications support more than 1,500 private and municipal providers of emergency medical services (EMS) throughout the United States, including one of the nation's leading private ambulance services, which provides more than 1.5 million transports annually. Medapoint, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17, 2017. In the petition signed by Eric J. Becker, its president, CEO and director, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. The Debtor tapped Spector & Johnson PLLC as legal counsel; K&L Gates as special counsel; and Match Point Partners LLC as investment banker. MEDICAL SOLUTIONS: Add-on Term Loan No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said that Medical Solutions Holdings, Inc.'s proposed $140 million first lien term loan add-on for the acquisition of PPR Holding Corporation (PPR) is credit negative, but does not impact the company's credit ratings. These include the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, the B1 rating on the first lien credit facilities and the Caa1 rating on the second lien term loan. The rating outlook remains stable. Medical Solutions provides travel nurse staffing to hospitals across the United States. PPR provides travel nurse staffing and interim leadership for hospitals and post-acute markets. Medical Solutions is owned by TPG Growth. The combined company will have revenues of about $480 million. MICROVISION INC: Posts $24.2 Million Net Loss in Fiscal 2017 ------------------------------------------------------------ MicroVision, Inc., announced results for its fourth quarter and fiscal year ended Dec. 31, 2017. Revenue for fiscal year 2017 was $10.9 million, compared to $14.8 million for fiscal year 2016. MicroVision's net loss for fiscal year 2017 was $24.2 million, or $0.33 per share, compared to a net loss of $16.5 million, or $0.32 per share for fiscal year 2016. Revenue for the fourth quarter of 2017 was $2.6 million, in line with the Company's January 18th pre-announcement, and compared to $2.9 million for the fourth quarter of 2016. MicroVision's net loss for the fourth quarter of 2017 was $7.9 million, or $0.10 per share, compared to a net loss of $5.4 million, or $0.09 per share for the fourth quarter of 2016. As of Dec. 31, 2017, MicroVision had $29.69 million in total assets, $24.83 million in total liabilities and $4.86 million in total shareholders' equity. "As I settle into my role as MicroVision's CEO, I'm focused on creating a culture of success while transforming our company from being a technology innovator into a solutions provider. We have a great team with phenomenal technology and an innovative product roadmap. We expect our revised strategy will provide value for Tier 1 customers by enabling them to monetize new applications through an enhanced end user experience," said Perry Mulligan, MicroVision's chief executive officer. "With that in mind, I am encouraged by the progress we are making on our previously announced $24 million contract with a Tier 1 technology company," Mulligan added. Substantial Doubt "We have incurred substantial losses since inception and expect to incur a significant loss during the fiscal year ending December 31, 2018. We have funded operations to date primarily through the sale of common stock, convertible preferred stock, warrants, the issuance of convertible debt and, to a lesser extent, from development contract revenues, product sales and licensing activities. There can be no assurance that additional capital will be available or that, if available, it will be available on terms acceptable to us on a timely basis. We cannot be certain that we will succeed in commercializing our technology or products. These factors raise substantial doubt regarding our ability to continue as a going concern," the Company stated in the regulatory filing. A full-text copy of the Form 10-K is available for free at: https://is.gd/ywxcmN About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. MicroVision's patented technology is a single platform that can enable projected displays, image capture and interaction for a wide array of future-ready products in this rapidly evolving, always-on world. MicroVision's IP portfolio has been recognized by the Patent Board as a top 50 IP portfolio among global industrial companies and has been included in the Ocean Tomo 300 Patent Index. MONAKER GROUP: Starts Trading on NASDAQ Capital Market ------------------------------------------------------ Monaker Group, Inc. has been approved to list its common stock on the NASDAQ Capital Market. The Company's common stock commenced trading on the NASDAQ Capital Market at the market open on Feb. 22, 2018 under the ticker symbol, "MKGID." On or around March 12, 2018, the stock is expected to begin trading as "MKGI." "This up listing to NASDAQ reflects the significant progress we have made in strengthening our corporate governance, improving operating efficiencies, and positioning Monaker for growth and profitability," commented company CEO, Bill Kerby. "In addition to improving trading liquidity for our shareholders, we expect this listing to provide greater awareness of our unique approach in the burgeoning alternative vacation rental market, and enable us to attract a broader audience in the investment community." About Monaker Headquartered in Weston, Florida, Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/ -- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million for the year ended Feb. 29, 2016. As of Nov. 30, 2017, Monaker Group had $8.62 million in total assets, $4.68 million in total liabilities and $3.94 million in total stockholders' equity. NAKED BRAND: Amends Merger Agreement with Bendon Limited -------------------------------------------------------- Naked Brand Group Inc., Bendon Limited and Bendon Group Holdings Limited announced that they have entered into a second amendment to the Agreement and Plan of Reorganization. Among other things, the Second Amendment provides as follows: * The Naked stockholders will, upon the closing to the merger, receive approximately 9.0% of the outstanding ordinary shares of Holdco on a fully diluted basis, subject to certain adjustments set forth in the Amended Merger Agreement. * Bendon will pay an amount equal to Naked's net operating loss each month until the closing of the Merger. * To satisfy the compliance requirements of the Nasdaq Capital Market, the capital structure of Holdco will be adjusted which will change the exchange ratio in the Amended Merger Agreement. * The outside date for completing the Merger has been extended to April 27, 2018, subject to an extension which date will not to be later than May 7, 2018, after which either party may terminate the Amended Merger Agreement. * The ability of Naked to solicit alternative transactions has been modified so that Naked may solicit such transactions if the Merger is not completed by the outside date or if Bendon fails to pay to Naked a monthly amount equal to the net operating losses of Naked. Carole Hochman, Naked's chief executive officer and chief creative officer, stated, "I am proud of the hard work and continuous effort that our team has put in to this amended merger agreement with Bendon. We continue to work towards finalizing the registration statement, which remains subject to the SEC's review, comment and approval process. We believe that these amendments to the Merger Agreement provide additional benefits for both our stockholders and the go-forward business." Justin Davis-Rice, executive chairman of Bendon, commented, "We are pleased to have finalized this amendment and remain committed to completing the merger with Naked in due course. By combining these two companies, we expect to create a strong portfolio of innerwear, sleepwear, and swimwear brands, which we anticipate will in turn drive growth and strengthen our overall global industry position." The Amended Merger Agreement, which has been approved by the board of directors of both Naked and Bendon, is subject to approval by Naked's stockholders and other customary closing conditions and regulatory approvals, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission and the listing of Holdco's ordinary shares on Nasdaq or the New York Stock Exchange. A full-text copy of the Amendment No. 2 to Agreement and Plan of Reorganization is available for free at https://is.gd/rW1nSu About Bendon Limited Bendon Limited -- http://www.bendongroup.com-- is a global intimate apparel and swimwear company renowned for its best in category innovation in design, and technology and unwavering commitment to premium quality products throughout its 70-year history. Bendon has a portfolio of 10 brands, including owned brands Bendon, Bendon Man, Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and New Zealand) and Pleasure State, as well as licensed brands Heidi Klum Intimates and Swimwear, Stella McCartney Lingerie and Swimwear and Frederick's of Hollywood Intimates and Swimwear. About Naked Brand Group Madison, New York-based Naked Brand Group Inc. -- http://www.nakedbrands.com-- is an apparel and lifestyle brand company that is currently focused on innerwear products for women and men. Under the Company's flagship brand name and registered trademark "Naked", Naked Brand designs, manufactures and sells men's and women's underwear, intimate apparel, loungewear and sleepwear through retail partners and direct to consumer through its online retail store http://www.wearnaked.com/ The Company has a growing retail footprint for its innerwear products in premium department and specialty stores and internet retailers in North America, including accounts such as Nordstrom, Dillard's, Bloomingdale's, Amazon.com, Soma.com, SaksFifthAvenue.com, barenecessities.com and others. Naked Brand reported a net loss of US$10.79 million for the year ended Jan. 31, 2017, compared with a net loss of US$19.06 million for the year ended Jan. 31, 2016. As of Oct. 31, 2017, Naked Brand had $4.87 million in total assets, $936,892 in total liabilities and $3.94 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2017, stating that the Company incurred a net loss for the year ended Jan. 31, 2017, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. NASRIN OIL: Given Until March 30 to Exclusively File Plan --------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended the exclusivity period within which Nasrin Oil Corp. may file a plan and disclosure statement, as well as the deadline for filing a plan and disclosure statement to March 30, 2018. All other deadlines contained in the Court's Order Shortening Time for Filing Proofs of Claim, Establishing Plan and Disclosure Statement Filing Deadlines, and Addressing Related Matters will be update in accordance with the March 30 deadline. As reported by the Troubled Company Reporter on Feb. 5, 2018, Nasrin asked the Court for a 90-day extension of the exclusivity period to file a Plan of Reorganization and file a Disclosure Statement and related deadlines, through and including May 1, 2018. Nasrin claimed that there are presently open and pending issues that must be resolved prior to the formulation of a Plan and Disclosure Statement, including and relating to adequate protection payments. In addition to these unresolved issues, Nasrin's president is currently out and of the country and cannot settle these outstanding matters until he returns, thus requiring additional time for Nasrin to discuss and negotiate with its creditors. Nasrin said that it has been making good faith progress towards reorganization; it has been managing its assets and preserving the Estate's value; there is no intent to seek an extension of exclusivity to pressure any creditor into accepting a plan, but rather are seeking the extension in order to allow pending negotiations and other issues to be resolved which will, ultimately, impact the form and substance of its Plan and Disclosure Statement. About Nasrin Oil Corp. Nasrin Oil Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22086) on Oct. 3, 2017. In the petition signed by Mohammad K. Miah, its president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Erik P. Kimball presides over the case. Merrill P.A. is the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. NATURE'S DYNAMICS: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Nature's Dynamics Partners, LLC fka Nature's Dynamics, LLC 3802 Silver Star Rd. Orlando, FL 32808 Type of Business: Nature's Dynamics is a family-owned company that develops 100% natural whole food gummy supplements and probiotics to consumers. Founded by Richard McPeak, the Company's products are manufactured in a GMP certified facility and produced in the United States. http://www.naturesdynamics.com/natures-dynamics Involuntary Chapter 11 Petition Date: February 22, 2018 Case Number: 18-00982 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Petitioners' Counsel: Edward J. Peterson, III, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: epeterson@srbp.com Petitioners who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Atlas Retail Capital, LLC Promissory Note $312,333 3630 Peachtree Rd., #2407 Atlanta, GA 30326 Ethos Nature's Dynamics, LLC Promissory Note $303,333 106 Walden Square Way Decatur, GA 30030 Jeff Williams Promissory Note $118,000 106 Walden Square Way Decatur, GA 30030 A full-text copy of the involuntary petition is available at: http://bankrupt.com/misc/flmb18-00982.pdf NEUSTAR INC: Repricing Deal No Impact on Moody's 'B1' CFR --------------------------------------------------------- Moody's Investors Service said the B1 corporate family rating (CFR) of Neustar, Inc. is unchanged following its anticipated repricing transaction. The leverage neutral deal shifts at least 50% of the balance of its Term Loan B-1 to the Term Loan B-2 and lowers the applicable interest rate on both tranches of debt. As a result of the transaction, the pace of debt reduction will moderate as a portion of the liability shifts to the B-2 tranche, amortizing at 1% annually, from the B-1 tranche which amortizes at 40% annually. Although the company will have incremental cash to potentially invest in the business, the reduced debt amortization is credit negative. When the high margin Number Portability Administration Center (NPAC) contract terminates likely later this year, EBITDA will fall significantly and as expected per Moody's current ratings. However, this transaction exacerbates the rise in leverage following that contract termination and will push 2018 leverage close to Moody's limit for the B1 rating. Over the next several quarters, Moody's expect the company to make full use of the cash generated by NPAC services in the interim, as well as the incremental cash resulting from this favorable repricing, to mitigate the negative implications of this transaction. All other ratings and Neustar's stable outlook are also unchanged. Neustar's B1 CFR reflects its strong free cash flow profile driven by strong margins and low capital intensity. Neustar is well positioned to capitalize on growth in its Information Services segment, which helps businesses with targeted analytics, telecom addressing, and internet addressing solutions. The business has a stable recurring revenue model which is supported by average contract lengths of approximately three years. Neustar has aggressively pursued a business transformation over the past several years in order to accelerate revenue growth, both organically and through acquisitions. The 2015 acquisitions of MarketShare and the caller authentication assets from TNS Inc. (B2, stable) better positioned the company to take advantage of the high growth market verticals in which it operates. Neustar's proprietary and hard-to-replicate datasets further buttress the company's integrated value proposition, allowing it to create high barriers to entry and maintain competitive advantage. The rating is constrained by the high debt/EBITDA leverage of above 4.5x (Moody's estimate for 2019 pro forma for the announced transaction and including Moody's standard adjustments) and Moody's expectation of an aggressive financial policy given its new private equity ownership structure. In addition, the B1 rating captures Neustar's relatively small scale relative to larger companies across the industries in which it competes. Moody's could upgrade Neustar's B1 rating if leverage is sustained below 3.5x (Moody's adjusted) and if free cash flow is at least 10% of Moody's adjusted debt. The rating could be downgraded if leverage is sustained above 4.5x (Moody's adjusted) or if cash flow deteriorates such that free cash flow is less than 5% of Moody's adjusted debt. In addition, the rating could be downgraded if the company issues debt to return cash to shareholders or if there is deterioration of Neustar's market position irrespective of its credit metrics. OCEAN BIDCO: Moody's Assigns B3 Corp. Family Rating; Outlook Stable ------------------------------------------------------------------- Moody's Investors Service assigned Ocean Bidco, Inc. a B3 Corporate Family Rating ("CFR"), B3-PD Probability of Default rating ("PDR") and B3 rating to the proposed senior secured credit facilities. The rating outlook is stable. The proceeds of the new debt and equity from affiliates of ION Investment Group ("ION") will be used to purchase OpenLink International, Inc. for approximately $800 million, repay existing indebtedness and pay transaction-related fees and expenses. Ocean Bidco, Inc. will be merged into OpenLink International, Inc., with OpenLink International, Inc. continuing as the surviving entity and borrower post-closing. Moody's assigned the following to Ocean Bidco, Inc.: -- Corporate Family Rating, at B3 -- Probability of Default Rating, at B3-PD -- Senior Secured Revolver due 2023, at B3 (LGD3) -- Senior Secured Term Loans due 2025, at B3 (LGD3) -- Outlook is Stable RATINGS RATIONALE The B3 CFR reflects OpenLink's high pro forma financial leverage, small revenue scale, narrow operating scope in a mature software niche and modest free cash flow generation. OpenLink generates about $265 million of revenue annually, which is small for the software industry, and revenues have declined recently, driven by a decline in non-recurring revenue sources including software license sales. Moody's expects debt to EBITDA to be around 7.5 times pro-forma for the transaction as of the latest twelve months ended September 30, 2017. Moody's expects debt to EBITDA will decline below 7 times over the next 12 to 18 months from debt repayment and EBITDA expansion driven by cost reduction initiatives and modest revenue growth. Moody's expects free cash flow to debt will be in the low -single digits in 2018 but should rise as debt is reduced and cost management initiatives are completed. That said, OpenLink could seek debt-financed acquisitions or shareholder returns, weighing on ratings upside. All financial metrics cited reflect Moody's standard adjustments. Moody's treats software costs capitalized by OpenLink as an expense. OpenLink has long standing relationships with a blue chip customer base including major financial institutions and large energy companies. The recurring nature of OpenLink's software maintenance revenues and growth in software subscriptions provide rating support. OpenLink's products give customers the ability to manage all the detailed information required to analyze commodity risk, trading, and operations, which are critical businesses functions for them, driving the high client retention rates. Approximately half of OpenLink's revenues are recurring and Moody's expects that this proportion will increase as OpenLink transitions to a cloud based subscription revenue model (SaaS) from one-time sales of perpetual licenses over the next several years. Moody's expects the market for OpenLink's products will remain stable as its products are deeply entrenched in its customers' operations and financial systems. Moody's considers OpenLink's liquidity adequate. Free cash flow of at least $15 million is expected as well as at least $10 million in balance sheet cash. An undrawn $21 million revolver due 2023 is subject to a maximum net leverage test if the revolver is drawn more than $10 million, which is not expected. Moody's anticipates the covenant would be well within limits if it were measured. Mandatory term loan amortization of $16 million in the first year and $26 million in each of the next four years should be covered narrowly, based on Moody's expectations for free cash flow. The B3 ratings on the revolver and term loans reflect the B3-PD PDR and a Loss Given Default Assessment of LGD3. The secured debt is positioned behind a small amount of priority trade claims and ahead of all unsecured claims. The stable ratings outlook reflects Moody's expectations for low single digit revenue growth, free cash flow to debt in the low single digits and adequate liquidity. The ratings could be downgraded if client retention, subscription pricing or revenues decline. The ratings could be downgraded if debt to EBITDA is expected to remain above 7 times, OpenLink generates zero free cash flow or liquidity deteriorates. The ratings could be upgraded if revenue growth, profit expansion and debt reduction lead us to anticipate debt to EBITDA will remain below 6 times and free cash flow to debt will be sustained above 5%. Anticipation of conservative financial policies and good liquidity would also be important factors for an upgrade. The principal methodology used in these ratings was Software Industry published in December 2015. OpenLink is a provider of energy and commodity trading and risk management (ETRM) software. Moody's expects 2018 revenues of over $250 million. ON CALL FLAGGING: Court Grants S. Rummel Summary Judgment --------------------------------------------------------- In the case captioned LABORERS' COMBINED FUNDS OF WESTERN PENNSYLVANIA, et. al, Plaintiff, v. KATHLEEN JENNINGS, SHERI RUMMEL, and JAMES REDDEN, Defendants, Civil Action No. 2:15-1693 (W.D. Pa.), District Judge Kim R. Gibson grants the motion for summary judgment filed by Plaintiff Laborers' Combined Funds of Western Pennsylvania, et al., and also grants the motion for summary judgment filed by Defendant Sheri Rummel. This dispute arises from a construction company's failure to remit salary withholdings back to the Funds as required under governing collective-bargaining agreements ("CBAs") and Trust Agreements. On March 3, 2017, the Funds filed their Amended Complaint against Kathleen Jennings, Sheri Rummel, and James Redden, former employees of On Call Flagging, Inc., a construction company that signed a labor agreement with the Union Plaintiffs that required On Call to remit employee benefit contributions to the Funds. The Funds' Amended Complaint contains two counts against each defendant: one count for breach of fiduciary duty under ERISA and one count for common-law conversion. The Court finds that the unpaid benefit contributions became "plan assets" once they became "due and owing." The Court further finds that Defendant Jennings was a "fiduciary" under ERISA. Thus, the Court finds that no reasonable jury could find that Jennings did not breach her fiduciary duties to the Funds. Therefore, the Court grants summary judgment on the Funds' breach of fiduciary claim against Defendant Jennings. The Court also grant summary judgment for the Funds on their conversion claim. It is undisputed that Jennings was the sole shareholder and President of On Call and "exercised discretionary authority and control" over On Call's finances. It is also undisputed that Jennings was obligated under the CBAs and Trust Agreements to remit benefit contributions back to the Funds but that Jennings failed to do so. Accordingly, the Court finds that no reasonable jury could find that Jennings did not deprive the Funds of their property interest in the benefit contributions once they became "due and owing." Therefore, the Court grants summary judgment to the Funds on their conversion claim against Jennings. Regarding Rummel's motion for summary judgment, the Court finds that Rummel was not a fiduciary under ERISA as a matter of law. It is undisputed that Rummel did not have discretionary authority to issue fringe benefit checks to the Funds. Rummel merely prepared the reports. While Rummel co-signed the checks, Jennings had the sole authority to issue them. Accordingly, the Court finds that no reasonable jury could conclude that Rummel was a fiduciary within the meaning of ERISA. Therefore, the Court grants summary judgment for Rummel on the Funds' ERISA claim against her. As noted, it is undisputed that Rummel did not have discretionary authority to issue benefit checks to the Funds. Furthermore, On Call paid the Funds all of the required employee benefit contributions during Rummel's employment with On Call. Therefore, the Court finds that no reasonable jury could conclude that Rummel interfered with the Funds' possessory interest in the employee benefit contributions. Therefore, the Court grants summary judgment in favor of Rummel on the Funds' conversion claim against her. A full-text copy of Judge Gibson's Memorandum Opinion dated Feb. 9, 2018 is available at https://is.gd/EN0QvM from Leagle.com. LABORERS' COMBINED FUNDS OF WESTERN PENNSYLVANIA, as agent for Philip Ameris, and Paul V. Scabilloni, trustees ad litem, Laborers' District Council of Western Pennsylvania Welfare and Pension Funds, Western Pennsylvania Heavy & Highway Construction Advancement Fund, the Laborers-Employers Benefit, Plaintiff, represented by Jeffrey J. Leech -- jleech@tuckerlaw.com -- Tucker Arensberg, Neil J. Gregorio -- ngregorio@tuckerlaw.com -- Tucker Arensberg & William P. Lewis -- wlewis@tuckerlaw.com -- Tucker Arensberg, PC. KATHLEEN JENNINGS, Defendant, represented by Sally A. Frick -- sfrick@dmclaw.com -- & Timothy J. Sloan, Sloan Law Office, P.C. SHERI A. RUMMEL, Defendant, represented by John David Newborg. About On Call Flagging On Call Flagging, Inc., based in Belsano, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 16-70758) on Nov. 2, 2016. The petition was signed by Kathleen Jennings, president. The Debtor estimated $1 million to $10 million in assets and liabilities. Judge Jeffery A. Deller presides over the case. James R. Walsh, at Spence Custer Saylor Wolfe & Rose, LLC, serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the case. OPENLINK INTERNATIONAL: S&P Assigns 'B-' CCR, Outlook Stable ------------------------------------------------------------ Ion Investment Group has agreed to purchase a majority stake in U.S. energy and commodity trading and risk management software provider OpenLink International Holdings Inc. The company will refinance its entire debt load with a $520 million first-lien term loan and a $21 million revolving credit facility. S&P Global Ratings assigned a 'B-' corporate credit rating to New York City-based OpenLink International Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned a 'B-' issue-level rating and '3' recovery rating to OpenLink's new first-lien term loan maturing March 2025 and revolver due March 2023. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default." Ion Investment Group recently agreed to purchase a controlling stake in OpenLink from Hellman & Friedman. To complete the purchase, Ion will invest equity into the company and will issue a credit facility consisting of a $520 million multi-currency tranche first-lien term loan and a $21 million first-lien revolver. The revolver will be subject to a 7x springing first-lien leverage covenant if it is drawn at least $10 million. S&P said, "The stable outlook reflects our view that despite leverage remaining high, stable revenue over the coming year, albeit seasonally concentrated in the fourth quarter, and new financing that will extend maturities and reduce interest expense will improve free cash flow to the $20 million to $25 million range. "We could lower the rating if unexpected declines in revenue or failure to implement forecasted cost savings result in sustained negative free cash flow generation, such that we expect the capital structure would become unsustainable. We believe this could come from an operational failure in OpenLink's recently-released public cloud product solution leading existing and prospective customers to seek services elsewhere, or inability to retain key customers during its change of ownership and severe cost rationalization. "We could raise the rating if the company is able to achieve cost-cutting targets while maintaining stable revenue in order to reduce and sustain leverage below 6x. This could be the result of improved recurring revenue driven by upselling cloud services to existing clients, as well as signing new clients onto OpenLink's cloud product, thus improving overall revenue and earnings stability." PARAGON OFFSHORE: Inks Tender Offer Agreement with Borr Drilling ---------------------------------------------------------------- Paragon Offshore Limited on Feb. 22, 2018, disclosed that it has signed a Tender Offer Agreement with Borr Drilling Limited ()Borr"), a public limited company incorporated under the laws of Bermuda and listed on the Oslo Stock Exchange, pursuant to which, on the terms and subject to the conditions thereof, Borr has agreed to commence a tender offer to acquire all of the outstanding shares of the company at a purchase price of $42.28 per Share. Borr is expected to commence the Offer on February 26, 2018 and the Offer will remain open for 20 business days (the "Offer Period"). The Offer Period is expected to expire at 12:01 A.M. Eastern Time on March 24, 2018, unless extended () "Expiration Date"). The transaction is expected to close on March 26, 2018, subject to the satisfaction of the Offer conditions. The members of the company ("Shareholders") will receive detailed information regarding the terms of the Offer in an Offer to Purchase and related materials, including a letter of transmittal and a disclosure statement to be disseminated by Borr and Paragon on the date of commencement of the Offer. Jay Swent, Paragon's President and Chief Executive Officer, said, "We believe this is an excellent outcome for Paragon's stakeholders. Although Paragon is well positioned to manage through the cycles of the intensely competitive offshore drilling industry, this opportunity minimizes the risk of the investment outcome for our stakeholders at an attractive price. I am proud of our highly qualified and dedicated employees, our assets, and our well-deserved reputation for operational excellence, industry-leading safety and uptime performance, and customer service, all of which are important value drivers in this transaction." Terms of the Tender Offer Agreement Under terms of the Tender Offer Agreement, each Shareholder of Paragon will receive, for each outstanding Share validly tendered and not properly withdrawn in the Offer, subject to reduction for any applicable withholding taxes in respect thereof, cash in an amount equal to US $42.28 per Share. The Offer will be subject to a number of conditions, including, among other customary conditions, that (a) at least 3,361,763 Shares, representing at least 67% of the outstanding Shares have been validly tendered and not withdrawn before the Expiration Date, (b) that no material adverse change shall have occurred prior to closing, and (c) the condition that Paragon shall have completed all actions necessary to acquire ownership of certain Prospector drilling rigs and legal entities currently subject to chapter 11 proceedings in the United States Bankruptcy Court in the District of Delaware. The Offer is not subject to a financing condition. In connection with, and as a condition to Borr's willingness to enter into and perform its obligations under the Tender Offer Agreement, Borr entered into individual tender support agreements (each, a "Tender Support Agreement"), with certain Shareholders of Paragon ()Tendering Shareholders"). Subject to the terms and conditions of the Tender Support Agreements, the Tendering Shareholders have agreed, among other things, to irrevocably tender all of their Shares pursuant to the Offer. The Tendering Shareholders beneficially own, in the aggregate, 3,407,072 Shares, representing approximately 67.9% of the total outstanding Shares as of February 21, 2018. Paragon does not anticipate that the transaction will have any impact on shares of Paragon's Litigation Trust Agreement or the ongoing litigation against Noble Corporation. Paragon expects that its term loan agreement will be repaid in full and terminated at the closing of the transactions. The Tender Offer Agreement does not obligate Borr to conduct a back-end merger following such closing. Shareholders who tender their Shares in the Offer will also receive from Borr cash in an amount equal to a pro rata portion of any proceeds received by Paragon, on or before the day prior to the day on which the Borr accepts for payment and pays for all Shares tendered and not validly withdrawn, under an arbitration award against a certain third party. SinoEnergy Settlement On February 15, 2018 Paragon Offshore plc (in administration) ("Old Paragon") entered into a consensual settlement agreement ()Settlement Agreement") with SinoEnergy Capital Management, Ltd. ("SinoEnergy"). Under the terms of the Settlement Agreement, SinoEnergy will be paid certain agreed amounts ()Settlement Amounts") totaling approximately $135 million, representing the outstanding principal balance on the existing sale-leaseback arrangements with SinoEnergy, lease termination fees, expenses, and a consent fee, in exchange for which SinoEnergy will cause ownership of the two Prospector rigs to be transferred to Paragon. Paragon expects to complete the Prospector bankruptcy court proceedings as a part of and in connection with the Offer. Advisors Vinson & Elkins LLP is serving as legal advisor and Deutsche Bank Securities Inc. is serving as financial advisor to Paragon. About Prospector Offshore and Paragon Offshore Paragon Offshore Plc, and several affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint Chapter 11 Plan of Reorganization. Prospector Offshore Drilling S.a r.l. and three affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572 to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1 Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company S.a r.l.; and Paragon Offshore plc (in administration). The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by Gary T. Holtzer, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D. Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors hired as their financial advisors, Lazard Freres & Co. LLC; as their restructuring advisor, AlixPartners, LLP; and as their claims, noticing and solicitation agent, Kurtzman Carson Consultants LLC. In the petitions signed by Senior VIce President and CFO Lee M. Ahlstrom, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. The Debtors' bankruptcy filing came two days after the Paragon Offshore group completed its corporate and financial reorganization on July 18, 2017. The plan of reorganization under chapter 11 of the U.S. Bankruptcy Code substantially de-levered Paragon Offshore's ongoing business, eliminating approximately $2.3 billion of secured and unsecured debt. PARKWAY RADIOLOGY: May Use Cash Collateral Through May 31 --------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland authorized Parkway Radiology LLC, on an interim basis, to use the cash collateral during the period from Feb. 15, 2018 through and including May 31, 2018 but in the amounts and for the purposes set forth in the budget. The Debtor is required to provide to the Bank of Charles Town an aging of the Debtor's outstanding accounts receivable due from insurance carriers as of January 31, 2018. Each calendar month commencing March 2018, the Debtor will prepare and deliver to the Bank a report for the period ending as of the preceding month, of actual receipts, expenditures, and ending cash compared to the Budget, which will include a description of any expenditure in excess of the amount provided for in the Budget and the reason therefore. The Debtor will also provide accounts receivable aging as of the last day of the prior month and patient levels for the prior month in accordance with the Motion. The Debtor agrees to provide promptly to the Bank, through its counsel, such additional information and documents as the Bank may reasonably request including, but not limited to, financial statements, A/R reports, copies of contracts, bank statements for the Debtor's debtor-in-possession account, and any information that may be forthcoming in connection with the marketing and potential sale of the practice. The Bank of Charles Town is granted a valid and perfected security interest and replacement lien in all currently owned or hereafter acquired property of the Debtor of any kind or nature, whether real or personal to secure any collateral diminution to the same extent, and in the same priority, as the Bank's lien on the Bank's Collateral which the County and/or the State may assert is junior to the County Tax Lien and/or the State Tax Lien and which the Bank may assert is senior to the County Tax Lien and/or the State Tax Lien. The Bank of Charles Town will receive from the Debtor on the first business day of each month adequate protection payments in the amount of 75% of the amount, if any, by which the Debtor's receipts in the prior month exceeded its disbursements in that month for Bank's Adequate Protection Payments, which payments are agreed are adequate protection payments to the Bank for the interim payments due under the Note. Moreover, the Bank's Adequate Protection Payments will constitute allowed administrative expense claims under sections 503(b)(1), 507(a) and 507(b) of the Bankruptcy Code with priority in payment over any and all (i) administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code, (ii) the claims of any other secured creditors, and (iii) unsecured claims. A full-text copy of the Order is available at http://bankrupt.com/misc/mdb18-10737-74.pdf About Parkway Radiology Parkway Radiology LLC is a privately owned radiology center in Washington County, Maryland. Parkway Radiology offers both the Fonar Upright Multi-Position MRI and the 3.0 Tesla. Parkway Radiology LLC, based in Hagerstown, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10737) on Jan. 18, 2018. In the petition signed by Dr. Ajay K. Goyal, managing member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Lori S. Simpson presides over the case. Robert L. Kline, III, Esq., at Kline Law Group, serves as bankruptcy counsel. PATRIOT NATIONAL: Hudson Bay Objects to Claims Mediation Motion --------------------------------------------------------------- BankruptcyData.com reported that Hudson Bay Master Fund filed with the U.S. Bankruptcy Court an objection to Patriot National's motion to compel mediation of claims against the Debtors' directors and officers and to temporarily stay related litigation pending the outcome of mediation. The objection asserts, "In a transparent attempt to stay any litigation that may result in non-debtor plaintiffs recovering proceeds of the D&O Policies and/or assets of non-debtors, and recognizing that this Court has held on numerous occasions that there is no basis for staying such litigation, the Debtors have sought to elevate their claims (if any) to the proceeds of the D&O Policies under the guise of pursuing a compelled global mediation that could result in an 'orderly distribution of assets.' Citing a relatively chaotic litigation landscape, the Motion asks this Court to not only extend the automatic stay to prohibit the continuation of a broad range of distinct prepetition litigation between non-debtors, but to also compel mediation of such prepetition litigation apparently both between such non-debtors and the estate and between the various nondebtor plaintiffs and defendants. Compelled mediation of disputes between non-debtors, however, is both unwarranted and impermissible. Moreover, the Motion fails to articulate any jurisdictional basis for this Court to compel mediation of disputes between non-debtors that do not implicate property of the Debtors' estates. The Motion also fails to mention that Hudson Bay, the Debtors and certain of the non-debtor defendants have already unsuccessfully attempted mediation, let alone offer an explanation as to why a second attempt at such mediation might suddenly prove successful." About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on the official committee of unsecured creditors in the Debtors' cases. PHASERX INC: Incurs $821,526 Net Loss in January ------------------------------------------------ BankruptcyData.com reporte dthat PhaseRx Inc. filed with the U.S. Bankruptcy Court a monthly operating report for January 2018. For the month, the Debtors reported a net loss of $821,526 and paid $821,608 in total operating expenses. Cash at the beginning of January 2018 was $1 million and $942,575 at month's end. About PhaseRx, Inc. Based in Seattle, Washington, PhaseRx -- http://phaserx.com-- operates as a biopharmaceutical company that develops a portfolio of mRNA products to correct inherited, life-threatening liver diseases in children. The company was founded by Robert W. Overell, Ph.D. in 2006. PhaseRx filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-12890) on December 11, 2017. The petition was signed by Robert W. Overell, Ph.D., president and CEO. As of Sept. 30, 2017, the Debtor disclosed $4.10 million in assets and $5.60 million in liabilities. Judge Christopher S. Sontchi presides over the case. Christopher A. Ward, Esq. and Shanti M. Katona, Esq., at Polsinelli PC, serve as counsel to the Debtor. Cowen and Company, LLC is the Debtor's investment banker. Donlin, Recano & Company, Inc. stands as the Debtor's claims and noticing agent. PNEUMA INTERNATIONAL: March 27 Disclosure Statement Hearing Set --------------------------------------------------------------- Pneuma International, Inc., submitted to the U.S. Bankruptcy Court for the Northern District of California a disclosure statement describing its Plan of Reorganization. A hearing on the final approval of the Disclosure Statement will be held on March 27, 2018 at 1:30 p.m. Objections to the Disclosure Statement must be filed and served by March 20. Under the Plan, the general unsecured creditors are classified as Class 3. This class is impaired by the Plan. Class 3 claimants will receive $161,424 in payments of $2,690 per months over 60 months commencing on the third month after the Effective Date of the Plan, which will distributed pro-rata in the same ratio as the amount of an allowed claimant's claim to the amount of the total allowed Class 3 claims. Payments and distributions under the Plan will be funded by the Debtor's ongoing business and sales and operating profits. Deadline for voting to accept or reject the Plan is on March 20, 2018. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb17-42149-73.pdf About Pneuma International Pneuma International, Inc., doing business as EGPAK, is a manufacturer of coated and laminated packaging paper based in Hayward, California. EGPAK filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-42149) on Aug. 25, 2017. In the petition signed by Mikahel Chang, principal, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Roger L. Efremsky is the case judge. Nancy Weng, Esq. at Tsao-Wu & Yee, LLP, is the Debtor's counsel. POSTO 9 LAKELAND: Has Until Feb. 28 to Exclusively File Plan ------------------------------------------------------------ The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida, has extended for the second time the exclusive period during which only Posto 9 Lakeland, LLC, and Posto 9 Properties, LLC, can file a plan of reorganization through and including Feb. 28, 2018. The Debtors' plan filing deadline is also extended to Feb. 28, 2018. Provided the Debtors timely file their Chapter 11 plan, the exclusive solicitation period will be extended through and including the conclusion of the confirmation hearing to be scheduled by the Court. As reported by the Troubled Company Reporter on Jan. 19, 2018, the Court previously extended the Debtors' exclusive plan filing deadline through and including Feb. 21, 2018. About Posto 9 Lakeland Posto 9 Lakeland, LLC, is a privately held company that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, Lakeland, Florida 33801 valued at $2.39 million. Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No. 17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017. In the petitions signed by Marco Franca, manager, Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000 in total liabilities, and Posto 9 Properties listed $2,410,000 in total assets and $3,800,000 in total liabilities. Judge Michael G. Williamson presides over the case. Eric D. Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm, serve as the Debtors' bankruptcy counsel. POSTO 9 LAKELAND: Wants to Move Plan Filing Deadline to Feb. 28 --------------------------------------------------------------- Posto 9 Lakeland, LLC and Posto 9 Properties, LLC, ask the U.S. Bankruptcy Court for the Middle District of Florida for further extension of the Exclusive Plan Filing Deadline and the Plan Filing Deadline through Feb. 28, 2018, as well as Exclusive Solicitation Period through and including the conclusion of the confirmation hearing to be scheduled by the Court. The Debtors, CenterState Bank, N.A., the largest secured creditor, and the personal guarantors of the CenterState loans attended mediation on Feb. 14, 2018. During the mediation the Parties entered into a settlement. Now that the Debtors have reached a settlement with CenterState Bank, and due to the complex nature of the transactions contemplated in the settlement, the Debtors require an additional week to complete and finalize the terms of the plan and disclosure statement. About Posto 9 Lakeland Posto 9 Lakeland, LLC, is a privately held company that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, Lakeland, Florida 33801 valued at $2.39 million. Posto 9 Lakeland, LLC (Bankr. M.D. Fla. Case No. 17-07887) and affiliate Posto 9 Properties, LLC (Bankr. M.D. Fla. Case No. 17-07890) filed Chapter 11 bankruptcy petitions on Sept. 6, 2017. In the petitions signed by Marco Franca, the manager, Posto 9 Lakeland listed $1,210,000 in total assets and $4,850,000 in total liabilities, and Posto 9 Properties listed $2,410,000 in total assets and $3,800,000 in total liabilities. Judge Michael G. Williamson presides over the cases. Eric D Jacobs, Esq., and David S. Jennis, Esq., at Jennis Law Firm, serve as the Debtors' bankruptcy counsel. QUOTIENT LIMITED: Names Former Siemens Healthineers Exec. to Board ------------------------------------------------------------------ Quotient Limited has appointed Franz Walt to its Board of Directors effective as of Feb. 19, 2018. Mr. Walt will also serve on the Board's Audit Committee and Strategy and Regulatory Committee. Mr. Walt, 58, served as president of Siemens Healthineers Laboratory Diagnostics, the laboratory diagnostics provider within the healthcare division of Siemens AG, the German based conglomerate, from March 2014 to December 2017. From January 2012 to February 2014, Mr. Walt was the senior vice president and head of Siemen Healthineers' Diagnostic Division North America. Prior to joining Siemens Healthineers, from June 1989 to November 2011, Mr. Walt served in various capacities at F. Hoffman-La Roche Ltd., a Swiss based healthcare company that develops diagnostics and therapeutic products, including as Geschaftsfuhrer (CEO) of Roche Diagnostics GmbH in Mannheim from January 2007 to November 2011, and as a board member of the Roche Diagnostic Executive Committee (DiaEC), from November 1998 to December 2006. During his time as a board member of the DiaEC, Mr. Walt served, among other capacities, as president and Consejero Delegado (CEO) of Roche Diagnostics Spain and regional president for the LATAM Region from October 2004 to December 2006, and as managing director of Roche Diagnostics Asia Pacific Pte Ltd. and regional president for the APAC Region from November 1998 to September 2004. Mr. Walt holds undergraduate degrees in management from the IMAKA Institute of Management in Zurich, and in marketing from the Swiss Institute of Economics in Zurich, and an MBA from City University of Seattle. In connection with his appointment, on Feb. 19, 2018, Mr. Walt received share options to purchase 22,676 of the Company's ordinary shares at an exercise price of $4.41, which is the closing price of the Company's ordinary shares on Feb. 16, 2018. The share options will vest and become exercisable in three equal annual installments beginning Feb. 19, 2019. In connection with his service on the Board, the Audit Committee and the Strategy and Regulatory Committee, Mr. Walt will receive a cash retainer and have business expenses reimbursed, if any, that its non-employee directors that are unaffiliated with its significant shareholders are eligible to receive and have reimbursed under its director compensation program, as described in its definitive proxy statement. Mr. Walt has also entered into an indemnification agreement and a letter of appointment with the Company. 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 Dec. 31, 2017, the Company had $137.78 million in total assets, $133.96 million in total liabilities and $3.82 million in total shareholders' equity. 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. QUOTIENT LIMITED: Will Sell Its Biocampus Facility for GBP14.9M --------------------------------------------------------------- Quotient Limited, through its direct subsidiary Quotient Biocampus Limited, entered into a binding principal offer with Roslin Assets Limited, pursuant to which the Company agreed to sell its recently completed Biocampus facility located near Edinburgh, Scotland to Roslin in a sale and leaseback transaction. The Principal Offer includes forms of agreements that the parties have agreed to enter into, including (i) a Minute of Variation of Lease pursuant to which Alba Bioscience Limited, a subsidiary of Quotient Limited, will lease the property from Roslin, (ii) a Guarantee Agreement pursuant to which Quotient Limited and Quotient Suisse SA will guarantee the obligations of Alba as tenant, (iii) a Disposition Agreement pursuant to which the Company will sell Biocampus to Roslin, and (iv) a Rent Deposit Agreement pursuant to which Alba will make an initial deposit of its rent in the amount of GBP3.6 million. Under the terms of the Disposition Agreement, the Company will receive approximately GBP14.95 million, or $20.9 million, of gross proceeds from the sale of Biocampus. After deducting the GBP3.6 million, or $5.0 million, rental deposit required under Rent Deposit Agreement and other transaction costs, the Company will receive approximately GBP10.9 million, or $15.3 million, in net proceeds, which the Company intends to use for working capital purposes. Pursuant to the terms of the Rent Deposit Agreement, GBP2.4 million, of the rent deposit will be released on the date on which the Company's audited financial statements present annual EBITDA from product sales of $25 million for two consecutive years. The Lease Agreement will have an initial term of 35 years and an initial annual rent of GBP1.2 million, which will be subject to annual 3.0% increases from Sept. 30, 2018 through September 2027. There will then be a fixed annual rent of GBP1.6 million from October 2027 through September 2032. Beginning September 2032 and each fifth year thereafter, the annual rent will be reviewed and will be subject to adjustment based on the consumer price index and other factors. The parties expect to enter into the Agreements and to close the Sale and Leaseback on or about March 16, 2018. 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 Dec. 31, 2017, the Company had $137.78 million in total assets, $133.96 million in total liabilities and $3.82 million in total shareholders' equity. 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. RAND LOGISTICS: Creditors to Get 100% Under Prepackaged Plan ------------------------------------------------------------ Rand Logistics, Inc. certain of its subsidiaries filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for their Joint Prepackaged Chapter 11 Plan of Reorganization. The Plan has been extensively negotiated with and has the support of the agent and sole lender under the Second Lien Credit Agreement, Lightship Capital LLC. The Debtors are pleased to report that after extensive, good-faith and arm's-length negotiations with Lightship Capital, the Plan embodies a settlement among the Debtors and their key stakeholders on a consensual deleveraging transaction which provides for the implementation of a restructuring through an expedited chapter 11 process. The key terms of the Plan include, without limitation, the following: (a) Payment in full, in the ordinary course of business, or reinstatement of allowed Class 5 General Unsecured Claims, including those held by trade vendors, suppliers and customers; (b) Payment in full, in cash, of all Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Statutory Fee Claims, Allowed DIP Claims, Allowed Other Priority Claims and Allowed Other Secured Claims; (c) Payment in full, in Cash, of all Allowed First Lien Claims; (d) Conversion of Allowed Second Lien Claims into 100% of the New Common Stock, subject to dilution on account of the Equity Incentive Program, resulting in the elimination of approximately $92 million of debt; (e) Cancellation of the Existing Preferred Shares and the Existing Common Shares; (f) Entry into the Exit Facility Credit Agreement to ensure adequate liquidity at exit; and (g) Prompt emergence from the Chapter 11 Cases. Overall, the Plan is designed to augment the Debtors' liquidity, continue the Debtors' operations with minimal disruption, preserve the going-concern value of the Debtors' business, maximize recoveries for stakeholders and protect the jobs of the Debtors' employees. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10175-14.pdf About Rand Logistics Rand Logistics, Inc. -- http://www.randlogisticsinc.com/-- provides bulk freight shipping services in the Great Lakes region. Through its subsidiaries, the Company operates a fleet of ten self-unloading bulk carriers, including eight River Class vessels and one River Class integrated tug/barge unit, and three conventional bulk carriers, of which one is operated under a contract of affreightment. The Company's vessels operate under the U.S. Jones Act -- which dictates that only ships that are built, crewed and owned by U.S. citizens can operate between U.S. ports -- and the Canada Marine Act -- which requires Canadian commissioned ships to operate between Canadian ports. Headquartered in Jersey City, New Jersey, Rand Logistics was formed in 2006 through the acquisition of the outstanding shares of capital stock of Lower Lakes Towing Ltd. Common shares of Rand Logistics trade on the NASDAQ Capital Market under the symbol RLOG. On Jan. 29, 2018, Rand Logistics, Inc., and seven of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10175). In the petitions signed by CFO Mark S. Hiltwein, the Debtors listed total consolidated assets of $268,948,855 and total consolidated debt of $258,535,349 as of Nov. 30, 2017. The Debtors engaged Pepper Hamilton LLP as Delaware bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as general bankruptcy counsel; Conway Mackenzie, Inc., as turnaround manager, Miller Buckfire & Co. LLC as financial advisor; and Kurtzman Carson Consultants as noticing, balloting & claims agent. RAND LOGISTICS: US Trustee, et al., Object to Plan Disclosures -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Rand Logistics case and the U.S. Attorney's Office filed with the U.S. Bankruptcy Court separate objections to the Company's Joint Prepackaged Chapter 11 Plan of Reorganization and related Disclosure Statement. The U.S. Trustee asserts, "In determining whether to confirm the Plan, the Court faces two issues. First: A plan must divide creditors into classes, describe each class's treatment, and permit impaired classes to vote. Under the Debtors' plan, general unsecured creditors' claims 'pass through' as though the bankruptcy cases were never filed. General unsecured creditors cannot vote on the Plan, because their claims are classified as unimpaired. But the Plan's releases, injunctions, exculpations, and asset vesting provisions apply immediately. Does this treatment impair general unsecured creditors' claims such that the Debtors' plan solicitation was improper? Yes. Forcing creditors to give releases, enjoining them from taking action, limiting the for a in which they can pursue claims, curtailing rights otherwise available under state law (like interest, setoff, recoupment, and the right to amend claims because of later-discovered evidence) and vesting property out of their reach impairs their claims. But because the Plan treats these claims as unimpaired, these creditors did not have the opportunity to vote, and in some cases may not even know about the Debtors' bankruptcy cases. Unless the Debtors amend the Plan so that these creditors' rights are unimpaired until their claims are fully satisfied, the Debtors' solicitation was improper and their Plan is un-confirmable. Second: Releases may only be granted if they are allowed under the law, reasonable, and in the best interests of the bankruptcy estates. The Plan acts to release unknown, future, and undiscoverable claims. The Plan's released parties include a broad swath of related persons and entities. The releases act to release not only the claims of the Debtors (who themselves have consented and are aware), but those of their creditors and shareholders, who have not. Are these releases permissible and reasonable? No. Releases like the ones contained in the Plan are only appropriate (if they can be granted at all) if the released parties demonstrate that they have all provided consideration and all releasing parties have knowledge of and an opportunity to object to the releases." As previously reported by The Troubled Company Reporter, the Delaware bankruptcy court will convene a hearing on Feb. 27 to consider adequacy of the Disclosure Statement explaining the prepackaged Chapter 11 plan of Rand Logistics, Inc., et al. About Rand Logistics Rand Logistics, Inc. -- http://www.randlogisticsinc.com/-- provides bulk freight shipping services in the Great Lakes region. Through its subsidiaries, the Company operates a fleet of ten self-unloading bulk carriers, including eight River Class vessels and one River Class integrated tug/barge unit, and three conventional bulk carriers, of which one is operated under a contract of affreightment. The Company's vessels operate under the U.S. Jones Act -- which dictates that only ships that are built, crewed and owned by U.S. citizens can operate between U.S. ports - and the Canada Marine Act -- which requires Canadian commissioned ships to operate between Canadian ports. Headquartered in Jersey City, New Jersey, Rand Logistics was formed in 2006 through the acquisition of the outstanding shares of capital stock of Lower Lakes Towing Ltd. Common shares of Rand Logistics trade on the NASDAQ Capital Market under the symbol RLOG. On Jan. 29, 2018, Rand Logistics, Inc., and seven of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10175). In the petitions signed by CFO Mark S. Hiltwein, the Debtors listed total consolidated assets of $268,948,855 and total consolidated debt of $258,535,349 as of Nov. 30, 2017. The Debtors engaged Pepper Hamilton LLP as Delaware bankruptcy counsel; Akin Gump Strauss Hauer & Feld LLP as general bankruptcy counsel; Conway Mackenzie, Inc., as turnaround manager; Miller Buckfire & Co. LLC as financial advisor; and Kurtzman Carson Consultants as noticing, balloting & claims agent. REDEEMED CHR. CHURCH: Case Summary & 6 Unsecured Creditors ---------------------------------------------------------- Debtor: Redeemed Chr. Church of God Rvr. Of Life dba The Redeemed Christian Church of God 5617 54th Avenue Riverdale, MD 20737 Business Description: Redeemed Chr. Church of God Rvr. Of Life is a tax-exempt religous entity (as described in 26 U.S.C. Section 501). Chapter 11 Petition Date: February 22, 2018 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 18-12290 Judge: Hon. Wendelin I. Lipp Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Fax: (301) 881-8350 Email: steveng@cohenbaldinger.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Pastor Oluwagbemiga Adekunle, director. A copy of the Debtor's list of six unsecured creditors is available for free at: http://bankrupt.com/misc/mdb18-12290_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb18-12290.pdf REMARKABLE HEALTHCARE: Seeks Permission to Access Cash Collateral ----------------------------------------------------------------- Remarkable Healthcare of Carrollton, LP, and its affiliated debtors file with the U.S. Bankruptcy Court for the Eastern District of Texas an Emergency Motion seeking authority to use cash collateral to operate their businesses after the Petition Date and until confirmation. The Remarkable Debtors have not been able, in the ordinary course of business or otherwise, to obtain unsecured credit under Section 364(a) or 503(b)(1) of the Code or obtain alternative financing under more favorable terms under Section 364. As such, the Remarkable Debtors must use cash collateral to pay necessary to maintain operations of the businesses, utilities, or other overhead and expenses required for the maximization of the value of their assets through the bankruptcy process for the benefit of their estates and creditors. The Remarkable Debtors believe that these Secured Creditors are the only claimants that have an interest in the cash collateral: (a) Comerica Bank, which asserts that the Remarkable Debtors are indebted approximately as follows: (i) $2,969,071 borrowed against a $3,000,000 revolving line of credit; (ii) $509,512.56 remaining due under a $800,000 Small Business Agreement Note; and (iii) $605,686.34 remaining due under a $800,000 Small Business Administration Note; (b) Montgomery Capital Partners, claiming that the Remarkable Debtors still owed it approximately $434,512 remaining due under a $650,000 Note Purchase Agreement. (c) Southern Dallas and/or PeopleFund, which asserts that $60,709 remains due under a $250,000 Term Loan. As adequate protection for the use of cash collateral, the Remarkable Debtors request that the Court grant the Secured Creditors, effective on and after the effective date of the interim order, the following protections: (a) The Remarkable Debtors will submit to the Secured Creditors copies of all monthly reports required to be made to the U.S. Trustee, all filings made by the Remarkable Debtors with the Court, and all notices of hearings in this Reorganization Cases. (b) The Remarkable Debtors will maintain their Debtor-in-Possession Accounts in accordance with the orders of the Court applicable thereto and/or in accordance with the regulations of the Office of the U.S. Trustee. (c) The Remarkable Debtors will give the Secured Creditors proof of insurance coverage and maintain same on the tangible portions of the Collateral. (d) The Remarkable Debtors intend to stay current on all post-petition tax obligations. (e) The Secured Creditors will be granted a general and continuing lien upon and security interest in and to all of the Remarkable Debtors' right, title, and interests in, to, and against the Secured Creditors' collateral, acquired by the Remarkable Debtors after the Petition Date. Such replacement liens will be granted only to the extent necessary to replenish the diminution in value as of the Petition Date of the Secured Creditors' pre-petition liens and security interest and will not exceed the amount, priority, validity, perfection or enforceability of the Secured Creditors' lien position and rights as of the Petition Date. The replacement liens will not attach to avoidance actions or other actions under Chapter 5 of the Bankruptcy Code or any proceeds or recoveries therefrom. A full-text copy of the Debtor's Emergency Motion is available at http://bankrupt.com/misc/txeb18-40295-12.pdf About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and affiliates Remarkable Healthcare of Dallas, LP, Remarkable Healthcare of Fort Worth, LP, Remarkable Healthcare of Seguin, LP and Remarkable Healthcare, LLC filed voluntary petitions (Bankr. E.D. Tex. Case Nos. 18-40295 through 18-40300) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in both assets liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Remarkable Debtors' counsel. RENNOVA HEALTH: Reduces Stake in NanoVibronix to 0.1% as of Feb. 14 ------------------------------------------------------------------- Rennova Health, Inc. (f/k/a CollabRx, Inc.) disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Feb. 14, 2018, it beneficially owns 3,095 shares of common stock of NanoVibronix, Inc., constituting 0.1 percent of the shares outstanding. For the period from Feb. 6 through Feb. 12, 2018, Rennova sold a total of 2,000 Common Shares. Also, on Feb. 14, 2018, Rennova entered into a Common Stock Purchase Agreement with two investors pursuant to which Rennova sold an aggregate of 200,000 Shares. The purchase price was $4.00 per share. As a result of those transactions, Rennova ceased to be the beneficial owner of more than 5% of the Shares on Feb. 14, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/qH6cAV About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, the Company is creating the next generation of healthcare. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Rennova had $6.36 million in total assets, $25.15 million in total liabilities and a total stockholders' deficit of $18.78 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RIZVI & COMPANY: Allowed to Use Cash Collateral Until March 31 -------------------------------------------------------------- U.S. Bankruptcy Judge Mary Grace Diehl authorized Rizvi & Company, Inc., to use Signature Bank of Georgia's cash collateral in the ordinary course of its business through the earliest to occur of: (i) any order of the Court modifying such authority; (ii) a default; or (ii) the close of business on March 31, 2018. The Debtor is granted limited use of cash collateral on hand as of the Petition Date or has received since the Petition Date, including all products and proceeds of (i) the collateral and (ii) all funds in all bank accounts, all of which constitute cash collateral, which will be deposited into the operating accounts maintained at SunTrust Bank (***1152) and Bank of America (***0919). Absent the prior express consent of Signature Bank of Georgia, the use of cash collateral will be restricted to payment, from the operating account, in the ordinary course of business, only of the expenses specified in the budget. The Debtor is authorized to pay quarterly fees to the U.S. Trustee. As of the Petition Date, the Debtor is indebted to Signature Bank of Georgia in the approximate amount of $155,637. Accordingly, Signature Bank is authorized to liquidate the C.D. and apply the closing balance of the C.D. towards its claim. Every month until March 2018, the Debtor is required to furnish to Signature Bank and its counsel, a rolling income and expense statement broken down in the same categories as the Budget, comparing actual income and expenses received and paid to date to the projected income and expenses. Signature Bank is granted, as of the Petition Date, a continuing additional first-priority replacement lien (and a second-priority replacement lien for the real property) and security interest in and to all of the now existing or hereafter arising or after-acquired assets of the Debtor relating to the collateral, and in the operating account, to the same extent of the validity and priority of the pre-petition liens granted to Signature Bank, in order to secure Debtor's obligations to Signature Bank. In addition, Signature Bank will be entitled to an administrative claim to the extent, if any, that the adequate protection for Debtor's use of cash collateral proves to be inadequate. Signature Bank will have the right to inspect Debtor's books and records at the Debtor's offices or wherever the Debtor's records are maintained. Signature Bank will also have the right to inspect the collateral, the Debtor's business operations and the place of business and conduct any appraisals thereof. A full-text copy of the Order is available at: http://bankrupt.com/misc/ganb17-67908-60.pdf Counsel for Signature Bank of Georgia: J. William Boone, Esq. Doroteya N. Wozniak, Esq. James Bates Brannan Groover LLP 3399 Peachtree Road NE, Suite 1700 Atlanta, GA 30326 About Rizvi & Company Rizvi & Company, Inc., owns and operates a bakery with three retail locations at (i) 12850 Highway 9, Suite 1200, Alpharetta, Georgia; (ii) 10800 Alpharetta Highway, Suite 300 Roswell, Georgia; and (iii) 320 Town Center Avenue, Suite C-9, Suwanee, Georgia. Rizvi & Company filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-67908) on Oct. 12, 2017. In the petition signed by CFO Ali Rizvi, the Debtor estimated up to $50,000 in assets and $500,000 to $1 million in liabilities. RTR FARMS: Guaranty Bank Seeks Appointment Chapter 11 Trustee ------------------------------------------------------------- Guaranty Bank & Trust Company moves the Bankruptcy Court for the appointment of a trustee in the Chapter 11 case of RTR Farms, Inc., to ensure the integrity of these proceedings, to avoid waste and fraud, and to protect the interests of all creditors in this matter. RTR Farms is one of four wholly owned farming entities which are owned by Richard J. Young, Jr. RTR and Mr. Young are co-makers on debt owed to Guaranty Bank, a combined debt of not less than $1,829,707 which is secured by 2017 soybean crops and equipment. Guaranty Bank has discovered that RTR has diverted funds coming from the sale of 2017 crops to Hillhouse Farms -- an entity owned by Mr. Young, which entity has paid for some but not all of the land rent for 2017. Hillhouse Farms is not identified in the schedules filed in RTR's case but has paid for farm rents on farms represented to Guaranty Bank as having been planted by RTR. Based on the Hillhouse Farms account, which indicates unexplained transfers of funds between RTR, Hillhouse Planting Company, and Alligator Land Management, LLC, Guaranty Bank believes there is commingling of funds and/or farming activities without accounting to Guaranty Bank for the use of farming proceeds of RTR. Since Mr. Young owns 100% of each of these entities, Guaranty Bank argues that the transfers from one to another without explanation are essentially transfers to Mr. Young for which an accounting is due. RTR's Statement of Financial Affairs indicates that from Jan. 1, 2017 through the date of bankruptcy filing, RTR's operating avenue is approximately $443,331. Guaranty Bank claims that it has not been presented any checks from the sale of crops for endorsement. Guaranty Bank asserts that it is entitled to an accounting of the sale of its collateral. Additionally, Guaranty Bank has determined that Louis Dreyfus Company owes RTR $533,178 for 2017 crops in its possession, in addition to RTR's possession of crop insurance checks for 2017 in the amount of $533,177, which check reflect Guaranty Bank as co-payee. Likewise, RTR's Statement of Financial Affairs indicates payments for three leases, but none of which is shown to be an existing long term lease with A.B. Smith for $180,000 annual rent running through December 31, 2022. RTR has paid this rent through Hillhouse Farms with funds from an unidentified source. Guaranty Bank finds that RTR has dully prepared some of its fields for planting in 2018 although RTR has not requested the release of any crop proceeds for this purpose. Guaranty Bank believes that RTR has spent approximately $150,000 to prepare these fields and the source of those funds is undetermined and unreported and should be accounted. Guaranty Bank has also determined that RTR has deposited the sum of $89,925 from the sale of crops through Louis Dreyfus but is due to receive another $533,178 from Louis Dreyfus for 2017 crops delivered to and held by Louis Dreyfus. While it is not clear that these funds are reflected in the unspecified Accounts Receivable indicated in RTR’s revised disclosures -- indicating amount of $1,049,000 -- Guaranty Bank argues that these inconsistencies warrant independent verification and the appointment of a Trustee to protect the interests of Creditors. Moreover, on Feb. 14, 2018, Guaranty Bank received a telephone call from Louis Dreyfus indicating that Mr. Young had called and represented that RTR was not in bankruptcy and requesting the release of the proceeds of the sale of 2017 crops. This action appears to be an attempt to circumvent the proper lien of Guaranty Bank in the proceeds of the 2017 crop. As such, an independent Trustee is necessary in this case to protect the interests of Guaranty Bank and other creditors. Guaranty Bank & Trust Company Jay Gore III, Esq. Gore, Kilpatrick & Dambrino, PLLC 2000 Gateway, Suite 160 Post Office Box 901 Grenada, Mississippi 38902-0901 Tel: 662.226.1891 Fax: 662.226.2237 E-mail: jgore@gorekilpatrick.com About RTR Farms Inc. RTR Farms, Inc., is a privately owned company in Duncan, Mississippi, engaged in the farming industry. Richard Young, president and owner of RTR, filed his personal Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-14065) on Oct. 25, 2017. RTR Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-14067) on Oct. 25, 2017. The Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Neil P. Olack presides over the case. The Debtor tapped the Law Offices of Craig M. Geno, PLLC, as its legal counsel. SAILING EMPORIUM: Has Until May 1 to Exclusively File Plan ---------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland has extended, at the behest of The Sailing Emporium, Inc., the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including May 1, 2018, and July 1, 2018, respectively. As reported by the Troubled Company Reporter on Jan. 30, 2018, the Debtor said that cause exists in this case to extend the Exclusive Filing and Acceptance Periods because the Debtor and William Arthur Willis and Mary Sue Willis, the debtors and debtors in possession in jointly-administered Case No. 16-26458-TJC, recently closed a complicated transaction in which The Peoples Bank was paid its principal and other charges exceeding $2.4 million. The transaction, which involved the sale of parcels owned by the three estates, proved to be more time-consuming than anticipated. A copy of the court order is available at: http://bankrupt.com/misc/mdb16-24498-325.pdf About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. In the petition signed by William Arthur Willis, president, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor tapped Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, as counsel. The Debtor also engaged Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SENTRIX PHARMACY: Has Until April 16 to Exclusively File Plan ------------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Sentrix Pharmacy and Discount, LLC, the exclusive period during which only the Debtor may file a Plan for 60 days, through and including April 16, 2018 and the period for acceptance of the Debtor's plan, through and including June 15, 2018. As reported by the Troubled Company Reporter on Feb. 8, 2018, the Debtor sought the extension, saying that it will be in a better position to propose a Plan within the next 60 days. An agreed order granting agreement on motion to continue Evidentiary hearing on motion to waive appoint of ombudsman, motions for relief from stay, motion to dismiss, hearing on the motion to strike expert witness and request for status conference was entered by the Court on Jan. 29, 2018, and a preliminary hearing and status conference is set for March 14, 2018. The Parties in relation to these Motions have reached a settlement in principle and are in the process of drafting a Settlement Agreement. 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. In the petition signed by Spencer Maklin, its vice president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Raymond B. Ray presides over the case. Rappaport Osborne & Rappaport, PLLC, is the Debtor's bankruptcy counsel. Delle Fave Tarrasco & Co, CPA, LLP, is the Debtor's accountant; and Jason S. Mazer and Ver Ploeg & Lumpkin, P.A., is the insurance counsel. SEVEN STARS: Appoints BF Borgers as New Accountants --------------------------------------------------- The Audit Committee of the Board of Directors of Seven Stars Cloud Group, Inc. has approved the dismissal of Grant Thornton, China member firm of Grant Thornton International, as the Company's independent registered public accounting firm. The Audit Committee engaged GT in April 2017. The Company's prior independent registered public accounting firm that issued audit reports on the Company's financial statements as of and for the fiscal years ended 2016 and 2015 did not include an adverse opinion or a disclaimer of opinion in those reports, and those reports were not qualified or modified as to uncertainty, audit scope, or accounting principles. During its engagement with the Company, GT advised the Company of a material weakness in its internal control of financial reporting related to the design, documentation and implementation of effective internal controls over the review of the cash flow forecasts used in assessing the recoverability of licensed content. The Company has authorized GT to respond fully to inquiries of the successor accountant. GT has not issued any audit report on the consolidated financial statements of the Company for any prior fiscal year, including as of and for the years ended Dec. 31, 2017 and 2016 and therefore GT has not issued an audit report containing an adverse opinion or a disclaimer of opinion, nor has any audit report been qualified or modified as to uncertainty, audit scope or accounting principles. On Feb. 16, 2018, the Company appointed BF Borgers CPA PC as its new independent registered public accounting firm to audit the Company's financial statements as of and for the year ended Dec. 31, 2017. The decision to retain BF was approved by the Audit Committee. About Seven Stars Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc. -- http://www.sevenstarscloud.com/-- is an Intelligent Industrial Internet (3I) platform, creating an artificial intelligent & fintech-powered, supply chain solution for commercial enterprises. By utilizing cutting-edge and all-encompassing fintech-powered technologies plus resources such as Artificial Intelligence, Blockchain, Cloud Computing & Data ("ABCD"), Seven Stars Cloud provides efficient, secure and margin-expanding digital supply chain solutions and asset-backed securitization for global industrial energy, commodity, exhibition/trade show & Intellectual Property, clients & markets. The company is headquartered in Tongzhou District, Beijing, China. KPMG Huazhen LLP, in Beijing, China, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Webcast reported a net loss of $27.43 million in 2016 following a net loss of $8.54 million in 2015. As of Sept. 30, 2017, Seven Stars had $71.55 million in total assets, $47.76 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $22.53 million in total equity. SHIEKH SHOES: Court Inked Final Cash Collateral Order ----------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California has signed a final order authorizing Shiekh Shoes, LLC, to obtain postpetition replacement term loan secured by senior lien in order to payoff State Bank and Trust Company and to use of cash collateral pursuant to 11 U.S.C. Section 363. Section 13.b of the Interim Order is replaced and superseded by the following: "(b) Adequate Protection Junior Claim. Subject to the foregoing requirements set forth in this paragraph 13, pursuant to section 507(b) of the Bankruptcy Code, the Prepetition Second Lien Agent and the Prepetition Second Lien Lenders will have an allowed super-priority administrative expense claim (the "Adequate Protection Junior Claims") against the Debtor and its Estate. Until further order of the Court, the Adequate Protection Junior Claim will be subordinate to the State Bank Super-Priority Claim, with any issues or matters relating to any further subordination to be addressed at a further hearing and subject to further order of the Court. Subject to any further order, except as described herein or in the Interim Order, no cost or expense of administration under any provision of the Bankruptcy Code (whether incurred in this Chapter 11 Case or any Successor Case, whether for adequate protection, the lack of, or failure to provide, adequate protection, or otherwise), will be senior to, equal to, or pari passu with, the Adequate Protection Junior Claim." A full-text copy of the Final Order is available at: http://bankrupt.com/misc/cacb17-24626-439.pdf About Shiekh Shoes Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-24626) on Nov. 29, 2017. In the petition signed by CEO Shiekh E. Ellahi, the Debtor estimated total assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. The Debtor tapped SulmeyerKupetz, APC as its legal counsel; DJM Realty Services, LLC as real estate lease consultant; and KGI Advisors, Inc. as its financial advisor. On Dec. 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Cooley LLP. SOLARWINDS HOLDINGS: S&P Cuts 1st Lien Secured Debt Rating to 'B' ----------------------------------------------------------------- S&P Global Ratings revised its recovery and issue-level ratings on Austin, Texas, information technology infrastructure management software provider SolarWinds Holdings Inc.'s first- and second-lien debt. S&P said, "We lowered our issue-level rating on the first-lien secured debt to 'B' from 'B+' after revising the recovery rating to '3' from '2'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. "We raised our issue-level rating on the second-lien secured notes to 'B-' from 'CCC+' after revising the recovery rating to '5' from '6'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of payment default. "The rating actions reflect our view of SolarWinds' plan to reprice first- and second-lien debt and increase its first-lien term loan by $250 million to $1.93 billion. The proceeds of the term loan will be used, with cash on hand, to repay $305 million of the existing $680 million senior secured notes and associated breakage fees. The repricing transaction is expected to result in annual interest expense savings of around $35 million." ISSUE RATINGS--RECOVERY ANALYIS Key analytical factors S&P said, "For purposes of the analysis, we valued the company as a going concern, which would maximize value to creditors. We applied a 7x EBITDA multiple to an assumed distressed emergence EBITDA of $207 million to derive an estimated gross recovery value of $1.45 billion." The valuation multiple is consistent with that of similar software companies. S&P's simulated default scenario assumes a default occurring in 2021 as a result of an inability to consistently enhance products to maintain industry standards, or as a result of larger competitors selling products a la carte, allowing them to compete more favorably and resulting in lower renewal rates for SolarWinds. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $207 million -- EBITDA multiple: 7x -- LIBOR at default: 2.5% Simplified waterfall -- Net recovery value (after 5% administrative costs): $1.38 billion -- Valuation split (obligors/nonobligors): 75%/25% -- Value available to first-lien debt: $1.26 billion -- First-lien debt claims: $2 billion --Recovery expectations: 50%-70% (rounded estimate: 65%) -- Value available to senior secured notes and pari passu claims: $120 million -- Senior secured notes claims: $393 million --Recovery expectations: 10%-30% (rounded estimate: 10%) All debt amounts at default include six months' accrued prepetition interest. Collateral value equals asset pledges from obligors less priority claims plus equity pledges from nonobligors after nonobligor debt. RATINGS LIST SolarWinds Holdings Inc. Corporate Credit Rating B/Stable Issue Level Ratings Raised; Recovery Ratings Revised SolarWinds Holdings Inc. To From Senior Secured B- CCC+ Recovery Rating 5 (10%) 6 (5%) Issue Level Ratings Lowered; Recovery Ratings Revised SolarWinds Holdings Inc. Senior Secured B B+ Recovery Rating 3 (65%) 2 (70%) SUNSET PARTNERS: June 21 Continued Cash Collateral Hearing ---------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Lynne Riley, the duly appointed Chapter 11 trustee of Sunset Partners, Inc. and Chapter 7 trustee of Bema Restaurant Corporation to Use Cash Collateral on the same terms and conditions as previously ordered through and including the continued hearing which will be held on June 21, 2018 at 10:00 a.m. A full-text copy of the Order is available at http://bankrupt.com/misc/mab17-12178-220.pdf About Sunset Partners Sunset Partners, Inc., is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. Marc Berkowitz, president, signed the petitions. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The Trustee retained Casner & Edwards LLP as counsel. SWIFT STAFFING: 9 Affiliates' Voluntary Chapter 11 Case Summary --------------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Swift Staffing Arkansas, LLC 18-10626 431 West Main Street, Suite 400 Tupelo, MS 38804 Swift Staffing Alabama, LLC 18-10627 106 Oxmoor Road, Suite 148 Birmingham, AL 35209 Swift Staffing Georgia, LLC 18-10628 2880 Holcomb Bridge Road #118 Alpharetta, GA 30022 Swift Staffing North Carolina, LLC 18-10629 Swift Staffing Florida, LLC 18-10630 6406 NW 186th Street Miami, FL 33015 Swift Staffing Mississippi, LLC 18-10631 431 West Main Street, Suite 400 Tupelo, MS 38804 Swift Staffing Tennessee, LLC 18-10632 Swift Staffing Pennsylvania, LLC 18-10633 Rockhill Staffing Texas, LLC 18-10634 Business Description: Each of the Debtors is owned by Swift Staffing Holdings, LLC, a full-service provider of staffing services with offices across the United States. The Debtors are seeking joint administration of their cases into the Lead Case of Swift Staffing Holdings, Case No. 18-10616. Chapter 11 Petition Date: February 22, 2018 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Judge: Hon. Jason D. Woodard Debtors' Counsel: Craig M. Geno, Esq. Jarret P. Nichols, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Fax: 601-427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petitions were signed by Rodney Clay Dial, manager. The Debtors each did not file a list of 20 largest unsecured creditors together with the petitions. Copies of some of the petitions are available for free at: http://bankrupt.com/misc/msnb18-10626.pdf http://bankrupt.com/misc/msnb18-10627.pdf http://bankrupt.com/misc/msnb18-10628.pdf http://bankrupt.com/misc/msnb18-10630.pdf http://bankrupt.com/misc/msnb-1810631.pdf TAKATA CORP: Davis Polk Advising Volkswagen on Restructuring ------------------------------------------------------------ Davis Polk is advising Volkswagen AG and subsidiaries on the global restructuring of Takata Corporation and Subsidiaries. In February 2017, Takata Corporation pleaded guilty to wire fraud in connection with the Takata group's manufacture of airbag inflators containing non-desiccated phase-stabilized ammonium nitrate ("PSAN"), and agreed to pay $850 million in restitution to original equipment manufacturers ("OEMs"), including Volkswagen. Since then, Takata Corporation has entered into civil rehabilitation in Japan, while Takata's U.S. and Mexican entities have entered into chapter 11 bankruptcy in the Bankruptcy Court for the District of Delaware. In that context, Takata and its OEM customers have negotiated a global restructuring, under which Takata will sell its non-PSAN production lines to Key Safety Systems ("KSS") and place its PSAN-related production lines into a trust for the purpose of producing airbag replacement kits for certain OEMs and otherwise mitigating the ongoing recalls of its PSAN-based inflators. Under the terms of a global settlement agreement, a restructuring support agreement and other documents, Takata's major customers (including certain Volkswagen entities) have agreed to support Takata's global restructuring, including the sale to KSS. On February 16, 2018, the U.S. bankruptcy court confirmed the chapter 11 debtors' plan of reorganization over several objections, clearing the way for Takata to consummate its sale to KSS and satisfy its restitution obligations to its customers. Takata is one of the largest global producers of automotive safety parts, including seat belts, child restraints and airbags. Its products are incorporated into vehicles of nearly every major OEM. The Davis Polk restructuring team includes partners Timothy Graulich and Darren S. Klein and associates Natasha Tsiouris, Aryeh E. Falk, Benjamin M. Schak and Eugene Y. Park. The litigation team includes partner Elliot Moskowitz, counsel Michael J. Russano and associates Nikolaus Williams and Cindy S. McNair. All members of the Davis Polk team are based in the New York office. About TK Holdings Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. TK HOLDINGS: Statement on Chapter 11 Plan Confirmation ------------------------------------------------------ The United States Bankruptcy Court for the District of Delaware has confirmed the Fifth Amended Chapter 11 Plan of Reorganization filed by TK Holdings, Inc., Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. The confirmation of the Plan is a major milestone in the U.S. Chapter 11 Process and the Company's comprehensive restructuring, and it paves the way for Takata to complete its previously announced and Court-approved proposed sale to Key Safety Systems ("KSS"). The sale will be finalized upon TKH's emergence from Chapter 11, which is on target for completion on or about the end of the first quarter of 2018. The Plan was supported by several of TKH's main creditor constituencies, including the Official Committee of Unsecured Creditors, the Official Tort Claimants Committee, the Future Claimants' Representative, and a group of Takata's OEM customers representing more than 80% of the Company's annual sales. "We are very pleased to have reached this important milestone," said Mr. Katsumi Mitsuhashi, President of TKH. "The Court's approval of our Plan takes us one step closer to achieving our main objective of developing a path forward for Takata that resolves the costs and liabilities related to airbag inflator recalls. Our top priorities remain providing a steady supply of products to our valued customers, including replacement parts for recalls, and a stable home for our exceptional employees. We look forward to completing the restructuring process on or about the end of this quarter." Takata and TKH will now turn towards working to satisfy the conditions of the Plan and then emerging from Chapter 11 as soon as possible. Under the terms of the Plan, the sale of substantially all of Takata's global assets and operations to KSS will be consummated on the Effective Date of the Plan. Takata continues to work through proceedings under the Civil Rehabilitation Act in Japan. Takata EMEA (Europe, Middle East and Africa) maintains its financial independence and continues to operate on a financially solid basis. Mr. Mitsuhashi added, "We would not have been able to reach this important milestone without the hard work and dedication of Takata's employees around the world who have remained focused on our mission to ensure the adequate, uninterrupted supply of safe, high quality parts and components to our customers. We anticipate a quick and seamless integration with KSS, utilizing the combined strengths of both our teams to implement a smooth transition. We are confident that the combined business will be well positioned for long-term success in the global automotive industry." Takata expects to continue to meet demand for airbag inflator replacements without interruption. The restructuring proceedings and sale to KSS should have no effect on the ability of drivers to obtain replacements for recalled Takata airbag inflators free of charge. Vehicle owners in the U.S. should continue to visit https://www.airbagrecall.com/ for more information on airbag inflator replacements. Additional information regarding TKH's Chapter 11 restructuring including court filings and information about the claims process are available at www.TKrestructuring.com, or by calling TKH's claims agent, Prime Clerk, at 1-844-822-9229 (Toll free in U.S. and Canada) or 1-347-338-6502 (International). About TK Holdings Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. Takata Corp. filed for bankruptcy protection in Tokyo and the U.S., amid recall costs and lawsuits over its defective airbags. Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Together with the bankruptcy filings, Takata announced it has reached a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion. Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Prime Clerk is the claims and noticing agent. The Debtors Meunier Carlin & Curfman LLC, as special intellectual property counsel. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor. UBS Investment Bank also provides financial advice to KSS. On June 28, 2017, TK Holdings, as the foreign representative of the Chapter 11 Debtors, obtained an order of the Ontario Superior Court of Justice (Commercial List) granting, among other things, a stay of proceedings against the Chapter 11 Debtors pursuant to Part IV of the Companies' Creditors Arrangement Act. The Canadian Court appointed FTI Consulting Canada Inc. as information officer. TK Holdings, as the foreign representative, is represented by McCarthy Tetrault LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Trade Creditors and a separate Official Committee of Tort Claimants. The Official Committee of Unsecured Creditors has selected Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F. Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Washington, D.C., as its bankruptcy counsel. The Committee has also tapped Chuo Sogo Law Office PC as Japan counsel. The Official Committee of Tort Claimants selected Pachulski Stang Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the insurance policies. Sakura Kyodo Law Offices will serve as special counsel. Roger Frankel, the legal representative for future personal injury claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and Ashby & Geddes PA to serve as co-counsel. Takata Corporation ("TKJP") and affiliates Takata Kyushu Corporation and Takata Services Corporation commenced Chapter 15 cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9, 2017, to seek U.S. recognition of the civil rehabilitation proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as Takata's counsel in the Chapter 15 cases. TOPS HOLDING: March 6 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on March 6, 2018, at 11:00 a.m. in the bankruptcy case of Tops Holding II Corporation, et al. The meeting will be held at: United States Bankruptcy Court For the Southern District of New York One Bowling Green Room 511 New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Tops Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Holdings II Corporation, et al., filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on February 21, 2018. The petition was signed by chief financial officer David Langless. Judge Robert D. Drain presides over the Debtors' cases. The Debtors listed $977 million in total assets and $1.17 billion in total liabilities at December 30, 2017. Weil Gotshal & Manges LLP serves as counsel to the Debtors; EverCore Group LLC as investment banker; FTI Consulting Inc. as financial advisor; Hilco Real Estate, LLC as real estate advisor; and Epiq Bankruptcy Solutions Inc. as claims and noticing agent. TOWN SPORTS: Will Acquire Total Woman Gym and Spa for $8 Million ---------------------------------------------------------------- Town Sports International Holdings, Inc., announced that through its wholly-owned subsidiaries it has entered into an asset purchase agreement to acquire substantially all of the assets of the Total Woman Gym and Spa business from TW Holdings, Inc., SPAD Holdings, LLC, TW Glendale, Inc., and TW Westlake Village, Inc. Once consummated, this acquisition will add another women-focused fitness brand to the Company's growing fitness portfolio. The acquired assets of the California-based Total Woman business include 12 locations which TSI will continue to operate under the Total Woman brand. The locations to be acquired are in Alameda, Glendale, Irvine, Laguna Hills, Northridge, Placentia, San Jose, Studio City, Torrance, Valencia, Westlake Village and Woodland Hills. Upon closing, this acquisition will enhance and expand Total Woman's offerings for its members as TSI will introduce its robust digital offering in addition to new tailor made training programs. Founded in 1965 by visionaries Art and Adrienne Stone, Total Woman has grown into a California mainstay. "The opportunity to expand into California with a well-known brand was an easy decision," said Patrick Walsh, TSI's chief executive officer and chairman of the Board. As consideration for the acquisition, the Sellers will receive a purchase price of $8,000,000 in cash, subject to certain adjustments, on the closing date of the acquisition, $800,000 of which will remain in escrow for one year as an indemnity fund, subject to certain closing adjustments. The Purchase Price excludes the assumption of certain liabilities. The acquisition is subject to a number of closing conditions that must be satisfied prior to the Closing Date, as detailed in the APA. The acquisition is expected to close on or before April 3, 2018, however, there is no assurance that the Acquisition will close. The APA contains customary representations by the Sellers and the Buyers, as well as other customary provisions for a transaction of this nature. A full-text copy of the Asset Purchase Agreement is available at: https://is.gd/MllhIh About Town Sports International Headquartered in New York, Town Sports International Holdings, Inc., is the owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, owned and operated 164 fitness clubs as of Sept. 30, 2017, comprising 118 clubs in the New York metropolitan market (102 of which were under the "New York Sports Clubs" brand name and 16 of which were under the "Lucille Roberts" brand name), 28 clubs in the Boston metropolitan region under its "Boston Sports Clubs" brand name, 10 clubs (one of which is partly-owned) in the Washington, D.C. metropolitan region under its "Washington Sports Clubs" brand name, five clubs in the Philadelphia metropolitan region under its "Philadelphia Sports Clubs" brand name, and three clubs in Switzerland. These clubs collectively served approximately 588,000 members as of Sept. 30, 2017. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $230.85 million in total assets, $330.51 million in total liabilities and a total stockholders' deficit of $99.65 million. * * * In May 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. In May 2017, Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc., to stable from negative. At the same time, Moody's affirmed the Company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD', respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." TRACY CLEMENT: Trustee's Sale of Absolute's Membership Units Okayed ------------------------------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement's sale procedures in connection with the sale of 23 membership capital units of Absolute Energy, L.L.C. at an online auction to be conducted by Steffes Group, Inc. The sale is free and clear of liens, encumbrances, and other interests. The Trustee will hold proceeds from the sale of the Units in an amount not to exceed $245,000 in a segregated cash collateral deposit account for the benefit of CUSB Bank pending further order of the Court or agreement between the parties. The hearing on the Motion with respect to the request to approve the sale or sales of the membership units of Absolute Energy, L.L.C. to the successful bidder or bidders at the auction for such membership units is scheduled for March 29, 2018, at 10:30 a.m. About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. The attorneys for the Trustee are: Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com The Trustee retained Steffes Group, Inc., as auctioneer. US RAVE: Can Poll Creditors, Plan Approval Hearing on March 27 -------------------------------------------------------------- The Hon. Brenda T Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized US Rave, Inc., to solicit votes on its Chapter 11-exit Plan. The Court on Feb. 15 entered an order conditionally approving the Disclosure Statement (SMALL BUSINESS). The Court set a hearing to consider Final Approval of the Disclosure Statement and Confirmation of the Proposed Chapter 11 Plan of Reorganization to be held March 27, 2018, at 9:30 a.m. at Plano Bankruptcy Courtroom. The last day to Object to Confirmation is March 21. Ballots accepting or rejecting the Plan are due by March 23. US Rave filed its Chapter 11 Small Business Plan and explanatory Disclosure Statement on Feb. 14. The Plan documents reveal that since the filing of the bankruptcy, the Debtor has worked with a number of its secured creditors to continue operations. The Debtor has entered into agreements to return a number of trucks and trailers, and has entered into agreement with the remaining vehicles to continue operations. The Debtor's operations have been profitable during the bankruptcy process. According to the Plan, upon Confirmation, current ownership will maintain its status. Upon confirmation, Don Malik will have an annual salary of $120,000. The Plan says Class 5 Claimants (Allowed Unsecured Claims of Non-Insider Unsecured Creditors), are impaired and shall be satisfied as follows: All non-insider unsecured creditors shall share pro rate in the Class 5 unsecured creditors pool. The Class 5 Claimants shall include the deficiency claim of all creditors in class 3 and 4. The Debtor shall make monthly payments commencing on the Effective Date of $2,500 into the unsecured creditors’ pool. The Debtor shall make distributions to the Class 5 creditors every 90 days commencing 90 days after the Effective Date. The Debtor shall make a total of 60 payments into the unsecured creditors pool. The Class 5 creditors are impaired and entitled to vote on the Plan. Class 2 Claimants (Allowed Priority Tax Claims) also are impaired and shall be satisfied as follows: The Allowed Priority Amount of all Tax Creditor Claims shall be paid out of the revenue from the continued operations of the business. Collin County has filed a Proof of Claim for unpaid business property taxes. The Debtor believes the tax liability for unpaid Ad Valorem taxes to Collin County to be $6,529.94. The Ad Valorem Taxes will receive post-petition pre-confirmation interest at the state statutory rate of 12% per annum and post-confirmation interest at the rate of 12% per annum. The Debtors will pay the Ad Valorem Taxes in 60 equal monthly payments commencing on the Effective Date. The Debtor may pre-pay these taxes at any time without penalty. The Taxing Authorities shall retain their statutory senior lien position regardless of other Plan provisions, if any, to secure their Tax Claims until paid in full as called for by this Plan. Class 2 Claimants are entitled to vote on the Plan. Class 3 Claimant (Allowed Secured Claim of BMO Harris N.A.) is impaired and may vote on the Plan. According to the Plan, this claim shall be satisfied as follows: On or about December 3, 2014, the Debtor executed that a Loan and Security Agreement with General Electric Capital Corp. ("BMO") for the purchase of a 2015 Kennworth Model T680 VIN 1XKYD49X7FJ451688; and a 2015 Kennworth Model T680 VIN 3WKYD49X4FF451684. As of the Petition Date the balance owed to BMO was asserted to be $250,839.76. The Debtor shall retain the Collateral. The Debtor would show the current value of the Collateral is $136,900. The Debtor shall pay BMO $136,900 with interest at the rate of 6% per annum in 60 equal monthly installments of $2,647. BMO shall maintain its security interests in the Collateral until paid in full under the terms of this Plan. The Class 3 creditor shall have the right to assert a Class 5 Claim for the difference between the balance owed on the Petition Date and the amount of the Allowed Class 3 claim. Class 4 Claimant (Allowed Secured Claim of Mercedes Benz Financial Services USA LLC) is also impaired and shall be satisfied as follows: On or about December 18, 2014, the Debtor executed a Texas Motor Vehicle Retail Installment Contract ("Contract") with Mercedes Benz Financial Services USA, LLC ("Mercedes") for the purchase of a 2015 Freightliner Model Cascadia VIN 3AKJLLD55FSGS6075 ("Truck"); and a 2016 Great Dane Trailer VIN 1GRAA0623GW700067 (Trailer"). As of the Petition Date the balance on the Contract was asserted to be $149,405.42. The Debtor shall retain the Truck. The Debtor would show the current value ofthe Truck is $75,000. The Debtor shall pay Mercedes $68,450 with interest at the rate of 6% per annum under New Truck Contract in 60 equal monthly installments of $1,301. Mercedes shall maintain its security interests in the Truck until paid in full under the terms of this Plan. The Debtor has previously surrendered the Trailer to Mercedes. After the sale of the Trailer, Mercedes shall have the right to assert a Class 5 Claim for the difference between the balance owed on Contract on the Petition Date and the amount of the Class 4 Claim. The 4 Creditor is impaired and may vote on the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-42023-00039.pdf About US Rave Inc. US Rave, Inc. operates a trucking business in Allen, Texas. US Rave filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42023) on September 13, 2017. The petition was signed by Don Malik, its president. The Company previously filed a voluntary Chapter 11 case (Bankr. E.D. Tex. Case No. 16-41835) on Oct. 5, 2016. That case was dismissed August 10, 2017. Judge Brenda T. Rhoades presides over the 2017 case. The Debtor is represented by represented by Eric A. Liepins, Esq. At the time of filing, the Debtor estimates $629,000 in total assets and $1,120,000 in total liabilities. USI SERVICES: Wants Insurance Premium Finance Pact With FIRST ------------------------------------------------------------- USI Services Group, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of New Jersey for authority to enter into insurance premium finance agreement with FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A. The Debtors currently employ approximately 2,200 people while operating their business in the normal course. To the extent the Debtors provide janitorial, security, landscaping and snow removal it is necessary to maintain adequate insurance coverage, among which, includes commercial, general liability and excess liability insurance coverage. The Debtors have two existing accounts with FIRST Insurance Funding, a Division of Lake Forest Bank & Trust Company, N.A., for its umbrella, liability, general liability, and employment practices insurance coverage that was financed prior to the filing of the petition (Account numbers 900-6031587 & 900-5514815). As of Feb. 12, 2018, the Debtors owed eight additional payments of $4,001.75 for a total due on Account number 900-6031587 of $32,014. The remaining eight payments are due and owing monthly, with the next payment due on Feb. 25, 2018. Similarly, as of Feb. 12, 2018, the Debtors owed three additional payments of $34,465.34 for a total due on Account number 900-5514815 of $103,396.02. The remaining three payments are due and owing monthly, with the next payment due on Feb. 22, 2018. While payment of insurance obligations are an ordinary course of business payment authorized by the U.S. Bankruptcy Code, out of the abundance of caution, the Debtors are seeking approval of the remaining financed payments with FIRST for the insurance coverage in accordance with the agreements entered into prepetition. In addition, the Debtors are prepared to execute a Commercial Premium Finance Agreement with FIRST for the financing of the Debtors' insurance policies upon court approval. Pursuant to the Premium Finance Agreement, FIRST will provide financing to the Debtors for the purchase of the Policies which are essential for the operation of Debtors' business. Under the Premium Finance Agreement, the total premium amount is $449,100 and the total amount to be financed is $336,262.50. Under the Premium Finance Agreement, Debtors will become obligated to pay FIRST the sum of $343,938.60 in addition to the down payment that has already been paid on the amount of $112,837.50 and the balance in 10 monthly installments of $34,393.86 each. The installment payments are due on the 9th day of each month commencing on March 9, 2018. As collateral to secure the repayment of the total of payments, any late charges, attorney's fees and costs (Indebtedness) under the Premium Finance Agreement, Debtors are granting FIRST a security interest in, among other things, the unearned premiums of the Policies. The Premium Finance Agreement provides that the law of New Jersey governs the transaction. Pursuant to the terms of the Premium Finance Agreement, Debtors are appointing FIRST as its attorney-in-fact with the irrevocable power to cancel the policies and collect the unearned premium in the event Debtor is in default of its obligations under the Premium Finance Agreement. The Debtors and FIRST have reached an agreement that the adequate protection appropriate for this situation would be as follows: a) the Debtors be authorized and directed to timely make all payments due under the Premium Finance Agreements and FIRST be authorized to receive and apply payments to indebtedness owed by the Debtor to FIRST as provided in the Premium Finance Agreements; and b) if the Debtor does not make any of the payments due under the Premium Finance Agreements as they become due, the automatic stay will automatically lift to enable FIRST and/or third parties, including insurance companies providing the coverage under the Policies, to take all steps necessary and appropriate to cancel the Policies, collect the collateral and apply collateral to indebtedness owed to FIRST by the Debtor. In exercising the rights, FIRST and/or third parties will comply with the notice and other relevant provisions of the Premium Finance Agreement. The Debtors believe that the terms of the Premium Finance Agreement are commercially fair and reasonable including the granting of a lien on the Policies to FIRST. The Debtors are required to maintain adequate insurance coverage and without it, would be forced to cease operation. The Debtors have been unable to obtain unsecured credit to fund the Policies. A copy of the Debtors' request is available at: http://bankrupt.com/misc/njb18-10153-74.pdf About USI Services USI Services Group, Inc., provides facility management services and solutions to pharmaceutical campuses, commercial office buildings, shopping mall or national retailers, industrial complex or major entertainment venues. USI offers complete janitorial service programs, hard surface floor care, carpet care programs, window cleaning, post construction cleaning, landscaping & design, snow management, parking lot lighting, parking lot maintenance, parking lot striping, facility management, 3rd party contract management, HVAC services, security services, electronic security solutions and energy management. The company is headquartered in Union, New Jersey. USI Services Group and its affiliates filed Chapter 11 petitions (Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. In the petitions signed by Frederick G. Goldring, president, USI estimated at least $50,000 in assets and $1 million to $10 million in liabilities. The cases are assigned to Judge John K. Sherwood. Mandelbaum Salsburg P.C. serves as counsel to the Debtor. VESCO CONSULTING: 2nd Amended Reorganization Plan Confirmed ----------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado issued an order confirming VESCO Consulting Services, LLC's second amended plan of reorganization dated Jan. 29, 2018. The Debtor has complied with all applicable provisions of chapter 11 of the Bankruptcy Code, and the Plan has been proposed in good faith and the Plan is not proposed by any means forbidden by law. With respect to each impaired Class of Claims or Member Interests, each holder of a Claim or Member Interest has either accepted the Plan or has been deemed to have accepted the Plan. As of the Effective Date, the property of the Debtor will vest in Reorganized VESCO, subject to the terms of the Plan including the Liens retained by holders of Allowed Secured Claims. From and after the Effective Date, Reorganized VESCO may operate its business and may use, acquire, and dispose of its assets and property free of any restrictions of the Bankruptcy Code, but in accordance with the provisions of the Plan. As of the Effective Date, all assets of the Debtor and the Estate will be free and clear of all Claims, Liens encumbrances, charges, and other interests, except as provided in the Plan or this Confirmation Order. About VESCO Consulting Services VESCO Consulting Services, LLC, leases properties to mine construction aggregates (sand and gravel) and sells and delivers the material to its customers, which are typically concrete and asphalt producers as well as oil and gas construction companies. VESCO also engages in trucking activities, construction, custom crushing, and mine reclamation. VESCO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No. 16-21351) on Nov. 19, 2016. In the petition signed by Michael Miller, president, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Elizabeth E. Brown. The Debtor is represented by Kevin S. Neiman, Esq., at the Law Offices of Kevin S. Neiman, PC. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. VIP RESORT: Taps J&L Unlimited as Bookkeeper -------------------------------------------- VIP Resort, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire a bookkeeper. The Debtor proposes to employ J&L Unlimited, LLC, to provide general bookkeeping services; assist in the preparation of its schedules; and maintain its financial books and records. The firm will charge these monthly rates for its services: Bookkeeping or Payroll Only Starts at $100 Monthly Bookkeeping and Payroll Starts at $150 Monthly Jess Aquino Murillo, owner of J&L, disclosed in a court filing that she and other members of her firm do not hold or represent any interest adverse to the Debtor and its estate. J&L can be reached through: Jess Aquino Murillo J&L Unlimited, LLC 1011 W. Main Street, Suite 8 Jacksonville, AR 72076 Tel: (501) 457-7959/ (702) 283-0578 Fax: (702) 577-0417 E-mail: jltaxservice@gmail.com About VIP Resort VIP Resort LLC, formerly A-VIP Pet Resort -- http://www.a-vippetresort.com/-- is a privately owned provider of dog & cat boarding services. It is located in the heart of Las Vegas, just minutes from both McCarran International Airport and the famous Las Vegas Strip. VIP Resort sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-16841) on Dec. 27, 2017. In the petition signed by Kurt Williams, its managing member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Laurel E. Davis presides over the case. Schwartz Flansburg PLLC is the Debtor's legal counsel. WEATHERFORD INTERNATIONAL: Has Cash Tender Offer for 9.625% Notes ----------------------------------------------------------------- Weatherford International plc announced that Weatherford International Ltd., a Bermuda exempted company and indirect, wholly owned subsidiary of the Company, commenced a tender offer to purchase for cash any and all of its 9.625% senior notes due 2019. The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated Feb. 21, 2018 and a related notice of guaranteed delivery. The Tender Offer will expire at 5:00 p.m., New York City time, Feb. 27, 2018, unless extended or earlier terminated by Weatherford Bermuda. No tenders submitted after the Expiration Time will be valid. Subject to the terms and conditions of the Tender Offer, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes, plus accrued and unpaid interest, if any, on those Notes from the last interest payment date with respect to those Notes to, but not including, the Settlement Date (as that term is defined in the Offer to Purchase). Title of Notes: 9.625% Senior Notes due 2019 CUSIP Number: 947075AF4 Aggregate Principal Amount Outstanding: $485,196,000 Tender Offer Consideration: $1,069.00 Tendered Notes may be withdrawn from the Tender Offer prior to the earlier of (i) the Expiration Time and (ii) if the Tender Offer is extended, the 10th business day after the commencement of the Tender Offer, and as otherwise required by law. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the completion by Weatherford International, LLC, a Delaware limited liability company, of its concurrently announced offering of senior notes. Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Skandinaviska Enskilda Banken AB (publ), TD Securities (USA) LLC, RBC Capital Markets, LLC, Barclays Capital Inc., Standard Chartered Bank, UniCredit Capital Markets LLC and BBVA Securities Inc. are the dealer managers in the Tender Offer. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent for the Tender Offer. Persons with questions regarding the Tender Offer should contact Deutsche Bank Securities at (toll-free): (855) 287-1922 or (collect): (212) 250-7527. Requests for copies of the Offer Documents and other related materials should be directed to D.F. King & Co., Inc. at (toll-free): (888) 541-9895 or by email to weatherford@dfking.com or via the following web address: www.dfking.com/weatherford. About Weatherford Weatherford International plc (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company. Weatherford provides equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. The Company operates in over 90 countries and has a network of approximately 800 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,200 people. Weatherford reported a net loss attributable to the Company of $2.81 billion in 2017, a net loss attributable to the Company of $3.39 billion in 2016, and a net loss attributable to the Company of $1.98 billion in 2015. As of Dec. 31, 2017, Weatherford had $9.74 billion in total assets, $10.31 billion in total liabilities and a total shareholders' deficiency of $571 million. * * * As reported by the TCR on Nov. 20, 2017, Fitch Ratings affirmed Weatherford and its subsidiaries' Long-Term Issuer Default Ratings (IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating reflects exposure to the oilfield services sector and a stressed balance sheet. Fitch expects an extended down-cycle and delayed recovery from Fitch initial sector recovery expectations due to low to range-bound oil and gas prices. WEATHERFORD INTERNATIONAL: Will Sell $600 Million of Senior Notes ----------------------------------------------------------------- Weatherford International plc announced the launch of a private offering of $600 million aggregate principal amount of senior notes due 2025 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will be senior, unsecured obligations of Weatherford International, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of the Company. The Notes will be fully and unconditionally guaranteed, on a senior, unsecured basis, by the Company and by Weatherford International Ltd., a Bermuda exempted company and an indirect, wholly owned subsidiary of the Company. The purpose of the Offering is to repay in full the Company's 6.00% senior notes due March 2018, to fund a concurrently announced tender offer to purchase for cash any and all of the Company's 9.625% senior notes due 2019 and for debt repayment. The Offering is not conditioned on the consummation of the Tender Offer. The Tender Offer is conditioned on, among other things, the Offering. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. About Weatherford Weatherford International plc (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company. Weatherford provides equipment and services used in the drilling, evaluation, completion, production and intervention of oil and natural gas wells. The Company operates in over 90 countries and has a network of approximately 800 locations, including manufacturing, service, research and development, and training facilities and employs approximately 29,200 people. Weatherford reported a net loss attributable to the Company of $2.81 billion in 2017, a net loss attributable to the Company of $3.39 billion in 2016, and a net loss attributable to the Company of $1.98 billion in 2015. As of Dec. 31, 2017, Weatherford had $9.74 billion in total assets, $10.31 billion in total liabilities and a total shareholders' deficiency of $571 million. * * * In November 2017, Fitch Ratings affirmed Weatherford and its subsidiaries' Long-Term Issuer Default Ratings (IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating reflects exposure to the oilfield services sector and a stressed balance sheet. Fitch expects an extended down-cycle and delayed recovery from Fitch initial sector recovery expectations due to low to range-bound oil and gas prices. WEINSTEIN CO: To Seek Ch.11 Protection After Sale Talks End ----------------------------------------------------------- Jonathan Randles, writing for the The Wall Street Journal, reports that The Weinstein Co. said late Sunday it will file for bankruptcy after talks to sell the company outside of chapter 11 to a group led by businesswoman Maria Contreras-Sweet ended. "While we recognize that this is an extremely unfortunate outcome for our employees, our creditors and any victims, the Board has no choice but to pursue its only viable option to maximize the Company's remaining value: an orderly bankruptcy process," the Weinstein Co. said in an email, according to WSJ. The WSJ report notes the decision comes two weeks after New York Attorney General Eric Schneiderman filed a lawsuit against the studio alleging sexual harassment and civil-rights violations. The report also notes a chapter 11 filing will halt lawsuits that have been filed against the studio. Women who have sued the Weinstein Co. over Harvey Weinstein's alleged sexual misconduct would be treated as low-ranking creditors—behind banks that have lent the studio money. The report recounts the studio had been close to a deal with Ms. Contreras-Sweet's group before the lawsuit was filed and parties continued to discuss a deal after the legal action was taken. The studio said in an email that it would prepare a bankruptcy filing "in the coming days." According to a report by The New York Times, the deal with Contreras-Sweet was said to be worth $500 million -- "roughly $275 million for the Weinstein Company, plus the assumption of $225 million in debt." WSJ also relates the studio's board said in a separate letter addressed to Ms. Contreras-Sweet and billionaire Ron Burkle, who was backing the deal, that the most recent terms of a sale proposal they provided weren't viable. A recent draft from Ms. Contreras-Sweet and Mr. Burkle was incomplete and didn't include interim funding that would be needed to pay employees, and would have saddled the company with additional liabilities, the letter said. The board also said it had been working with its advisers over the last several days to present an agreement for Mr. Schneiderman's approval, the letter said. Ms. Contreras-Sweet and Mr. Burkle couldn't immediately be reached for comment. According to the report, Weinstein Co. has been searching for a buyer that could keep it out of bankruptcy. The proposed deal from Ms. Contreras-Sweet's group was the only known offer that wouldn't have required Weinstein Co. file for chapter 11 protection. Ms. Contreras-Sweet founded Latino-focused Pro-America Bank, which was bought by Pacific Commerce Bank in 2015. She also led the Small Business Administration under President Barack Obama. Gloria Allred, the attorney representing many of Harvey Weinstein's alleged victims, "was angry with the timing of the New York attorney general's lawsuit precisely because she feared it would kill the deal and lead to bankruptcy . . . which would hurt the victims' chances for compensation," as NPR's Elizabeth Blair told Morning Edition, according to an NPR report. WET SEAL: Delays Plan to Pursue Avoidance Actions, Tax Refunds -------------------------------------------------------------- The Wet Seal, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend the exclusive periods within which only the Debtors may file a chapter 11 plan and solicit acceptances thereof by approximately 90 days, through and including May 29, 2018, and July 30, 2018, respectively. Unless extended, the Debtors' Plan Period and Solicitation Period will expire on Feb. 27, 2018, and April 30, 2018, respectively. While the Debtors were pursuing the various value-maximizing liquidation efforts, they also negotiated, together with the Committee and Crystal Financial, LLC ("Senior Agent"), the continued consensual use of cash collateral during the pendency of these Chapter 11 Cases. As a result of those efforts, and upon the agreement reached with the Committee and the Senior Agent, the Court entered that certain Final Cash Collateral Order. Upon the terms set forth in the Final Cash Collateral Order, and the stipulation and numerous amended budgets filed subsequently thereto, the Debtors continue to, among other things, wind down their operations and seek to recover on claims held by the estates. The consensual use of cash collateral was most recently extended through and including March 31, 2018. On March 3, 2017, the Court entered a final order approving, among other things, the implementation of the store closing sales and related ecommerce sale initiatives described in the GOB Sale Motion, all of which concluded by or about the end of February 2017. In conjunction therewith, the Debtors vacated their retail properties, rejected their underlying nonresidential real property leases, ceased substantially all operations, and terminated substantially all of their employees. As discussed on the record at the March 3 hearing, the Court-approved settlement reached between the Debtors, the Committee and the Senior Agent established a waterfall that will govern the distribution scheme for the proceeds of certain avoidance actions that have been -- and will continue to be -- pursued by the Debtors' estates. According to the Final Cash Collateral Order, avoidance action proceeds will be distributed as follows: first, to the Senior agent, until such Senior Agent is repaid its prepetition claim in full; second, to fund the remainder of "stub rent" claims; third, to fund claims arising under section 503(b)(9) of the Bankruptcy Code; and fourth, to fund any other administrative claims that have not been paid during the course of the Chapter 11 Cases. As of February 21, 2018, the Senior Agent's prepetition claim has not been repaid in full. ASK LLP, the special counsel to the Debtors, is currently engaged with various potential defendants regarding the estates' claims arising under chapter 5 of the Bankruptcy Code, and the Debtors expect that ASK will continue to diligently consider all available recourse against such parties in an effort to maximize value for the Debtors' estates and creditors. The outcome of the Avoidance Actions, among other things, will determine whether the Debtors have sufficient assets to pursue a chapter 11 plan and/or make distributions to various creditors in connection therewith or otherwise, including with respect to “stub rent” claims and Section 503(b)(9) Claims. The Debtors report that as of February 21, 2018, ASK has settled numerous claims held by the estates, including a number that were significant in amount, and is preparing to pursue, or has already initiated, litigation against other defendants, as appropriate, while also continuing to resolve matters on a consensual basis. ASK, on behalf of the Debtors' estates, has filed numerous complaints against preference defendants and pretrial conferences have either occurred or continue to be scheduled, as appropriate. Moreover, ASK has successfully settled numerous Avoidance Actions, which has resulted in immediate payments to the Debtors and their estates. Additionally, at this time, Ernst & Young LLP, the tax advisory services provider of the Debtors, has continued to diligently interface with taxing authorities to pursue employment tax refunds, and the Debtors anticipate realizing valuable returns from these efforts. After satisfying any and all obligations to EY LLP, consistent with the terms of the cash collateral budget, any proceeds obtained by EY LLP on behalf of the Debtors' estates will, in the first instance, be used to further pay down the Senior Agent's prepetition claim, for the benefit of all interested parties. The Debtors believe that, with EY LLP's assistance, the estates may be able to recover significant proceeds through the preparation and pursuit of applicable refunds. Accordingly, the Debtors now seek an additional extension of the Exclusive Periods so that, among other things, ASK may be afforded sufficient time to further pursue the Avoidance Actions and recover maximum proceeds generated thereby, and EY LLP may, similarly, be afforded sufficient time to pursue tax refunds from applicable taxing authorities. The results of these respective efforts will, largely, allow the Debtors to determine the scope of future distributions and, in connection therewith, the prospect for a viable chapter 11 plan (or plans). Once the Avoidance Actions have run their course and the Debtors have otherwise explored all viable ways to realize value from the estates' remaining assets, including the pursuit of tax refunds by EY LLP, the Debtors will evaluate their administrative liabilities (if any) and determine the feasibility of a chapter 11 plan. Accordingly, the Debtors believe that it is appropriate to maintain the Exclusive Periods so as to reduce any administrative expenses that may be incurred in connection with any competing chapter 11 plan(s) that are filed before it can be accurately determined whether any chapter 11 plan can be confirmed and, if so, which Debtors have the ability to do so. About The Wet Seal The Wet Seal, LLC, and its affiliates are a national multi-channel specialty retailer selling fashion apparel and accessory items designed for female customers aged 18 to 24 years old. They are currently comprised of two primary units: the retail store business and an e-commerce business. Through their retail store business, they operate approximately 142 retail locations in 37 states, principally in lease-based mall locations. They also have historically sold gift cards, which business has been primarily operated through The Wet Seal Gift Card, LLC. The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2, 2017. The petitions were signed by Judd P. Tirnauer, executive vice president and chief financial officer. The cases are assigned to Judge Christopher S. Sontchi. The Debtors estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq., Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young Conaway Stargatt & Taylor, LLP, as counsel. They also tapped Berkeley Research Group, LLC, as financial advisors; Hilco IP Services, LLC dba Hilco Streambank as intellectual property disposition consultant; and Donlin, Recano & Company as claims and noticing agent. The Debtors employ Ernst & Young LLP, as tax advisor to the Debtors. The Official Committee of Unsecured Creditors tapped Cooley LLP and Saul Ewing LLP as its attorneys. WWLC INVESTMENT: Plan Confirmation Hearing Set for March 27 ----------------------------------------------------------- The Hon. Brenda T Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas has given WWLC Investment, L.P. the green light to poll its creditors on its Chapter 11 Plan of Reorganization. Judge Rhoades on Feb. 14 entered an Order approving an Amended Disclosure Statement explaining the Debtor's revised Chapter 11 Plan. The Debtor filed the Amended Plan documents on Feb. 14. The Court will hold a hearing to consider confirmation of the Amended Plan on March 27, 2018, at 9:30 a.m. at Plano Bankruptcy Courtroom. The last day to Object to Confirmation is March 19. Ballots accepting or rejecting the Plan are due by March 21. About WWLC Investment WWLC Investment, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-41913) on Sept. 1, 2017. In the petition signed by authorized representative Wendy Chen, the Debtor estimated assets and liabilities of less than $50,000. Judge Brenda T. Rhoades presides over the case. The Debtor hired Quilling Selander Lownds Winslett & Moser, P.C., as legal counsel; and Palmer & Manuel, LLP, and The Erikson Firm as special counsel. WWLC INVESTMENT: Wins Extension of Plan Exclusivity --------------------------------------------------- The Hon. Brenda T Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas granted the request of WWLC Investment, L.P. to increase the 180-day exclusivity period to confirm a Chapter 11 Plan. As reported by the Troubled Company Reporter on Feb. 5, 2018, WWLC Investment, L.P., asked the Court for an extension of the 180-day exclusive period to confirm its Plan until April 13, 2018. The Debtor said that the time requirements for obtaining a setting on both a disclosure statement and confirmation hearing within 60 days from filing a plan and disclosure statement is challenging anytime of the year, but is more so at the end of the year. The Debtor filed its Plan on Dec. 29, 2017. Typical delays caused by the end-of-the-year holidays and vacations partially resulted in the disclosure statement hearing being set on Feb. 13, 2018 using 46 of the 60 days. The Debtor noted that it continues to have the exclusive right to solicit votes for its Plan until Feb. 27, 2018. The process to set a confirmation hearing requires at least 28-day notice of the deadline to object to confirmation of the Plan, with the hearing typically a week later. Along with a few additional days for the Debtor to accomplish the mail-out of the Plan, Disclosure Statement, Ballots and Notice of Hearing, the Debtor will require approximately 6-weeks to reach confirmation after the disclosure statement hearing. Given the scheduling challenges, the Debtor believes that it will not be able to obtain approval of its Disclosure Statement any earlier than February 13, 2018. Moreover, the Debtor asserts that its plan is likely to be accepted by its creditors and confirmed in a timely fashion since the Plan provides for 100% payment of all allowed claims. About WWLC Investment WWLC Investment, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-41913) on Sept. 1, 2017. In the petition signed by authorized representative Wendy Chen, the Debtor estimated assets and liabilities of less than $50,000. Judge Brenda T. Rhoades presides over the case. The Debtor hired Quilling Selander Lownds Winslett & Moser, P.C., as legal counsel; and Palmer & Manuel, LLP, and The Erikson Firm as special counsel. YONG XIN: Needs More Time for Ocean View Estate Project OK ---------------------------------------------------------- Yong Xin Investment Group, LLC, asks the U.S. Bankruptcy Court for the Central District of California to extend to July 1, 2018, the exclusive period during which only the Debtor can file a plan. The 120-day period during which only the Debtor can file a plan under 11 U.S.C. Section 1121(d) will expire on March 20, 2018. The 90-day period during which the Debtor must file a plan under 11 U.S.C. Section 362(d)(3)will expire on Feb. 18, 2018. The Debtor believes that an extension of the deadline to July 1 should be sufficient to resolve any claim objections, to apprise the Court of the status of the final map process, and to file a disclosure statement and plan. The resolution of claims will affect the nature, classification and amount of claims, which is necessary for the formulation of the plan of reorganization. The Debtor is in the process of obtaining a final map for the development of Ocean View Estate Project, a real estate project for building 17 single family homes in Los Angeles County, and granting an extension would allow sufficient time for the County to consider the Debtor's proposal. The Debtor has commenced making adequate protection payments to the secured creditor Ta Siu and Qin Chen on Feb. 15, 2018. The Court has set a deadline of April 2, 2018, as the bar date for filing claims, and May 1, 2018, as the deadline for filing objections to claims. In compliance with the Court's ruling, the Debtor sent notices of bar date to all interested parties on Jan. 31, 2018. The Debtor has promptly prosecuted this case by obtaining a claims bar date and by serving the notice of claims bar date. After the creditors have timely filed their claims, the resolution of claim disputes is crucial to the formulation of a plan of reorganization. Whether or not the County would grant the final map as well as the details of the approved map would affect the Debtor's development plan, which is key to the success of the Debtor's reorganization. Moreover, no creditor has filed any motion designating this case as a single asset real estate case, nor has the Court determined that the Debtor's case is a single asset real estate case, thereby triggering the 30-day requirement under 11 U.S.C. Section 362(d)(3). Furthermore, the Debtor has negotiated with counsel for the secured creditor Ta Siu and Qin Chen regarding payment of adequate protection during the pendency of this case. Within 90 days after the petition date, on Feb. 15, 2018, the Debtor made the first monthly adequate protection payment in the amount of $20,800 to the secured creditor. The Debtor believes that Section 362(d)(3) may not be applicable to this case since there has been no determination that this case is subject to such section. However, in an abundance of caution, the Debtor started making adequate protection payment to the secured creditor in an attempt to resolve all disputes between the parties without wasting the Court's valuable time. Assuming Section 362(d)(3) is applicable, the Debtor respectfully requests that the 90-period for filing a plan be extended to July 1, 2018. In light of the peculiar circumstances in this case, i.e., the complicated procedures involved in obtaining a final map from the County of Los Angeles, an extension in this case is well within the limits of reasonableness. A copy of the Motion is available at: http://bankrupt.com/misc/cacb17-24288-25.pdf About Yong Xin Investment Group Yong Xin Investment Group, LLC, is a California Domestic Limited Liability Company founded in 2013 engaged in the real estate business. The company owns 40 acres of land in Hacienda Heights, California, valued by the company at $6.50 million. Qing Zhang holds 90% LLC membership interest in Yong Xin Investment. The remaining 10% is held by Howard Shih. Yong Xin Investment filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-24288) on Nov. 20, 2017. The petition was signed by Howard Shih, its manager. James S. Yan, Esq., at Law Offices of James S. Yan represents the Debtor as counsel. Judge Robert N. Kwan presides over the case. At the time of filing, the Debtor estimated $6.52 million in assets and $8.02 million in liabilities. [*] Hunton & Williams, Andrews Kurth Kenyon Vote to Combine Firms ----------------------------------------------------------------- Hunton & Williams LLP and Andrews Kurth Kenyon LLP on Feb. 21, 2018, disclosed that both partnerships have approved an agreement to combine effective April 2, 2018, to become Hunton Andrews Kurth LLP. Both firms' partnerships voted overwhelmingly to approve the combination, which will create a 1,000-lawyer firm operating through 15 domestic and five international locations, making it one of the top 50 US legal practices by headcount and anticipated combined revenue. Hunton Andrews Kurth will have approximately 300 lawyers in four Texas offices, more than 200 lawyers in Richmond and more than 150 lawyers in each of New York and Washington. It will bring together preeminent energy practices, as well as sophisticated capital markets, financial services and commercial litigation practices. Wally Martinez, managing partner of Hunton & Williams, said: "This is a merger of two great firms already aligned around complementary practices and geography. Together we strike a bolder geographic footprint in key markets and establish ourselves as a powerhouse in Texas. Our focus on providing exceptional client service will not change. We will integrate our formidable transactional, litigation and regulatory practices to serve our clients in shared areas of industry strength. This will greatly benefit our clients and our people." Robert V. Jewell, managing partner of Andrews Kurth Kenyon, said: "Hunton Andrews Kurth brings together the history, reputation, experience and resources of the legacy firms to create a law firm that is greater than the sum of its parts. We are excited about the opportunities this combination provides for our firm and our clients." Martinez will serve as managing partner of the combined firm, and Jewell will become managing partner emeritus. Current Hunton Executive Committee Chairman George C. Howell III will remain chairman of the combined firm's executive committee, which will be comprised of five legacy Andrews Kurth Kenyon partners and nine legacy Hunton & Williams partners. The merger is expected to take effect after the close of Hunton's fiscal year at the end of March. About Hunton & Williams LLP Hunton & Williams -- http://www.hunton.com/-- is a global law firm serving clients in the United States, Europe, Latin America and Asia. The firm handles transactional, litigation and regulatory matters for a diverse client base, with significant experience in energy, financial services, real estate, retail and consumer products, and privacy and cybersecurity. About Andrews Kurth Kenyon LLP Andrews Kurth Kenyon -- http://www.andrewskurthkenyon.com/-- represents a wide array of clients in multiple industries. [*] James Snyder Joins Sidley Austin LLP as Partner --------------------------------------------------- BankruptcyData.com reported that Sidley Austin LLP announced that James Snyder has joined the firm in Chicago as a Partner in its Global Finance practice. He was formerly a Partner at Winston & Strawn LLP; and Snyder is focused on commercial finance matters, including corporate lending transactions, acquisition finance, specialty lending and other complex investments. He has considerable experience representing both banks and alternative lenders in senior secured and unsecured credit facilities, first-out last-out, unitranche and other one-stop financings, first and second lien transactions, mezzanine and subordinated financings and cash flow and asset-based transactions. Snyder has counseled both lenders and borrowers in connection with debtor-in-possession financings, bankruptcy exit facilities, workouts and restructurings and has also has advised private equity firms as well as public and private corporations in financings and general corporate matters. [*] Orange Lake to Sell $280,000 in Timeshare Loans --------------------------------------------------- Orange Lake Country Club, Inc., will sell at public auction about $280,512.10 of defaulted timeshare loans. Orange Lake serves as sub-servicer of the defaulted timeshare loans, and is selling the Property in bulk. The Auction will take place on Wednesday, March 7, 2018 commencing at 10:00 am at the lobby of 1201 Elm Street, Suite 4600, Dallas, Texas 75270. The outstanding principal balance of the loans comprising the Property is approximately $280,512.10. A minimum bid amount will be required and such amount will be announced to interested parties 30 minutes prior to the Auction. It is anticipated that the minimum bid amount will exceed $241,537.80 -- Estimated Minimum Purchase Price. The Property will be conveyed via allonge(s) and one or more unrecorded collateral assignment of mortgages/deeds of trust without warranties of any kind and without title insurance. To qualify to bid, an interested party must 30 minutes prior to the Auction provide evidence satisfactory to Sub-servicer of its ability to within 1 hour of the Auction produce cash or a cashier's check in an amount exceeding the Estimated Minimum Purchase Price. Information regarding the Property will be made available to qualified bidders prior to the commencement of the Auction, and such information will relate to the performance of the entirety of the loan portfolio comprising the Property rather than information regarding individual loans. The Sub-Servicer may withdraw one or more, or all, of the loans comprising the Property at any time through and including the time of the Auction. The right is reserved to adjourn the day, time and place of the Auction without further publication. [*] Orange Lake to Sell $556,000 in Timeshare Loans --------------------------------------------------- Orange Lake Country Club, Inc., will sell at public auction about $556,451.71 in defaulted timeshare loans. Orange Lake Country Club, Inc., serves as sub-servicer of the defaulted timeshare loans, and is selling the Property in bulk. The Auction shall take place on Wednesday, March 7, 2018 commencing at 10:15 am at the lobby of 1201 Elm Street, Suite 4600, Dallas, Texas 75270. The outstanding principal balance of the loans comprising the Property is approximately $556,451.71. A minimum bid amount will be required and such amount will be announced to interested parties 30 minutes prior to the Auction. It is anticipated that the minimum bid amount will exceed $409,827.18 -- Estimated Minimum Purchase Price. The Property will be conveyed via allonge(s) and one or more unrecorded collateral assignment of mortgages/deeds of trust without warranties of any kind and without title insurance. To qualify to bid, an interested party must 30 minutes prior to the Auction provide evidence satisfactory to Sub-servicer of its ability to within 1 hour of the Auction produce cash or a cashier's check in an amount exceeding the Estimated Minimum Purchase Price. Information regarding the Property will be made available to qualified bidders prior to the commencement of the Auction, and such information will relate to the performance of the entirety of the loan portfolio comprising the Property rather than information regarding individual loans. The Sub-Servicer may withdraw one or more, or all, of the loans comprising the Property at any time through and including the time of the Auction. The right is reserved to adjourn the day, time and place of the Auction without further publication. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE OU1 GR 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT CN 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT2EUR EU 92.3 (56.6) (34.0) AGENUS INC AJ81 GR 149.3 (51.6) 29.9 AGENUS INC AGEN US 149.3 (51.6) 29.9 AGENUS INC AJ81 TH 149.3 (51.6) 29.9 AGENUS INC AGENEUR EU 149.3 (51.6) 29.9 AGENUS INC AJ81 QT 149.3 (51.6) 29.9 AGENUS INC AGENUSD EU 149.3 (51.6) 29.9 ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GZ 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 138.6 (190.4) (5.7) AMYRIS INC 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2,436.6 MCDONALDS CORP MCD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD CI 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO QT 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDCHF EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDEUR EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO GZ 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD AV 33,803.7 (3,268.0) 2,436.6 MCDONALDS-CEDEAR MCD AR 33,803.7 (3,268.0) 2,436.6 MDC PARTNERS-A MDCA US 1,781.9 (92.6) (232.9) MDC PARTNERS-A MD7A GR 1,781.9 (92.6) (232.9) MDC PARTNERS-A MDCAEUR EU 1,781.9 (92.6) (232.9) MEDLEY MANAGE-A MDLY US 135.5 (11.6) 35.7 MICHAELS COS INC MIK US 2,306.1 (1,732.8) 482.5 MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5 MIRAGEN THERAPEU MGEN US 47.1 39.0 39.9 MIRAGEN THERAPEU 0K1R LN 47.1 39.0 39.9 MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N QT 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N TH 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIEUR EU 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIUSD EU 4,546.1 (184.0) (66.1) MOODY'S CORP DUT GR 8,605.2 (114.9) 517.3 MOODY'S CORP MCO US 8,605.2 (114.9) 517.3 MOODY'S CORP DUT TH 8,605.2 (114.9) 517.3 MOODY'S CORP MCOEUR EU 8,605.2 (114.9) 517.3 MOODY'S CORP DUT QT 8,605.2 (114.9) 517.3 MOODY'S CORP MCO* MM 8,605.2 (114.9) 517.3 MOODY'S CORP DUT GZ 8,605.2 (114.9) 517.3 MOODY'S CORP MCOUSD EU 8,605.2 (114.9) 517.3 MOODY'S CORP 0K36 LN 8,605.2 (114.9) 517.3 MOSAIC A-CLASS A MOSC US 0.6 (0.0) (0.0) MOSAIC ACQUISITI MOSC/U US 0.6 (0.0) (0.0) MOTOROLA SOLUTIO MTLA GR 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA TH 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI US 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MOT TE 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA QT 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1EUR EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA GZ 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1USD EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO 0K3H LN 8,208.0 (1,727.0) 1,019.0 MSG NETWORKS- A MSGN US 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 GR 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 TH 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 QT 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNEUR EU 851.8 (743.2) 229.6 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0 NAVISTAR INTL IHR GR 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAV US 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR TH 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR QT 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR GZ 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVEUR EU 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVUSD EU 6,135.0 (4,574.0) 515.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 237.8 (32.4) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYMXUSD EU 1.3 (0.7) (0.7) PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5 PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5 PAPA JOHN'S INTL PZZAEUR EU 550.9 (39.4) 29.5 PHILIP MORRIS IN PM1EUR EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI SW 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 TE 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 TH 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1CHF EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GR 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM US 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM FP 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI1 IX 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI EB 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 QT 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GZ 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM LN 42,968.0 (10,230.0) 5,632.0 PINNACLE ENTERTA PNK US 3,950.2 (321.0) (161.1) PINNACLE ENTERTA 65P GR 3,950.2 (321.0) (161.1) PLANET FITNESS-A PLNT US 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL TH 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL GR 1,092.5 (136.9) 65.0 PLANET FITNESS-A 3PL QT 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1EUR EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A PLNT1USD EU 1,092.5 (136.9) 65.0 PLANET FITNESS-A 0KJD LN 1,092.5 (136.9) 65.0 PLAYAGS INC AGS US 639.8 (19.5) 30.6 PROS HOLDINGS IN PH2 GR 288.7 (47.0) 100.0 PROS HOLDINGS IN PRO US 288.7 (47.0) 100.0 QUANTUM CORP QTM1USD EU 211.2 (124.3) (48.3) REATA PHARMACE-A RETA US 160.4 (132.4) 108.2 REATA PHARMACE-A 2R3 GR 160.4 (132.4) 108.2 REATA PHARMACE-A RETAEUR EU 160.4 (132.4) 108.2 REGAL ENTERTAI-A RGC US 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RETA GR 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RGCEUR EU 2,672.2 (855.2) (59.1) REMARK HOLD INC MARK US 109.7 (9.4) (58.2) REMARK HOLD INC MARKUSD EU 109.7 (9.4) (58.2) RESOLUTE ENERGY R21 GR 792.3 (73.8) (109.3) RESOLUTE ENERGY REN US 792.3 (73.8) (109.3) RESOLUTE ENERGY RENEUR EU 792.3 (73.8) (109.3) RESTORATION ROBO HAIR US 16.0 (14.0) (7.5) RESTORATION ROBO 0RR TH 16.0 (14.0) (7.5) RESTORATION ROBO HAIREUR EU 16.0 (14.0) (7.5) REVLON INC-A REV US 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 GR 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 TH 3,167.8 (701.9) 241.5 REVLON INC-A REVEUR EU 3,167.8 (701.9) 241.5 RH RH US 1,801.6 (25.3) 219.2 RH RS1 GR 1,801.6 (25.3) 219.2 RH RH* MM 1,801.6 (25.3) 219.2 RH RHEUR EU 1,801.6 (25.3) 219.2 RH 0KTF LN 1,801.6 (25.3) 219.2 ROSETTA STONE IN RST US 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 TH 196.8 (1.4) (58.1) ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1) ROSETTA STONE IN RST1USD EU 196.8 (1.4) (58.1) RR DONNELLEY & S DLLN GR 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRD US 3,956.7 (163.0) 740.3 RR DONNELLEY & S DLLN TH 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRDEUR EU 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRDUSD EU 3,956.7 (163.0) 740.3 RYERSON HOLDING RYI US 1,817.3 (14.4) 731.7 RYERSON HOLDING 7RY GR 1,817.3 (14.4) 731.7 SALLY BEAUTY HOL SBH US 2,113.3 (342.6) 573.7 SALLY BEAUTY HOL S7V GR 2,113.3 (342.6) 573.7 SANCHEZ ENERGY C SN US 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SN* MM 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S TH 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SNUSD EU 2,240.1 (90.4) (43.2) SBA COMM CORP 4SB GR 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBAC US 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBJ TH 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBACEUR EU 7,300.5 (2,257.8) (698.6) SBA COMM CORP 4SB GZ 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBACUSD EU 7,300.5 (2,257.8) (698.6) SBA COMM CORP 0KYZ LN 7,300.5 (2,257.8) (698.6) SCIENTIFIC GAMES SGMS US 7,062.4 (1,976.5) 554.8 SCIENTIFIC GAMES TJW GR 7,062.4 (1,976.5) 554.8 SIGA TECH INC SIGA US 148.7 (312.8) 27.9 SIRIUS XM HOLDIN SIRI US 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO TH 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GR 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO QT 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIEUR EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GZ 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI AV 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIUSD EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN 0L6Z LN 8,329.4 (1,523.9) (2,350.6) SIX FLAGS ENTERT SIX US 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT 6FE GR 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXEUR EU 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXUSD EU 2,456.7 (10.7) (76.8) SOLARWINDOW TECH WNDW US 3.0 (0.9) 2.6 SOLARWINDOW TECH 2N0N GR 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDWUSD EU 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDW LN 3.0 (0.9) 2.6 SONIC CORP SONC US 552.9 (237.3) 38.7 SONIC CORP SO4 GR 552.9 (237.3) 38.7 SONIC CORP SONCEUR EU 552.9 (237.3) 38.7 SONIC CORP SO4 TH 552.9 (237.3) 38.7 STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5) STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5) SYNTEL INC SYNT US 483.7 (12.9) 157.2 SYNTEL INC SYE GR 483.7 (12.9) 157.2 SYNTEL INC SYE TH 483.7 (12.9) 157.2 SYNTEL INC SYE QT 483.7 (12.9) 157.2 SYNTEL INC SYNT1EUR EU 483.7 (12.9) 157.2 SYNTEL INC SYNT* MM 483.7 (12.9) 157.2 SYNTEL INC SYNT1USD EU 483.7 (12.9) 157.2 TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6 TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRDEUR EU 2,111.3 (15.0) 735.6 TAUBMAN CENTERS TU8 GR 4,214.6 (142.5) - TAUBMAN CENTERS TCO US 4,214.6 (142.5) - TAUBMAN CENTERS 0LDD LN 4,214.6 (142.5) - TINTRI INC TNTR US 100.9 (68.4) 3.5 TINTRI INC 0LFL LN 100.9 (68.4) 3.5 TOWN SPORTS INTE CLUB US 230.9 (99.7) (4.1) TRANSDIGM GROUP T7D GR 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDG US 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D QT 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGEUR EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D TH 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGUSD EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP 0REK LN 10,112.1 (2,599.7) 1,447.9 TUPPERWARE BRAND TUP US 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP GR 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP QT 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP GZ 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP TH 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP1EUR EU 1,298.1 (116.5) 35.1 TUPPERWARE BRAND TUP1USD EU 1,298.1 (116.5) 35.1 ULTRA PETROLEUM UPL US 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPL1EUR EU 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 GR 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 TH 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 QT 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPL1USD EU 1,862.1 (1,257.8) (157.3) UNISYS CORP UIS EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISCHF EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISEUR EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS US 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS1 SW 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 TH 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GR 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GZ 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 QT 2,542.7 (1,325.7) 418.6 UNITI GROUP INC UNIT US 4,292.2 (1,052.9) - UNITI GROUP INC 8XC GR 4,292.2 (1,052.9) - UNITI GROUP INC 0LJB LN 4,292.2 (1,052.9) - VALVOLINE INC VVV US 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 GR 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 TH 1,827.0 (194.0) 367.0 VALVOLINE INC VVVEUR EU 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 QT 1,827.0 (194.0) 367.0 VECTOR GROUP LTD VGR GR 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR US 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR QT 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGREUR EU 1,409.9 (318.2) 431.7 VERISIGN INC VRS TH 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GR 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN US 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS QT 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNEUR EU 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GZ 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN* MM 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNUSD EU 2,941.2 (1,260.3) 885.6 VIEWRAY INC VRAY US 88.1 (26.6) 27.9 VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9 VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9 VTV THERAPEUTI-A VTVT US 24.1 (5.7) 9.3 VTV THERAPEUTI-A 5VT GR 24.1 (5.7) 9.3 W&T OFFSHORE INC WTI US 887.4 (597.3) 34.5 W&T OFFSHORE INC UWV GR 887.4 (597.3) 34.5 W&T OFFSHORE INC WTI1EUR EU 887.4 (597.3) 34.5 WAYFAIR INC- A W US 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF GR 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF TH 1,213.4 (48.3) 77.1 WAYFAIR INC- A WEUR EU 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF QT 1,213.4 (48.3) 77.1 WAYFAIR INC- A WUSD EU 1,213.4 (48.3) 77.1 WEIGHT WATCHERS WTW US 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 GR 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 TH 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WTWEUR EU 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 QT 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 GZ 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WTWUSD EU 1,315.5 (1,080.7) (12.7) WESTERN UNION WU US 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GR 9,231.4 (491.4) (1,132.3) WESTERN UNION WU* MM 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U TH 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U QT 9,231.4 (491.4) (1,132.3) WESTERN UNION WUEUR EU 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GZ 9,231.4 (491.4) (1,132.3) WESTERN UNION WUUSD EU 9,231.4 (491.4) (1,132.3) WESTERN UNION 0LVJ LN 9,231.4 (491.4) (1,132.3) WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7) WINGSTOP INC WING US 119.8 (48.3) (3.0) WINGSTOP INC EWG GR 119.8 (48.3) (3.0) WINGSTOP INC WING1EUR EU 119.8 (48.3) (3.0) WINMARK CORP WINA US 47.2 (39.4) 12.5 WINMARK CORP GBZ GR 47.2 (39.4) 12.5 WORKIVA INC WK US 157.7 (16.9) (14.0) WORKIVA INC 0WKA GR 157.7 (16.9) (14.0) WORKIVA INC WKEUR EU 157.7 (16.9) (14.0) YELLOW PAGES LTD Y CN 529.9 (218.8) 35.1 YELLOW PAGES LTD YLWDF US 529.9 (218.8) 35.1 YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GR 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR TH 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMEUR EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR QT 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMCHF EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUM SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GZ 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC 0QYD LN 5,311.0 (6,334.0) 995.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***