/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180301.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 1, 2018, Vol. 22, No. 59 Headlines 264 LAGOON: Has Until April 27 to Exclusively File Plan 328 HOFFMAN LANE: Voluntary Chapter 11 Case Summary 6046 NISBET: April 10 Disclosure Statement Hearing Set ACADIANA MANAGEMENT: Files Modified 4th Amended Chapter 11 Plan ADVANCED SOLIDS: $5K Sale of Otis Water Coop Membership Account OKd ADVANCED SOLIDS: Sale of Trailers and Trucks Approved AGACI LLC: Seeks Court Approval to Employ OCPs ALAMO TOWERS: Taps Cushman & Wakefield as Real Estate Broker ALL AMERICAN: Taps Johnson Mattson as Accountant ALLISON TRANSMISSION: Egan-Jones Hikes FC Unsecured Rating to BB ANTERO MIDSTREAM: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR ANTERO RESOURCES: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR ANTHONY HORWITZ: Has Authority to Buy 2011 Suburban LTZ for $21K APPVION INC: Lender, Committee Oppose Asset Sale Bid Procedures ARDENT LEGACY: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ARROWHEAD SELF: To Sell Property to Pay Creditors ASSOCIATED THIRD: Prosecution of CAMOFI Claims Stayed B52 MEDIA: Taps McNamee Hosea as Legal Counsel BAILEY RIDGE: First Dakota Wins Bid to Dismiss J. Ruba Suit BAKERCORP: S&P Lowers CCR to 'CCC+' on Increased Refinancing Risk BEAULIEU GROUP: $1M Sale of Chatsworth Property to CW Property OK'd BEAZER HOMES: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B- BERNARD SLOANE GLIEBERMAN: Digim is Property of Bankruptcy Estate BLUE RIDGE: Taps Redmon Peyton as Legal Counsel BOISE GUN: Case Summary & 20 Largest Unsecured Creditors BON-TON STORES: District Court Stays Lakegirl's Lawsuit CALIFORNIA RESOURCES: Swings to $266 Million Net Loss in 2017 CAREVIEW COMMUNICATIONS: Sells $2.05 Million Notes to Investors CENVEO INC: Taps Kirkland & Ellis as Legal Counsel CENVEO INC: Taps Prime Clerk as Administrative Advisor CENVEO INC: Taps Rothschild Inc. as Financial Advisor CENVEO INC: Taps Zolfo Cooper as Bankruptcy Consultant CESAR QUINONES: Court Won't Review Dec. 29 IRS Ruling CHARLES K. BRELAND: Ct. Rejects Trustee Bid to Approve Compromise CHEMOURS COMPANY: Risk Steps Up With PFC litigation, Moody's Says CHESTER MARINA: Taps Klein & Associates as Legal Counsel CITGO HOLDING: Fitch Affirms CCC IDR; Off Ratings Watch Neg. CLUB VILLAGE: April 3 Plan Confirmation Hearing Set COLORADO NATIONAL: Taps Raymond Natter as Expert Witness COMSTOCK RESOURCES: Posts $111.4 Million Net Loss for 2017 CORECIVIC INC: Fitch Affirms BB+ Long-Term IDR; Outlook Stable CORNERSTONE ONDEMAND: Egan-Jones Cuts Commercial Paper Rating to D DECATUR HOSPITAL: Fitch Hikes Rating on $93.7MM Rev. Bonds From BB+ DELEK US: S&P Assigns 'BB' Corp. Credit Rating, Outlook Stable DEX SERVICES: Proposed March 21 Auction of Equipment Approved DIOCESE OF NEW ULM: Has Until June 26 to Exclusively File Plan ENERGY FUTURE: Court Okays Sempra Energy's Acquisition Agreement ENERGY FUTURE: Two Amended Proposed Confirmation Orders Filed ENSEQUENCE INC: Proposed April 12 Auction for All Assets Approved ENUMERICAL BIOMEDICAL: March 21 Auction Sale of All Assets Set EQUINIX INC: Fitch Rates EUR750MM Senior Notes 'BB' EQUINIX INC: Moody's Affirms Ba3 CFR & Alters Outlook to Stable EQUINIX INC: S&P Rates New EUR750MM Senior Unsecured Notes 'BB+' EXAMWORKS GROUP: Moody's Affirms B2 CFR; Outlook Stable EXCELETECH COATING: U.S. Trustee Unable to Appoint Committee EXCO RESOURCES: BES Bid for Extension to File Rehearing Motion OK'd FALLBROOK TECHNOLOGIES: Files Ch.11 to Facilitate Restructuring FANNIE MAE & FREDDIE MAC: Owl Creek Files Suit in Ct. Fed. Claims FCA US: F. Overton Lawsuit Remanded to New York Court FILBIN LAND: Taps Business Debt Solutions as Loan Broker FINJAN HOLDINGS: BCPI I Cuts Stake to 6.6% FRONTIER INSURANCE: Plan Addressed FIGI Ownership of Parcels FTS INTERNATIONAL: Moody's Hikes CFR to B2 & Keeps Outlook Positive GABRIEL ENTERPRISES: Taps Jerome M. Douglas as Special Counsel GRAL HOLDINGS: April 25 Plan Confirmation Hearing Set GREENWAY LLC: U.S. Trustee Unable to Appoint Committee HOLLYWOOD ONE: $140K Sale of Aberdeen Condo Unit 201 to Nickles OKd HPCC MERGER: Moody's Assigns B2 CFR; Outlook Stable INFINITE SERVICES: Taps Rountree & Leitman as Legal Counsel INPIXON: Intracoastal Capital Reports 9.99% Stake as of Feb. 15 INTERNATIONAL PLACE: Taps Hirschler Fleischer as Legal Counsel J+T LLC: U.S. Trustee Unable to Appoint Committee JASON INCORPORATED: Moody's Assigns Caa1 Corporate Family Rating KATY INDUSTRIES: Seeks Termination of Retiree Benefits LAKESHORE FARMS: Case Summary & 20 Largest Unsecured Creditors LEHMAN BROTHERS: Administrative Claim Deadline Set for April 2 LEXMARK INTERNATIONAL: Moody's Lowers CFR to B3; Outlook Negative LINDA'S CHERRY: Taps Elfand Associates as Accountant LSB INDUSTRIES: Swings to $59.4 Million Net Loss in 2017 MANIX HOLDINGS: April 11 Evidentiary Hearing on Plan, Disclosures MARINE MAMMAL: U.S. Trustee Unable to Appoint Committee MARYLAND HOME: Taps P.A. Snyder & Company as Accountant MAXAR TECHNOLOGIES: S&P Alters Outlook to Neg. & Affirms 'BB' CCR MELBOURNE BEACH: U.S. Trustee Unable to Appoint Committee MICHAEL BRADFORD: New Lease Agreement for Las Vegas Property Okayed MONCADA NJ SOLAR: Taps Giordano Halleran as Special Counsel MP DIAGNOSTIC: U.S. Trustee Unable to Appoint Committee NADER MOMENI: $2M Private Sale Chevy Chase Property Partly Approved NEPHROS INC: Narrows Net Loss to $809,000 in 2017 NEW ENTERPRISE: S&P Raises CCR to 'B' on Improved Credit Measures NORTHERN OIL: Expects 20 to 22 Net Well Additions in 2018 NUVISTA ENERGY: S&P Assigns 'B' CCR & Rates $150MM Unsec. Debt 'B+' ONE HORIZON: CEO Provides Update on Acquisition Strategy ORBITE TECHNOLOGIES: DIP Financing Maturity Date Extended PARADISE AQUATICS: Voluntary Chapter 11 Case Summary PATRIOT NATIONAL: Committee Objects to Financing Motion PC USA RE: Case Summary & 5 Unsecured Creditors PENELOPE LATHAM: $260K Sale of West Palm Beach Property Approved PETROLEUM TOWERS: Taps Cushman & Wakefield as Real Estate Broker PINKTOE TARANTULA: Wants to Obtain $410,000 Financing From Three14 PITTSFIELD DEV'T: Needs More Time to Solicit Acceptances of Plan PRECIPIO INC: Faces $2.2M Lawsuit Over Alleged Breach of Contract PULLARKAT OIL: Taps Stanley Fogel as Accountant REAL INDUSTRY: Objects to Bid for Equity Committee Appointment REES ASSOCIATES: Seeks Approval of 1st Amended Disclosure Statement RESOLUTE FOREST: Egan-Jones Hikes FC Sr. Unsecured Rating to B- REVSTONE INDUSTRIES: GFL, ZFCC Dispute Not Amenable to Mediation SEADRILL LTD: Reaches Global Deal with Committee & Major Creditors SHIRAZ HOLDINGS: April 3 Plan Confirmation Hearing Set SS&C TECHNOLOGIES: Loan Upsize No Impact on Moody's Ba3 CFR STREET BREADS: Taps T.A.R.A. Kopelman as Accountant THINK TRADING: U.S. Trustee Unable to Appoint Committee TK HOLDINGS: Hawaii's Claims Discharged by Confirmed Ch. 11 Plan TOPS HOLDINGS: Taps Epiq as Claims and Noticing Agent TTM TECHNOLOGIES: Fitch Corrects February 14 Rating Release TULARE REGIONAL: U.S. Trustee Forms Two-Member Committee UBL INTERACTIVE: Actively Seeking a Business Partner UNIVERSAL LEARNING: S&P Cuts 2010 School Rev. Bonds Rating to 'BB+' VANCE FAMILY: Taps Diller and Rice as Legal Counsel VICTOR P. KEARNEY: Nunc Pro Tunc Employment for Law Firm Denied VILLA MARIE: Taps Carmody MacDonald as Legal Counsel WASTEQUIP LLC: S&P Affirms 'B' CCR on HIG Deal, Outlook Stable WESTINGHOUSE ELECTRIC: Plan Confirmation Hearing Set for March 27 WESTMORELAND COAL: Suspends Duty to File Reports Under Savings Plan WISEWEAR CORPORATION: Case Summary & 20 Top Unsecured Creditors WOODBRIDGE GROUP: Unitholders Committee Taps Venable as Counsel WWLC INVESTMENT: S. Miraki Seeks Amendment of Plan Outline [*] Lazard Names Richard Parsons as Lead Director in Board [*] Rimon Adds S. L'Hernault as Partner in Finance Division [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 264 LAGOON: Has Until April 27 to Exclusively File Plan ------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida has entered an agreed order extending by 60 days to April 27, 2018, 264 Lagoon Dr Lido Beach NY LLC's exclusive period to file a plan without prejudice to Debtor requesting more time if necessary, and without prejudice to the U.S. Trustee to file any motions it deems necessary in the meantime. As reported by the Troubled Company Reporter on Feb. 12, 2018, the Debtor asked the Court for a 90-day extension of the exclusivity periods within which to negotiate with creditors and file plan and disclosure statement, and solicit acceptances, through May 27, 2018. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-23136-29.pdf About 264 Lagoon Dr Lido Beach Based in Miami Beach, Florida, 264 Lagoon Dr Lido Beach NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23136) on Oct. 30, 2017, estimating under $1 million both in assets and liabilities. Yonel Devico, MGR, signed the petition. The Debtor is represented by Joel M. Aresty, Esq., of Joel M. Aresty, PA, as counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. 328 HOFFMAN LANE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: 328 Hoffman Lane LLC 328 Hoffman Lane Hauppauge, NY 11788 Business Description: 328 Hoffman Lane LLC lists its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: February 28, 2018 Case No.: 18-71322 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Louis A. Scarcella Debtor's Counsel: Gerard R Luckman, Esq. FORCHELLI DEEGAN TERRANA LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: 516-248-1700 E-mail: GLuckman@Forchellilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Joe Tuscano, managing member. 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/nyeb18-71322.pdf 6046 NISBET: April 10 Disclosure Statement Hearing Set ------------------------------------------------------ The hearing to consider the approval of the disclosure statement explaining 6046 Nisbet, LLC's plan of reorganization will be held at the United States Bankruptcy Court, 230 North First Avenue, 7th Floor, Courtroom No. 701, Phoenix, Arizona, on April 10, 2018, at 11:00 a.m. The last day for filing with the Court and serving in accordance with Rule 3017(a), written objections to the disclosure statement, is fixed at five business days prior to the hearing date set for approval of the disclosure statement. The Debtor owns a real property located at 6046 East Nisbet Road, in Scottsdale, Arizona. The subject real property is a single family residence and has been used by the Debtor as a vacation real property since its acquisition. The real property sustained a significant decline in its fair market value in 2009 and after and from which its value has not recovered. The debt secured by the real property is approximately $600,000. The Debtor believes the property's fair market value is $440,000. This is one factor, which led to the Chapter 11 proceeding. The second factor is the result of a local law, which greatly limited for a period of time the Debtor's use of the property as a vacation rental. As a result of the restriction on rental use, the Debtor could not make the monthly payments owed to the secured creditors, falling into default. Class 3 - Secured Claim of Mr. Cooper is impaired. Upon the effective date, the Debtor will pay $10,000 of the claim amount. The balance will be re-amortized upon plan confirmation over 30 years and paid in equal monthly installments of principal and interest calculated at 5% per annum and in the amount of $2,308, plus escrow account items. The unsecured portion of approximately $40,000 will be treated as a Class 6 unsecured creditor. Class 6 - General Unsecured Claim will be paid the sum of $1,500 on a quarterly basis, pro rata, and continuing each quarter for a total of 12 quarters, a total payment amount of $18,000. If the Plan is not confirmed, and the Debtor's assets are instead liquidated, it is anticipated Mr. Cooper would foreclose and acquire the subject real property. The Debtor has no other assets. The junior secured creditor and unsecured creditors would receive nothing in the form of a distribution. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb17-04194-53.pdf About 6046 Nisbet 6046 Nisbet, LLC, in April 2010, acquired title to the real property located at 6046 East Nisbet Road, Scottzdale, Arizona from prior owner Michael Mannino. The subject real property is a single family residence and has been used by the debtor as a vacation rental property since its acquisition. 6046 Nisbet, LLC, filed a Chapter 11 Petition (Bankr. D. Ariz. Case No. 17-04194) on April 19, 2017, and is represented by Richard William Hundley, Esq., at THE KOZUB LAW GROUP. ACADIANA MANAGEMENT: Files Modified 4th Amended Chapter 11 Plan --------------------------------------------------------------- Acadiana Management Group, LLC, et al., filed an immaterially modified Fourth Amended Chapter 11 Plan prior to the scheduled February 27 confirmation hearing to address immaterial revisions requested by the Court and other parties-in-interest. A full-text copy of the Fourth Amended Disclosure Statement dated Jan. 3, 2018, is available at: http://bankrupt.com/misc/lawb17-50799-630.pdf A full-text copy of the immaterially modified Fourth Amended Chapter 11 Plan dated Jan. 11, 2018, is available at: http://bankrupt.com/misc/lawb17-50799-650.pdf A full-text copy of the immaterially modified Fourth Amended Chapter 11 Plan dated Feb. 21, 2018, is available at: http://bankrupt.com/misc/lawb17-50799-753.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ADVANCED SOLIDS: $5K Sale of Otis Water Coop Membership Account OKd ------------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of Otis Water Coop Membership Account 1731-119 to Jimmy Fuson for $5,000 cash. The sale of the Otis Water Coop Membership Account is "as is, where is," and free and clear of all liens, claims and encumbrances. The sale proceeds are to be paid to WTF Rentals, LLC as a partial payment towards its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC is special counsel to the Debtor. ADVANCED SOLIDS: Sale of Trailers and Trucks Approved ----------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of the following assets: (i) three Cargo Trailers (4D6EB1425BCO28047, 4D6EB1426BCO28123 and 4D6EB1425B CO28615) located in Carlsbad, New Mexico to Wesley Havens for $6,000 cash ($2,000 each); (ii) three Cargo Trailers (rough condition) located in Carlsbad, New Mexico to Desert Oilfield Service, LLC for $4,200 cash ($1,500 for two and $1,200 for one); (iii) 11 remaining Auger Tanks which are in rough condition for the best price the Debtor can negotiate (the Debtor has been marketing these items and has no current offers pending); (iv) two 525 Gallon Leg Tanks for the best price the Debtor can negotiate (the Debtor has received no offers and does not believe these have any significant value); (v) 10 Rig Mats (some in rough condition) for the best price that the Debtor can negotiate (the Debtor has received no offers on the rig mats to date); (vi) miscellaneous hoses, wiring, machine parts, pumps and pieces, including scrap iron, for the best price the Debtor can negotiate; and (vii) all remaining office furniture and/or equipment (rough condition) for the best price the Debtor can negotiate. The sale of the equipment described to Wesley Havens and Desert Oilfield Service, LLC and any non-related third party is "as is, where is," and free and clear of all liens, claims and encumbrances. The sale proceeds are to be paid to WTF Rentals, LLC as a partial payment towards its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. In the petition signed by W. Lynn Frazier, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC is special counsel to the Debtor. AGACI LLC: Seeks Court Approval to Employ OCPs ---------------------------------------------- A'GACI, LLC, has filed a motion seeking approval from the U.S. Bankruptcy Court for the Western District of Texas to hire professionals used in the ordinary course of business. The request, if granted, would allow the Debtor to hire "ordinary course professionals" without filing separate employment applications. The ordinary course professionals are: OCPs Services Monthly Fee Cap ---- -------- --------------- BDO USA, LLP Auditor $25,000 Cokinos Young Legal $10,000 DuCharme, McMillen & Associates Property Tax Services $10,000 eShipping Shipping Auditor $10,000 Estrella LLC Legal (Puerto Rico $5,000 labor & employment) Jackson Lewis P.C. Legal (Business litigation) $5,000 KPMG LLP Tax Preparer $25,000 Law Firm of Ricki S. Friedman PLLC Legal (Real Estate) $15,000 Law Offices of Jim Kahng Legal (Immigration) $5,000 Perez & Malik PLLC Legal (Immigration) $5,000 RSM Puerto Rico Tax Services $10,000 Williams & Williams Legal (Business litigation) $5,000 The Debtor also seeks approval to pay, without prior application to the court, 100% of the fees and disbursements incurred following submission to and approval by the Debtor of an appropriate invoice setting forth the nature of the services rendered and expenses actually incurred. About A'GACI, L.L.C. Founded in San Antonio, Texas, A'GACI, L.L.C. -- http://www.agacistore.com/-- is a fast-fashion retailer of women's apparel and accessories. A'GACI attracts young, fashion-driven consumers through its value-pricing and frequent introductions of new and trendy merchandise. It operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce Web site http://www.agacistore.com/Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Company's exclusive A'GACI label. In addition, the Company sells shoes under its sister brand labels of O'Shoes and Boutique Five. A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50049) on Jan. 9, 2018. In the petition signed by manager David Won, the Debtor disclosed $82 million in total assets and $62 million in total liabilities as of Nov. 25, 2017. The case is assigned to Judge Ronald B. King. Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel; Berkeley Research Group, LLC is the financial advisor; and SSG Advisors, LLC, is the investment banker. Kurtzman Carson Consultants LLC, is the claims, noticing & balloting agent and maintains the site http://www.kccllc.net/agaci No trustee, examiner or official committee of unsecured creditors has been appointed in the case. ALAMO TOWERS: Taps Cushman & Wakefield as Real Estate Broker ------------------------------------------------------------ Alamo Towers - Cotter, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a real estate broker. The Debtor proposes to hire Cushman & Wakefield U.S., Inc. to sell its properties in Texas commonly known as Alamo Towers. The properties include two nine-storey office buildings located at 901 and 909 N.E. Loop 410, San Antonio, Texas. Cushman will get a commission of 1.5% of the total sales price of the properties. In addition, the firm will receive reimbursement of up to $5,000 for its marketing expenses. Todd Mills, executive managing director of Cushman, disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Cushman can be reached through: Todd Mills Cushman & Wakefield, U.S., Inc. 200 W. Cesar Chavez Street, Suite 250 Austin, TX 78701 Office: (512) 370 -2437 Mobile: (210) 771-0570 E-mail: Todd.Mills@cushwake.com About Alamo Towers - Cotter Alamo Towers - Cotter, LLC, owns an eight-story low-rise building in San Antonio, Texas. Located in the heart of the north central office market, Alamo Towers is centrally accessible to all key activities in the city. The 198,452 sq. ft. facility features easy access to San Antonio's major highways, panoramic views and ample parking space. Alamo Towers - Cotter filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-52599) on Nov. 6, 2017. In the petition signed by Marcus P. Rogers, as Ind. Adm. of the Est. of James F. Cotter, Dec'd, the Debtor estimated assets and liabilities at $10 million to $50 million each. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Anthony H. Hervol, Esq., of the Law Office of Anthony H. Hervol. No trustee or examiner has been appointed in the Debtor's Chapter 11 case. ALL AMERICAN: Taps Johnson Mattson as Accountant ------------------------------------------------ All American Readers, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Johnson, Mattson, Smail & Cavanaugh, PLLC as its accountant. The firm will assist the Debtor in the preparation of financial reports required by the Office of the U.S. Trustee; file corporate tax returns; and provide other accounting services related to its Chapter 11 case. Daniel Cavanaugh, a certified public accountant employed with Johnson, will charge an hourly fee of $250 for his services. Work performed by his staff will be billed at an hourly rate ranging from $50 to $150. Mr. Cavanaugh disclosed in a court filing that he does not hold any interest adverse to the Debtor or its estate. The firm can be reached through: Daniel Cavanaugh Johnson, Mattson, Smail & Cavanaugh, PLLC 5000 West 36th Street, Suite 240 St. Louis Park, MN 55416 Phone: 952-540-4340 Fax: 952-540-4345 E-mail: dan@jmscfuturity.com About All American Readers Based in Saint Louis Park, Minnesota, All American Readers, Inc. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 18-40308) on Feb. 1, 2018, estimating under $1 million in both assets and liabilities. Judge Katherine A. Constantine presides over the case. The Debtor's counsel is Chad A. Kelsch, Esq. at Fuller, Seaver, Swanson & Kelsch, P.A. ALLISON TRANSMISSION: Egan-Jones Hikes FC Unsecured Rating to BB ---------------------------------------------------------------- Egan-Jones Ratings Company, on February 20, 2018, upgraded the foreign currency senior unsecured rating on debt issued by Allison Transmission Holdings, Inc. to BB from BB-. Allison Transmission Holdings, Inc. was founded in 1915 and is headquartered in Indianapolis, Indiana. The company was formerly known as Clutch Holdings, Inc. ANTERO MIDSTREAM: Moody's Alters Outlook to Pos. & Affirms Ba2 CFR ------------------------------------------------------------------ Moody's Investors Service changed Antero Midstream Partners LP's (AMPLP) rating outlook to positive from stable and simultaneously affirmed the partnership's Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR), B1 senior unsecured notes, and SGL-3 Speculative Grade Liquidity Rating. The outlook revision was prompted by a fundamental improvement in AMPLP's operating performance as well as by the change in Antero Resources Corporation's (Antero, Ba2 positive) rating outlook, which Moody's changed to positive from stable on February 27, 2018. Antero is AMPLP's sole customer and AMPLP's midstream assets are deeply integrated within Antero's upstream operations. Roughly 53% of AMPLP's limited partnership units are owned by Antero. Issuer: Antero Midstream Partners LP Outlook: -- Changed to Positive from Stable Ratings Affirmed: -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba2-PD -- Senior Unsecured Notes, Affirmed B1 (LGD5) -- Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE AMPLP's positive outlook is consistent with Antero's positive outlook. Greater scale and diversification will be the primary driver for any potential upgrade. An upgrade would also depend on Antero's CFR moving to a higher rating level. If Antero were upgraded, Moody's could consider an upgrade for AMPLP if the partnership can sustain annual EBITDA above $600 million while maintaining a debt to EBITDA ratio below 3x and a distribution coverage ratio (FFO -- Maintenance capex / Distributions) above 1.1x. The CFR could be downgraded if leverage approaches 4x, the distribution coverage falls below 1x or Antero's CFR is downgraded. The Ba2 CFR reflects AMPLP's low financial leverage of 2.4x, strong organic growth prospects, solid distribution coverage as well as its strategic and operational importance to Antero Resources. AMPLP has long term fee-based gathering, compression and water handling contracts with Antero, and substantially all of Antero's current as well as all future acreage in West Virginia, Pennsylvania and Ohio has been dedicated to AMPLP. Antero is the most active E&P operator in Appalachia where it expects to grow production at a 20% annual rate over the next several years backed by strong natural gas hedge positions. The rating is constrained by AMPLP's reliance on a single customer, narrow geographic focus in Appalachia, exposure to volatile drilling cycles, and significant future growth capital requirements, including $800 million through 2022 for the newly formed processing and fractionation J-V with MPLX, LP (Baa3 stable). Moody's believes Antero's senior management will continue to influence AMPLP's future growth and strategy through their significant ownership interest in AMPLP's general partner Antero Midstream GP LP (unrated). Given its overriding reliance on Antero, AMPLP is unlikely to be rated above Antero's rating without significantly greater customer, geographic and business diversification. AMPLP should have adequate liquidity through early-2019, which is reflected in the SGL-3 rating. The partnership will need to spend heavily to keep pace with Antero's aggressive drilling plans and to fund its fractionation and processing J-V program with MPLX, significantly outspending its operating cash flow over the next several years. Moody's expect the projected funding gap to be financed with a balanced mix of debt and equity. AMPLP has a $1.5 billion revolving credit facility, which had $945 million available as of December 31, 2017. The revolving credit agreement has three financial covenants -- a minimum interest coverage ratio of 2.5x, a maximum total leverage ratio of 5.25x and a senior secured leverage ratio of 3.75x. The revolver expires in October 2022 and Moody's expect AMPLP to remain well in compliance with the covenants through early 2019. The partnership has limited alternate liquidity given its assets are encumbered. The $650 million 5.375% unsecured notes (due 2024) are rated B1, two notches below AMPLP's Ba2 CFR because of the significant size of its secured revolving credit facility. The $1.5 billion revolver has an all-asset pledge and has a priority-claim to all of the partnership's assets. For the difference between the CFR and the notes' rating to be a single notch, the relative proportion of secured and unsecured claims in AMPLP's capital structure would need to be roughly balanced. Antero Midstream Partners LP is a Denver, Colorado based publicly traded MLP with gathering, compression, and water handling and treatment assets in northwest West Virginia and southern Ohio. ANTERO RESOURCES: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR ------------------------------------------------------------------- Moody's Investors Service changed Antero Resources Corporation's rating outlook to positive from stable. At the same time, Moody's affirmed Antero's Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR), Ba3 senior unsecured notes, and SGL2 Speculative Grade Liquidity rating. "The outlook change reflects Moody's expectation that Antero's sharpened focus on capital discipline and drilling efficiency will lead to significant free cash flow generation by 2019," said Sajjad Alam, Moody's Senior Analyst. "Although the company has a long history of large negative free cash flow generation, the size of outspending has declined since 2016, and the combination of higher production volumes, lower drilling and completion expenditures and healthier NGL price realizations should make it easier for the company to manage its growth within operating cash flow." Outlook Actions: Issuer: Antero Resources Corporation -- Outlook, Changed to Positive from Stable Issuer: Antero Resources Finance Corporation -- Outlook, Changed to Positive from Stable Ratings Affirmed: Issuer: Antero Resources Corporation -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Unsecured Notes, Affirmed Ba3 to (LGD4) from (LGD5) Issuer: Antero Resources Finance Corporation -- Senior Unsecured Notes, Affirmed Ba3 to (LGD4) from (LGD5) RATINGS RATIONALE The positive rating outlook reflects Antero's declining leverage and negative free cash flow. An upgrade would be contingent on Antero's ability to produce free cash flow on a consistent basis and further reduce leverage. In addition, if the company can sustain a retained cash flow to debt ratio above 30%, an upgrade could be considered. A downgrade is likely if Antero is unable to sustain the ratio of retained cash flow to debt above 20% or its capital productivity weakens materially. Antero's Ba2 CFR is underpinned by its strong hedge book and significant anticipated production growth through 2020; large and efficient natural gas production platform in Appalachia that has low geological risk and cost structure; growing natural gas liquids production; and good liquidity. As of December 31, 2017, Antero had $1.7 billion in unrealized hedging gains and $1.6 billion of availability under a $2.5 billion committed revolving credit facility, as well as a 53% ownership interest in Antero Midstream Partners LP (AMPLP, Ba2 positive), a public MLP with $5 billion in market capitalization as of February 26, 2018. Antero's ratings are constrained by its relatively high financial leverage, improving but still negative free cash flow generation because of aggressive growth, concentration in Appalachia where natural gas continues to be sold at deep discounts, ongoing costs associated with unutilized committed firm transportation capacity and its large proved undeveloped reserves that will require significant future capital investments. Despite recent deleveraging actions, Antero is exposed to natural gas prices beyond 2019 because of the continued strong supply growth in Appalachia and the risk that the company's heavy capital spending may not permit meaningful organic deleveraging through 2019. Antero has good liquidity, which is captured in the SGL-2 rating. Moody's expect Antero to generate breakeven to slightly negative free cash flow in 2018 and a sizeable amount of free cash flow in 2019. As of December 31, 2017, Antero had $185 million of borrowings and $705 million of outstanding letters of credits leaving $1.6 billion of availability under its $2.5 billion committed revolving credit facility. The revolver has a $4.5 billion borrowing base and it matures on October 26, 2022. The credit agreement requires that Antero maintain a minimum current ratio of 1x and a minimum interest coverage ratio of 2.5x, parameters that can be met comfortably. Given its large acreage position in Appalachia and significant equity interest in AMPLP, Antero could raise alternate liquidity, if needed. Antero's senior notes are unsecured, have upstream guarantees from substantially all of Antero's E&P subsidiaries (excluding AMPLP), and are contractually subordinated to the company's secured revolving credit facility. Under Moody's Loss Given Default Methodology, the notes are rated Ba3, one notch below the Ba2 CFR, because of the large size of the secured credit facility, which has a first-lien claim to Antero's assets. Antero Resources Corporation is a leading natural gas and natural gas liquids producer in the Marcellus and Utica Shales in West Virginia, Ohio and Pennsylvania. ANTHONY HORWITZ: Has Authority to Buy 2011 Suburban LTZ for $21K ---------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Anthony J. Horwitz to pay up to $21,000 to purchase a 2011 Chevrolet Suburban LTZ or similar vehicle and to trade in his 2004 Chevrolet Suburban as a credit toward the purchase price. A hearing on the Motion is set for Feb. 22, 2018, at 9:30 a.m. The notice required for the Motion is shortened to that given. About Anthony J. Horwitz Anthony J. Horwitz is 60-years old and rents a 4-bedroom house in Deerfield, Illinois, where he lives with his children. He is a single father with sole custody of 5 dependent children ranging from 14 to 22 years. Mr. Horwitz owns 65% of the stock of Graylee Corp., an S-Corporation. Mr. Horwitz sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-38402) on Dec. 29, 2017. The Hon. Deborah L. Thorne is the case judge. William J Factor, Esq., at The Law Office of William J Factor, Ltd., is the Debtor's counsel. APPVION INC: Lender, Committee Oppose Asset Sale Bid Procedures --------------------------------------------------------------- BankruptcyData.com reported that KeyBank and Appvion Inc.'s official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the Company's motion for an order approving bidding procedures in connection with the sale of substantially all of the Company's assets, approving stalking horse protections and approving and authorizing the sale of substantially all of Debtors' assets. KeyBank asserts, "KeyBank is a DIP Lender pursuant to the DIP Credit Agreement with respect to approximately $15,471,250 of the 'Roll-Up Loans', which constitute 'DIP Obligations' under the DIP Financing Order. The Majority Lender under the DIP Credit Agreement is defined as certain funds and accounts managed by Franklin Advisers. Franklin is not the Administrative Agent under the DIP Credit Agreement and is not authorized to credit bid. Franklin, however, attempts to use its position as the Majority Lender under the DIP Credit Agreement to favor itself in violation of the applicable terms of the DIP Credit Agreement and the DIP Financing Order. Specifically, Franklin's proposed bid - encourages a default under the Credit Agreement - and provides for (i) the assumption of the NM Term Loan Obligations into debt of the new entity to be formed to acquire the Purchased Assets, for which Franklin is the primary lender, and (ii) the credit bidding of the Roll-Up Loan Obligations in exchange for equity in the new entity. Such disparate treatment violates the relevant terms of the DIP Credit Agreement and the DIP Financing Order, which require the pro rata treatment of NM Term Loan Obligations with the Roll-Up Loan Obligations. This fundamental failing, along with the inability of Franklin to credit bid, requires the Court to deny the Motion without even determining if the bid procedures are fair. In addition, the Bidding Procedures fail to quantify the Stalking Horse Purchase Price. Potential bidders, therefore, are left to guess the amount necessary to satisfy the Minimum Initial Overbid Amount as required to submit a Qualified Bid. Finally, the Debtors have not demonstrated that the Purchased Assets have been adequately marketed." 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. ARDENT LEGACY: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ U.S.-based acute-care hospital operator Ardent Legacy Holdings Inc. is issuing a $300 million senior unsecured term loan to finance its acquisition of a majority stake in East Texas Medical Center. S&P Global Ratings affirmed its 'B' corporate credit rating on Ardent Legacy Holdings Inc. The outlook is stable. S&P said, "At the same time, we raised the issue-level rating on Ardent's first-lien senior secured debt to 'BB-' from 'B'. We revised the recovery rating on this debt to '1' from '3, indicating our expectations for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "In addition, we assigned a 'B-' issue-level rating and '5' recovery rating to Ardent's proposed $300 million unsecured term loan. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 25%) recovery to lenders in the event of payment default." Ardent's pending acquisition of East Texas Medical Center (nine hospitals), coupled with its November 2017 acquisition of St Francis in Kansas, expands its revenue base by over 40% and its footprint to 25 hospitals in five markets (up from three markets), adding scale and geographic diversity. This portfolio excludes another Ardent group of hospitals in its separate, unrated subsidiary, Ardent LHP. The stable rating outlook reflects S&P Global Ratings' expectation that Ardent will continue to generate significant free operation cash flow (excluding the 2018 year of transition), despite the company's substantial lease obligations. ARROWHEAD SELF: To Sell Property to Pay Creditors ------------------------------------------------- Arrowhead Self Storage, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri proposing to sell its self-storage pay Classes 1, and 2 and 4 creditors in full. Class One includes Security Bank of Kansas City ("Security Bank"). Security Bank was owed $1,601,487 as of 12/4/17, not including 2016 real estate taxes, accruing interest and other allowable fees and charges and not including any payments made since 12/4/17. This figure was supplied by Security Bank's counsel. The Promissory Note is secured by a deed of trust on real estate, which includes a self-storage facility located at 7040 N. Broadway, Kansas City, Clay County, Missouri. The property includes 3.5 acres that are vacant and another 3.5 acres where the storage facility is located. The value of the real estate secured by Security Bank’s lien is $1,750,000. Security Bank shall be treated as a secured creditor. This is an Allowed Secured Claim. Class Two includes all Allowed General Unsecured Nonpriority Claims. This class includes $46,125 of claims listed on Schedule F; however, the Debtor would dispute and require strict proof of 5 of the 10 known unsecured claims. Class Three includes all claims of Members of this Debtor. These are Allowed Unsecured Claims which are subordinated to any Allowed Unsecured Non-Priority Claims. Class Four includes all Allowed Administrative Claims, whether incurred before or after the Confirmation Date, allowable under '330 and '503(b) of the Bankruptcy Code, and which are entitled to priority payment under '507(a)(1) of the Bankruptcy Code. The Claims of this Class include income taxes derived from the operation of the Debtor's business, and post-petition expenses not paid during the course of the Chapter 11 proceeding, attorneys' fees and accounting fees for post-petition services rendered to the Debtor on and after the Filing Date. These Claims also include Claims of the United States Trustee to the extent of any quarterly fees due under 28 U.S.C. '1930(a)(6) as of the Confirmation Date and post-petition taxes, if any. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mowb17-43057-37.pdf About Arrowhead Self Storage Arrowhead Self Storage, LLC, operates a self-storage facility in Kansas City, Missouri. The company offers for rent storage space on a short-term basis to tenants. Arrowhead Self Storage sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-43057) on Nov. 10, 2017. Susan I. Rose, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Dennis R. Dow presides over the case. Erlene W. Krigel, Esq., at Krigel & Krigel, P.C., serves as the Debtor's counsel. ASSOCIATED THIRD: Prosecution of CAMOFI Claims Stayed ----------------------------------------------------- Plaintiffs CAMOFI Master LDC and CAMHZN Master LDC in the case captioned CAMOFI MASTER LDC, et al., Plaintiffs, v. ASSOCIATED THIRD PARTY ADMINISTRATORS, et al., Defendants, Case No. 16-cv-00855-EMC (N.D. Cal.) have sued Defendants Associated Third Party Administrators and associated individuals and entities for their alleged failure to meet ATPA's obligations on notes owed to Plaintiffs. ATPA is in bankruptcy proceedings in the Central District of California, and the bankruptcy trustee has appeared in this action and filed a motion requesting for the determination of ownership of claims. The Trustee asserts that the ATPA estate owns certain of Plaintiffs' claims. The Trustee seeks to stay CAMOFI's and CAMHZN's prosecution of those claims. Upon review, District Judge Edward M. Chen granted the Trustee's request for a stay of Plaintiffs' prosecution of those claims. In the Central District of California, ATPA has filed for Chapter 11 bankruptcy. The Bankruptcy Court appointed Richard K. Diamond as trustee for ATPA's estate. The bankruptcy petition triggered an automatic stay on litigation against ATPA under 11 U.S.C. section 362. CAMOFI and CAMHZN requested and the Bankruptcy Court granted relief from that stay, permitting CAMOFI and CAMHZN to proceed with this suit. Trustee moved for clarification that the Relief from Stay Order did not permit CAMOFI and CAMHZN to prosecute claims belonging to the bankruptcy estate, including Claims 4 and 5 of the FAC in this case. The Bankruptcy Court indicated in response that the issue of CAMOFI's and CAMHZN's standing to pursue Claims 4 and 5 was to be decided by this Court. Trustee, therefore, appeared in this action and filed the instant motion requesting a determination that Claims 4 and 5 are property of ATPA's estate and thus CAMOFI and CAMHZN cannot prosecute these claims in the instant case before this Court. Trustee seeks to stay CAMOFI's and CAMHZN's prosecution of those claims in this Court. In Claim 4, CAMOFI and CAMHZN allege Kessler, Stierwalt, and Gist breached their fiduciary duty to preserve the corporation's assets for the benefit of creditors, but that they instead "wrongfully dissipat[ed]" the assets by "funneling assets to themselves" and "engaging in other forms of self-dealing." Claim 5, also a claim against Insiders, alleges fraudulent conveyance. Specifically, Claim 5 alleges that Insiders caused the complained-of conveyances to "hinder, delay, or defraud present or future creditors, including Plaintiffs." Claim 4 is a derivative claim belonging to the corporation in the first instance. The bankruptcy trustee has the exclusive right to prosecute the claim. Trustee argues that the Court should therefore stay Plaintiffs' prosecution of the claim. He argues that the claim should not be dismissed, as it is theoretically possible that Trustee will abandon the claim later, whereupon Plaintiffs would have standing to pursue the claim. Plaintiffs responds that Trustee cites no authority for his request for a stay and that he should instead move to dismiss or for summary judgment. In the alternative where the Court denies the stay, Trustee moves to intervene as plaintiff and real party in interest and would then seek dismissal without prejudice in light of the ongoing adversary proceeding. Though Trustee does not cite authority for his request to stay Claim 4, the authority he cites for a stay of Claim 5 is analogous. (In re Chabot) (Bankr. C.D. Cal. 1989). Chabot concerned a creditor-bank's fraudulent-conveyance claim against a bankrupt couple. The court held that while creditors like the bank maintain their rights against conveyance, the trustee has exclusive standing to assert that right during the bankruptcy case. "When a case is closed in which the trustee did not pursue a fraudulent conveyance cause of action . . . the right to pursue the . . . action reposes once again in whomever is able to assert it." As the Bankruptcy Appellate Panel of the Ninth Circuit noted, Chabot means that during the pendency of bankruptcy proceedings, "the creditor is stayed from prosecuting the claim and unless the trustee opts to intervene or to file his or her own fraudulent transfer action, the creditor may pursue the cause of action upon closing of the bankruptcy estate." A stay of Plaintiffs' prosecution of Claim 4 is therefore proper under Chabot. Plaintiffs belatedly argue that they should be permitted to amend the FAC to assert a direct breach of fiduciary duty claim. Trustee objects that granting leave to amend would be procedurally improper, as a motion for leave to amend is not before the Court and Trustee has not had the opportunity to object to such a motion. The Court agrees. Trustee argues that, under 11 U.S.C. section 544, he has exclusive standing to pursue fraudulent transfer claims such as Claim 5. Plaintiffs concede the point. Plaintiffs argue, however, that they should be permitted to amend the FAC to assert a claim for aiding and abetting a fraudulent transfer, for which they submit Trustee does not have standing to assert. For the same reasons given on Claim 4, a stay is proper and the Court denies leave to amend. To conclude, the Court determines that Claims 4 and 5, as alleged, are property of Trustee. Therefore, the Court grants Trustee's request for a stay of Plaintiffs' prosecution of those claims. A full-text copy of Judge Chen's Order Feb. 13, 2018 is available at https://is.gd/9PsA5g from Leagle.com. CAMOFI Master LDC & CAMHZN Master LDC, Plaintiffs, represented by Bradley Christopher Carroll -- bcarroll@downeybrand.com -- Downey Brand LLP, Jamie Paul Dreher -- jdreher@downeybrand.com -- Downey Brand LLP & William Ross Warne -- wwarne@downeybrand.com -- Downey Brand LLP. Associated Third Party Administrators, Defendant, represented by Batya Floryn Forsyth, Attorney at Law. Diane Gist, Defendant, represented by D. Alexander Floum -- afloum@williams-firm.com -- Law Offices of Timothy C. Williams & Timothy Craig Williams -- twilliams@williams-firm.com -- Law Offices of Timothy C. Williams. Jesse M Kessler & Med-Tech Health Solutions, LLC, Defendants, represented by George Richard Pitts -- gpitts@sandsanderson.com --Sands Anderson PC. Richard E. Stierwalt, Defendant, represented by John Christopher Kirke -- jkirke@donahue.com -- Donahue Fitzgerald LLP Attorneys at Law & Noah Ryan Drake -- ndrake@donahue.com -- Donahue Fitzgerald LLP. Richard K Diamond, Chapter 7 Trustee of Associated Third Party Administrators, Trustee, represented by Jerrold Lyle Bregman -- jbregman@bg.law -- Ezra Brutzkus Gubner & Steven Todd Gubner -- sgubner@bg.law.com -- Brutzkus Gubner. Associated Third Party Administrators, Cross-claimant, represented by Batya Floryn Forsyth, Attorney at Law. Richard E. Stierwalt, Cross-defendant, represented by John Christopher Kirke, Donahue Fitzgerald LLP Attorneys at Law & Noah Ryan Drake, Donahue Fitzgerald LLP. Diane Gist, Cross-claimant, represented by D. Alexander Floum, Law Offices of Timothy C. Williams & Timothy Craig Williams, Law Offices of Timothy C. Williams. Associated Third Party Administrators, Cross-defendant, represented by Batya Floryn Forsyth, Attorney at Law & Candice P. Shih, Hanson Bridgett, LLP. About Associated Third Party Administrators Associated Third Party Administrators and its affiliate, Allied Fund Administrators, LLC, are jointly the 6th largest third party administration provider in the U.S. ATPA operates in a niche segment of the third party benefits administration industry focusing on clients subject to Taft-Hartley (union) regulations. ATPA provides billing, record keeping, accounting, claims processing, reporting, adjudication, determination and other services related to employee benefits under labor/management trusts, employer benefit plans and collective bargaining agreements. ATPA was founded in 1994 as a result of the consolidation of two long-established and well-regarded employee benefits administration companies, C.W. Sweeney & Co. and Glen Slaughter & Pension Services, Inc. ("UBPSI"), a Delaware corporation, in 2007, which has not sought bankruptcy relief. UBPSI owns all of ATPA's stock. In 2014, ATPA acquired the membership interest of AFA, a specialist in Taft-Harley Act administration, by and through which ATPA operates its trust benefits administration business. Associated Third Party Administrators sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-23679) on Oct. 17, 2016. Judge Sandra R. Klein is assigned to the case. ATPA estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. ATPA tapped Ron Bender, Esq., Jacqueline L James, Esq., Eve H Karasik, Esq. and Lindsey L Smith, Esq. at Levene, Neale, Bender, Yo & Brill LLP as counsel. The petition was signed by Henry D. Ritter, president and chief executive officer. B52 MEDIA: Taps McNamee Hosea as Legal Counsel ---------------------------------------------- B52 Media, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., as its legal counsel. The firm will advise the Debtor regarding the formulation and implementation of a plan of reorganization; assist in the negotiation and documentation of financing agreements, debt restructurings and related transactions; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Junior Partner $400 Associates $350 Paralegal $75 to $105 Steven Goldberg, Esq., at McNamee, disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. McNamee can be reached through: James M. Greenan, Esq. Steven L. Goldberg, Esq. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: (301) 441-2420/(301) 982-9450 E-mail: jgreenan@mhlawyers.com sgoldberg@mhlawyers.com About B52 Media LLC Headquartered in Pikesville, Maryland, B52 Media, LLC -- http://www.b52.com/-- is in the online services technology consulting business. It helps small and large corporations find the right domain names for their businesses. B52 Media also designs and builds professional powered Web sites and offers marketing strategies. B52 Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12045) on Feb. 16, 2018. In the petition signed by Jonathan Bierer, authorized representative, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Michelle M. Harner presides over the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., is the Debtor's legal counsel. BAILEY RIDGE: First Dakota Wins Bid to Dismiss J. Ruba Suit ----------------------------------------------------------- Bankruptcy Judge Thad J. Collins granted First Dakota National Bank's motion to abstain from proceeding and to dismiss the adversary proceeding captioned JEROME RUBA, Plaintiff, v. FIRST DAKOTA NATIONAL BANK, BAILEY RIDGE PARTNERS, LLC, Defendants, Adversary No. 17-9024 (Bankr. N.D. Iowa). First Dakota asked the Court to dismiss the adversary proceeding or to abstain from deciding the issues presented in the adversary. First Dakota argued that the parties are currently litigating the same issues in the United States District Court for the District of South Dakota. First Dakota also argued that federal court in South Dakota is the proper venue and that permissive abstention is appropriate. Ruba argued that First Dakota has not met its burden to show that permissive abstention is appropriate, and he asked the Court to deny First Dakota's motion and retain this matter for ultimate decision on the merits. Here, Ruba's causes of actions are all based in state law and resolution of these issues is not central to the administration of the bankruptcy or Bailey Ridge's effort to reorganize. In particular, the Court relies on the following factors in exercising its discretion to abstain: (1) the lack of effect on the efficient administration of the estate; (2) the fact that state law issues predominate over bankruptcy issues; (4) the presence of a related proceeding commenced in state court or other nonbankruptcy court; (6) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case; (7) the substance rather than the form of an asserted `core' proceeding; (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court; (10) the likelihood that the commencement of the proceeding involves forum shopping by one of the parties; and (12) the presence in the proceeding of nondebtor parties. The factor that weighs most heavily in favor of abstention is the presence of a related proceeding commenced in another nonbankruptcy court. The South Dakota litigation is not simply "related"—it is essentially the same litigation that Ruba now seeks to pursue here. Although Ruba is correct that this adversary would allow this Court to decide claims against Bailey Ridge (the bankruptcy debtor), Ruba has not explained why this Court should decide this state law claims instead of the United States District Court in South Dakota. This is especially important given that First Dakota originally brought the claims there, that is where the parties have litigated some issues, and others issues remain pending. The parties have completed substantial discovery and the United States District Court in South Dakota has already ruled on part of Ruba's claims. Ruba asked the Court to stay the South Dakota litigation and the Court did so after an evidentiary hearing and finding that a judgment against Ruba could lead to harm to the bankruptcy estate and prospects of reorganization. Ruba does not seek to continue the pending case but instead to restart that litigation entirely in this Court. The Court disagrees with this approach and concludes that the remaining claims should proceed in South Dakota, where they were first raised and are still pending. A full-text copy of Judge Collins' Ruling dated Feb. 15, 2018 is available at https://is.gd/FW2DjU from Leagle.com. Jerome Ruba, Heidman Law Firm, Plaintiff, represented by Allyson C. Dirksen -- allyson.dirksen@heidmanlaw.com -- Heidman Law Firm LLP & Jessica A. Uhlenkamp -- jessica.uhlenkamp@heidmanlaw.com -- Heidman Law Firm LLP. Bailey Ridge Partners, Defendant, represented by Donald H. Molstad. First Dakota National Bank, Defendant, represented by Steven K. Huff -- steve@jmmwh.com -- Marlow, Woodward & Huff, Prof. LLC. About Bailey Ridge Partners LLC Bailey Ridge Partners LLC, based in Kingsley, Iowa, filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 17-00033) on Jan. 11, 2017. The petition was signed by Floyd Davis, its managing member. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The Debtor is represented by Donald H. Molstad, Esq., at Molstad Law Firm. On March 2, 2017, the Office of the U.S. Trustee appointed the official committee of unsecured creditors. The committee hired Goldstein & McClintock LLLP as lead counsel; Dickinson Mackaman Tyler & Hagen, P.C. as Iowa counsel; and Houlihan & Associates, P.C. as accountant. BAKERCORP: S&P Lowers CCR to 'CCC+' on Increased Refinancing Risk ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based liquid and solid containment equipment rental and services firm BakerCorp to 'CCC+' from 'B-'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured debt (including its $40 million revolver and $425 million term loan) to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "Additionally, we lowered our issue-level rating on the company's senior unsecured debt to 'CCC-' from 'CCC'. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default." The downgrade reflects risks associated with the company's ability to repay or refinance its senior unsecured notes prior to March 2, 2019. Failure to do so would cause the maturity of its senior secured term loan to accelerate to March 2, 2019, from Feb. 7, 2020. The maturity of an undrawn revolving credit facility would also accelerate. S&P said, "We do not expect BakerCorp to have sufficient sources of liquidity to repay its unsecured notes by March 2019 and we are not aware of agreements to refinance the notes at this time. As a result, we believe this increases the risk that the company could be vulnerable to nonpayment on its financial obligations." S&P said, "The negative outlook on BakerCorp reflects the risk the company will not be able to repay or refinance its pending maturities over the next 12 months despite our expectation for continued improvement in its end markets. We view the company's recent improved operating performance as a positive factor, but not sufficient to mitigate the refinancing risk associated with upcoming maturities that make the company vulnerable to nonpayment in the near term. "We could lower our ratings on BakerCorp when the company's term loan becomes current, unless we gain more certainty that the company has a reasonable plan to repay or refinance its unsecured notes. We would also lower our ratings if we believe a debt restructuring, including a distressed exchange, is likely. "We could revise our outlook or raise our ratings on BakerCorp if the company is able repay, extend, or refinance its outstanding debt in accordance with the original terms of its obligations. In addition, raising the ratings would also be contingent upon our belief that the company's operating performance will continue to improve and that the company can continue to reduce leverage from currently high levels." BEAULIEU GROUP: $1M Sale of Chatsworth Property to CW Property OK'd ------------------------------------------------------------------- Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Beaulieu Group, LLC and affiliates to sell the parcel of real property located in Chatsworth, Georgia consisting of approximately 11.869 acres together with a 92,655 square foot building located thereon to CW Property Group, LLC for $1 million, less an estimated amount for 2018 property taxes. The sale and conveyance of the Property to the Buyer is free and clear of all liens, claims, encumbrances and interests. The Debtors are authorized and directed to sell the Property, as more particularly described in the Purchase Agreement, to the Buyer pursuant to the terms of the Purchase Agreement. Pursuant to Bankruptcy Rule 6004(h), the Order will not be stayed for any reason, including, the filing of a notice of appeal, and the Order will be effective immediately upon entry, and the Debtors and the Buyer are authorized to close the sale immediately upon entry of the Order. The automatic stay provisions of Bankruptcy Code Section 362 are vacated and modified to the extent necessary to implement the terms and conditions of the Purchase Agreement and the provisions of the Order. About Beaulieu Group Founded in 1978 by Carl M. Bouckaert and Mieke D. Hanssens, Beaulieu Group LLC -- http://www.beaulieuflooring.com/-- is a privately owned American company that manufactures and distributes high-end quality products in carpet, engineered hardwood, laminate and luxury vinyl. Beaulieu Group has 2,500 full- and part-time hourly and salaried employees. Beaulieu Group, along with the two other affiliates, filed voluntary petitions seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 17-41677) on July 16, 2017. The cases are jointly administered before the Honorable Judge Mary Grace Diehl. Scroggins & Williamson, P.C., is the Debtors' bankruptcy counsel. McGuireWoods is the special corporate counsel and Armory Strategic Partners is the restructuring advisor. American Legal Claim Services, LLC, is the claims and noticing agent. An Official Committee of Unsecured Creditors was appointed on July 21, 2017. The Committee retained Thompson Hine LLP as counsel; Fox Rothschild LLP as co-counsel; and Phoenix Management Services LLC as financial advisor. No trustee or examiner has been appointed in this case. BEAZER HOMES: Egan-Jones Lowers Sr. Unsec. Debt Ratings to B- ------------------------------------------------------------- Egan-Jones Ratings Company, on February 23, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Beazer Homes USA, Inc. to B- from B. Beazer Homes USA, Inc. is a home construction company based in Atlanta, Georgia. In 2016, the company was the 11th largest home builder in the United States based on the number of homes closed. The company operates in 13 states. BERNARD SLOANE GLIEBERMAN: Digim is Property of Bankruptcy Estate ----------------------------------------------------------------- In the adversary proceeding captioned Charles J. Taunt, Trustee, Plaintiff/Counter-Defendant, v. Digital Image, LLC, a Michigan limited liability company; Lontray Enterprises, LLC, a Michigan limited liability company, Defendants/Counter-Plaintiffs, Adv. Proc. No. 15-05382 (Bankr. E.D. Mich.), Bankruptcy Judge Marci B. McIvor denies the Defendant’s motion for partial judgment on the pleadings, grants judgment to Plaintiff on Counts I, II, and V of the Trustee's First Amended Complaint, dismisses Counts III, IV, VI, VII, and VIII of the Trustee's First Amended Complaint, and dismisses Defendants' counterclaim. In 1999, Debtor Bernard Glieberman formed a limited liability corporation named Lontray Enterprises, LLC. At that time, Glieberman and his wife each owned a 1% membership interest in Lontray. Their son, Lonie Glieberman, and their daughter, Tracey Katzen, each owned a 49% membership interest in Lontray. At all times relevant to this Opinion, Glieberman remained the "Manager" of Lontray and retained complete financial control over Lontray. At some point prior to June 8, 2001, Glieberman started a company called Digital Image, Inc. Glieberman was the 100% owner of Digital Image, Inc. On Oct. 29, 2008, Glieberman signed a document called "consent of shareholder" that approved changing the name of Digital Image, Inc. to Digim, Inc. That document stated that Glieberman was 100% shareholder of Digital Image, Inc. On July 20, 2017, Defendants filed the instant motion for partial judgment on the pleadings in this adversary proceeding. The motion seeks dismissal of Counts I and II of the Trustee's Amended Complaint. Count I of the First Amended Complaint seeks a declaratory judgment that the corporate assets of Digim, Inc. are property of the bankruptcy estate. Count II of the First Amended Complaint seeks a declaratory judgment that the profits generated by Digim, Inc. are property of the bankruptcy estate. In their motion, Defendants make three arguments: (1) the Trustee cannot recover any assets from Defendants because those assets were transferred to Digital Image, LLC; (2) even if the assets of Digim, Inc. were never transferred to Digital Image, LLC, Lontray has a perfected security interest the stock of Digim, Inc. which precludes the Trustee from administering the stock as an asset of the bankruptcy estate; and (3) the Trustee's efforts to recover the assets of Digim, Inc. are barred by the statute of limitations. The Court rejects all of the Defendants' arguments. Defendants' arguments have all been made and rejected by both this Court and the District Court. This Court is bound by the doctrines of collateral estoppel and res judicata to follow the rulings in prior proceedings of the District Court. The doctrines of res judicata and collateral estoppel require this Court to find that: (1) Debtor is the 100% owner of Digim, Inc., which includes both the corporate assets and the stock; (2) the profits flowing from Debtor's ownership of Digim, Inc. are property of the bankruptcy estate; (3) Lontray does not have an enforceable security interest in the Digim stock because Debtor and Lontray are related entities controlled by Debtor; and (4) because Debtor never transferred Digim, Inc. to Digital Image, LLC, the statute of limitations on collection actions has no applicability to this case. The bankruptcy case is in re: Bernard Sloane Glieberman, Chapter 11, Debtor, Case No. 15-55996-MBM (Bankr. E.D. Mich.). A full-text copy of Judge McIvor's Opinion dated Feb. 14, 2018 is available at https://is.gd/CtqRLN from Leagle.com. Bernard Sloane Glieberman, Debtor In Possession, represented by Debra Beth Pevos . Charles Taunt, Trustee, represented by Erika D. Hart -- ehart@tauntlaw.com -- & Dean R. Nelson, Jr. -- dnelson@tauntlaw.com -- The Taunt Law Firm. About Bernard Sloane Glieberman Bernard Sloane Glieberman sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 15-55996) on November 2, 2015. The case is assigned to Judge Marci B. McIvor. BR North is represented by Paul A. Wilhelm, Esq., at Clark Hill, PLC, in Detroit, Michigan. BLUE RIDGE: Taps Redmon Peyton as Legal Counsel ----------------------------------------------- Blue Ridge Arsenal, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Redmon Peyton & Braswell, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; address issues related to the use of cash collateral; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Robert Marino, Esq., a partner at Redmon and the attorney who will be handling the case, will charge an hourly fee of $375. The Debtor has agreed to pay Redmon a retainer in the sum of $21,717. Prior to the Petition Date, the firm received an initial retainer of $2,000, of which $1,717 was used to pay the filing fee. Mr. Marino disclosed in a court filing that he does not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Robert M. Marino, Esq. Redmon Peyton & Braswell, LLP 510 King Street, Suite 301 Alexandria, VA 22314 Phone: (703) 684-2000 Fax: (703) 684-5109 E-mail: rmmarino@rpb-law.com About Blue Ridge Arsenal Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. -- http://www.blueridgearsenal.com/-- owns a full line shooting sports store and range facility. The company was founded in 1989 and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC, which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D. Va. Case No. 17-13138). Blue Ridge Arsenal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9, 2018. In the petition signed by Earl L. Curtis, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. Redmon Peyton & Braswell, LLP, is the Debtor's legal counsel. BOISE GUN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Boise Gun Company, Inc. 4105 Adams Street Garden City, ID 83714 Business Description: Established in 1995, Boise Gun Company -- https://www.boisegun.com -- is a full service firearms dealer, ranging from firearms and accessory sales, to gunsmithing and NRA certified training classes. The Company offers an inventory of hundreds of firearms including a single shot shotgun, a high capacity handgun, or a fully automatic machine gun with a silencer. Boise Gun Company's services include appraisals, consignments, purchases and sales. The Company previously sought bankruptcy protection on Oct. 23, 2015 (Bankr. D. Id. Case No. 15-01389). Boise Gun Company is headquartered in Garden City, Idaho. Chapter 11 Petition Date: February 27, 2018 Case No.: 18-00207 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Hon. Terry L Myers Debtor's Counsel: Matthew Todd Christensen, Esq. ANGSTMAN JOHNSON, PLLC 3649 N. Lakeharbor Lane Boise, ID 83703 Tel: 208-384-8588 Fax: 208-853-0117 E-mail: mtc@angstman.com info@angstman.com Total Assets: $2.69 million Total Liabilities: $3.84 million The petition was signed by Jason Hopper, vice president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/idb18-00207.pdf BON-TON STORES: District Court Stays Lakegirl's Lawsuit ------------------------------------------------------- Magistrate Judge Leo I. Brisbois entered an order staying the claims in the action captioned Lakegirl, Inc., Plaintiff, v. Livnfresh, Inc., et al., Defendants, Court File No. 17-cv-1510 (JRT/LIB) (D. Minn.) as alleged against Defendants The Bon-Ton Stores, Inc.; Carson Pirie Scott II, Inc.; and the Bon-Ton Department Stores, Inc. On Feb. 14, 2018, the Bon-Ton Defendants filed a "Suggestion of Bankruptcy" informing the Court that the Bon-Ton Defendants had filed for Chapter 11 bankruptcy on Feb. 4, 2018. Counsel for the Bon-Ton Defendants proffered that he believed these bankruptcy filings may have created an automatic stay of the present proceeding as against the Bon-Ton Defendants under the Bankruptcy Code. The Court has verified that on Feb. 4, 2018, the Bon-Ton Defendants filed Chapter 11 Voluntary Petitions for bankruptcy. The present action was filed on May 9, 2017. The action is, thus, stayed and the plaintiff and the Bon-Ton defendants must file on CM/ECF a joint, written status update regarding the status of the bankruptcy proceeding and the impact of that proceeding on this case every 120 days from the date of this Order. A copy of Judge Brisbois' Order dated Feb. 15, 2018 is available at https://is.gd/dVsda8 from Leagle.com. Lakegirl, Inc., Plaintiff, represented by Donald W. Niles -- DNiles@nilolaw.com -- Niles Law Office, PA. Livnfresh, Inc., Defendant, represented by Brian B. Brown , Carlson, Gaskey & Olds, P.C., pro hac vice, David R. Fairbairn -- drfairbairn@kinney.com -- Kinney & Lange, PA & Jessica Marie Alm Thomas -- jthomas@kinney.com -- Kinney & Lange. The Bon-Ton Stores, Inc., Carson Pirie Scott II, Inc. & The Bon-Ton Department Stores, Inc., Defendants, represented by Brian B. Brown , Carlson, Gaskey & Olds, P.C., David R. Fairbairn , Kinney & Lange, PA & Jessica Marie Alm Thomas , Kinney & Lange. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 256 stores, which includes nine furniture galleries and four clearance centers, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, the Debtor disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; PJT Partners LP as investment banker; AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor. CALIFORNIA RESOURCES: Swings to $266 Million Net Loss in 2017 ------------------------------------------------------------- California Resources Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stock of $266 million on $2 billion of total revenues and other for the year ended Dec. 31, 2017, compared to net income attributable to common stock of $279 million on $1.54 billion of total revenues and other for the year ended Dec. 31, 2016. California Resources reported a net loss attributable to common stock of $138 million for the fourth quarter of 2017, compared to a net loss attributable to common stock of $77 million for the same period a year ago. As of Dec. 31, 2017, California Resources had $6.20 billion in total assets, $732 million in total liabilities, all current, $5.30 billion in long-term debt, $287 million in deferred gain and issuance costs, $602 million in other long-term liabilities, and a total deficit of $720 million. Todd Stevens, CRC's president and CEO, said, "In 2017, we followed a strategic plan to focus on projects that offered the best value creation, to live within cash flow and to emphasize disciplined growth, and I am pleased to report that we delivered on all fronts. We replaced 119% of our production, despite a limited capital program. We leveraged our portfolio flexibility through JV partnerships to accelerate and de-risk our actionable inventory. As we have done every year since our inception, we continued to live within our cash flow, investing approximately $240 million of CRC development capital in 2017 with a VCI1 of 1.7 or fully-burdened returns of 30%. In addition, we took steps to meaningfully strengthen our financial position with a new credit amendment that provides a clear runway and a path to further de-lever. In 2018, we expect to build upon this solid momentum as we extend our track record of disciplined execution into a mid-cycle commodity environment and capture the significant upside that lies ahead. By remaining dedicated to our strategy centered on optimizing CRC's world-class resources, driving operational execution and strengthening our balance sheet, we expect to deliver meaningful value creation for our shareholders in 2018 and beyond." Fourth Quarter 2017 Results Total daily production volumes averaged 126,000 barrels of oil equivalent (BOE) per day for the fourth quarter of 2017. Oil volumes averaged 80,000 barrels per day, NGL volumes averaged 16,000 barrels per day and gas volumes averaged 179,000 thousand cubic feet (MCF) per day. These results reflect approximately 1,300 BOE per day of negative PSC effects due to higher realized prices in the fourth quarter compared to expected prices, as well as a 700 BOE per day quarterly impact due to the California wildfires that occurred in December 2017. Realized crude oil prices, including the effect of settled hedges, increased by $11.44 per barrel to $56.92 per barrel from the prior year comparable period. Settled hedges decreased realized crude oil prices by $2.95 per barrel. Average realized NGL prices registered $44.03 per barrel and realized natural gas prices were $2.77 per MCF. Production costs for the fourth quarter of 2017 were $227 million, or $19.64 per BOE, compared to $17.50 per BOE in the prior year comparable period. The industry practice for reporting PSCs can result in higher production costs per barrel as gross field operating costs are matched with net production. Excluding the PSC effects, per unit production costs for the fourth quarter of 2017 would have been $18.31. The increase in unit based production costs was driven by an increase in energy costs, a ramp-up of downhole maintenance activity in line with stronger commodity prices and lower production volumes, but was partially offset by a more efficient use of energy. General and administrative (G&A) expenses were $68 million for the fourth quarter of 2017. Adjusted general and administrative expenses1 for the fourth quarter of 2017 were $67 million compared to $61 million in the prior year comparable period. The increase in adjusted G&A expenses1 was a result of the timing of grants coupled with the higher costs of performance-based bonus and incentive compensation plans due to better than expected results. CRC reported taxes other than on income of $33 million and exploration expense of $5 million for the fourth quarter of 2017. Capital investment in the fourth quarter of 2017 totaled $139 million, consisting of $125 million of internally funded capital and $14 million of BSP funded capital. Approximately $95 million was directed to drilling and capital workovers. Cash provided by operating activities was $23 million. Full Year 2017 Results Total daily production volumes averaged 129,000 BOE per day for the full year of 2017. Oil volumes averaged 83,000 barrels per day, NGL volumes averaged 16,000 barrels per day, and gas volumes averaged 182,000 MCF per day. Realized crude oil prices, including the effect of settled hedges, increased $9.23 per barrel to $51.24 per barrel from $42.01 per barrel in 2016. Settled hedges decreased 2017 realized crude oil prices by $0.23 per barrel compared with a $2.29 per barrel increase in 2016. Realized NGL prices increased 60% to $35.76 from $22.39 per barrel in 2016. Realized natural gas prices increased 17% to $2.67 per MCF compared with $2.28 per MCF in 2016. Production costs for the full year of 2017 were $876 million, or $18.64 per BOE. Per unit production costs, excluding the effect of PSCs, were $17.48 per BOE. The increase in production costs of $76 million from the prior year was driven by an increase in energy costs and a ramp-up of downhole and surface maintenance activity in line with stronger commodity prices, but were partially offset by a more efficient use of energy. While higher natural gas prices increase CRC's production costs for power and steam generation, they result in a net benefit due to higher revenue generated from natural gas sales. G&A expenses were $259 million for the full year of 2017. Adjusted G&A expenses1 for the full year of 2017 were $254 million compared to $228 million in 2016. The increase in adjusted G&A expenses1 was a result of the timing of grants coupled with the higher costs of performance-based bonus and incentive compensation plans due to better than expected results. CRC reported taxes other than on income of $136 million and exploration expense of $22 million for the full year of 2017. Capital investment in 2017 totaled $371 million, consisting of $275 million of CRC internally funded capital and $96 million of BSP funded capital. Approximately $266 million was directed to drilling and capital workovers. The Company's MIRA joint venture funded an additional $58 million of investment. Cash provided by operating activities for the full year of 2017 was $248 million. The Company was free cash flow1 neutral after working capital and excluding capital that was funded by BSP. Operational Update CRC operated an average of nine rigs during the fourth quarter of 2017 and drilled 81 wells, including those drilled with BSP and MIRA capital, which consisted of 75 development wells (36 steamflood, 25 waterflood, 13 primary and one unconventional) and six exploration wells (five steamflood and one primary). Most of the drilling activity was directed toward steamfloods and waterfloods, which have different production profiles and longer response times than typical conventional wells. As a result, the full production contribution is not typically experienced in the same year that the well is drilled. In the San Joaquin basin, CRC operated seven rigs and produced approximately 88 MBOE per day for the fourth quarter. The Los Angeles basin had one rig directed toward waterflood projects, and contributed 26 MBOE per day of production in the fourth quarter of 2017. The impact of the production sharing agreements in Long Beach decreased production by 1,300 BOE per day in the fourth quarter due to fewer cost-recovery barrels as a result of higher oil prices than initially expected. The Ventura basin activity included one rig focused on conventional projects and produced approximately 6,000 BOE per day for the fourth quarter. The California wildfires negatively impacted production by approximately 2,200 BOE per day in December 2017 and production remained affected by approximately 1,200 BOE per day in January 2018 due to third party power and access issues related to the fires and subsequent mudslides. First quarter of 2018 production guidance reflects a 400 BOE per day reduction primarily due to these issues, a 600 BOE per day impact for PSC effects, as well as other factors. CRC had no development drilling activity in the Sacramento basin and continues to focus on oil weighted projects. Balance Sheet Strengthening Update During February 2018, CRC entered into a midstream joint venture with an affiliate of Ares Management, L.P. 2018 Capital Budget With stronger expected cash flows, CRC estimates its 2018 capital program will range from $425 million to $450 million, which includes approximately $100 to $150 million in JV capital. CRC's 2018 capital program may grow further through the use of cash on the balance sheet, additional tranches from existing JVs as well as potential new JVs. CRC's direct investment level will be largely directed to waterflood and steamflood investments which will drive enhanced production into 2019. Credit Facility Amendment CRC entered into its seventh amendment of the 2014 Credit Facility in November 2017. This amendment received unanimous approval from all 29 lenders and financial institutions and became effective after the closing of a new $1.3 billion first lien secured term loan facility. Net proceeds were used to pay the $559 million remaining balance of the 2014 Term Loan, reduce the balance of the 2014 Revolving Credit Facility and pay accrued interest. The amendment extended the maturity date of the 2014 Revolving Credit Facility to June 30, 2021 and modified some of its covenants. Subsequent to the amendment, CRC was able to eliminate the springing maturity features related to the 5% notes due Jan. 15, 2020 and the 5 1/2% notes due Sept. 15, 2021 by buying back $65 million of principal of the 5% Notes and $35 million in principal of the 5 1/2% Notes. A full-text copy of the Form 10-K is available for free at: https://is.gd/Y3EOTv About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company headquartered in Los Angeles, California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CAREVIEW COMMUNICATIONS: Sells $2.05 Million Notes to Investors --------------------------------------------------------------- CareView Communications, Inc., previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on Feb. 5, 2018, the Company and its subsidiaries, CareView Communications, Inc., and CareView Operations, L.L.C., (the "Borrower"), entered into a Modification Agreement on Feb. 2, 2018, effective as of Dec. 28, 2017, with PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.) in its capacity as administrative agent and lender under the Credit Agreement dated as of June 26, 2015, as amended, by and among the Company, the Borrower and the Lender, with respect to the Credit Agreement in order to modify certain provisions of the Credit Agreement and Loan Documents to prevent an Event of Default from occurring. In consideration of the Lender's entry into the Modification Agreement, the Company and the Borrower agreed, among other things, that the Borrower would obtain (i) at least $2,250,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt (each that term as defined in the Credit Agreement) on or prior to Feb. 23, 2018 and (ii) an additional $3,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 31, 2018 (resulting in aggregate net cash proceeds of at least $5,250,000). On Feb. 23, 2018, in connection with the Eighth Amendment and the Company's issuance of the Eighth Amendment Supplemental Closing Notes and Eighth Amendment Supplemental Warrants, the Company, the Borrower and the Lender entered into a Second Amendment to Credit Agreement, dated Feb. 23, 2018, pursuant to which the parties agreed to amend the Modification Agreement to provide that the Borrower could satisfy its obligations under the Modification Agreement by obtaining (i) at least $2,050,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to Feb. 23, 2018 and (ii) an additional $3,000,000 in net cash proceeds from the issuance of Capital Stock (other than Disqualified Capital Stock) or Debt on or prior to May 31, 2018 (resulting in aggregate net cash proceeds of at least $5,050,000). The Credit Agreement Amendment also amended certain definitions in the Credit Agreement in order to reflect the Eighth Amendment and the issuance of the Eighth Amendment Supplemental Closing Notes. As previously reported in the Company's Current Report on Form 8-K filed with the SEC on April 27, 2011, the Company entered into a Note and Warrant Purchase Agreement dated April 21, 2011 with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP. Pursuant to the Purchase Agreement, the Company sold Senior Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount of $20,000,000, subject to adjustment in accordance with anti-dilution provisions set forth in the 2011 HealthCor Notes. The Company also issued Warrants to purchase an aggregate of up to 11,782,859 shares of its Common Stock at an exercise price per share equal to $1.40 per share to the HealthCor Parties. Amendment Agreement As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Jan. 6, 2012, the Company entered into a Note and Warrant Amendment Agreement with the HealthCor Parties on Dec. 30, 2011 to (a) amend the Purchase Agreement in order to modify the HealthCor Parties' right to restrict certain equity issuances; and (b) amend the 2011 HealthCor Notes and the HealthCor Warrants, in order to eliminate certain anti-dilution provisions. Second Amendment As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Feb. 2, 2012, the Company entered into a Second Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties on Jan. 31, 2012 which allowed the Company to sell additional Senior Secured Convertible Notes to the HealthCor Parties in the aggregate initial principal amount of $5,000,000. Third Amendment As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Aug. 26, 2013, the Company entered into a Third Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties on Aug. 20, 2013 to redefine the Company's minimum cash balance requirements. All other terms and conditions of the Purchase Agreement, including all amendments thereto, remained the same. Fourth Amendment As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Jan. 22, 2014, the Company entered into a Fourth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties on Jan. 16, 2014 to sell and issue to the HealthCor Parties (i) additional notes in the initial aggregate principal amount of $5,000,000, with a conversion price per share equal to $0.40 and (ii) additional warrants to purchase an aggregate of up to 4,000,000 shares of its Common Stock at an exercise price per share equal to $0.40. Fifth Amendment As previously reported in the Company's Current Report on Form 8-K filed with the SEC on Dec. 19, 2014, the Company entered into a Fifth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and certain additional investors on Dec. 15, 2014 to sell and issue to the Fifth Amendment Investors (i) additional notes in the initial aggregate principal amount of $6,000,000, with a conversion price per share equal to $0.52 and (ii) additional warrants to purchase an aggregate of up to 3,692,308 shares of our Common Stock at an exercise price per share equal to $0.52 (subject to adjustment as described therein). The Fifth Amendment New Investors were composed of all but one of our directors (at such time and currently) as well as one of our officers (at such time and currently) who is not also a director. As previously reported in our Current Report on Form 8-K filed with the SEC on Feb. 19, 2015, the Company and the Fifth Amendment Investors closed on the transactions contemplated by the Fifth Amendment on Feb. 17, 2015. Sixth Amendment As previously reported in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015, the Company entered into a Sixth Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on March 31, 2015, pursuant to which, among other things, (i) the requirement to maintain a minimum cash balance of $5,000,000 was reduced to a minimum cash balance of $2,000,000 and (ii) the amendment provision was revised to permit the Purchase Agreement to be amended by the Company and the holders of the majority of the Common Stock underlying the outstanding notes and warrants to purchase shares of its Common Stock sold pursuant to the Purchase Agreement (on an as-converted basis). On March 31, 2015, the Company also issued warrants to the HealthCor Parties to purchase up to an aggregate of 1,000,000 shares of the Company's Common Stock in consideration for certain prior waivers of the minimum cash balance requirement in the Purchase Agreement. The Sixth Amendment Supplemental Warrants have an exercise price per share equal to $0.53. Seventh Amendment As previously reported in the Company's Current Report on Form 8-K filed with the SEC on June 30, 2015, the Company entered into a Seventh Amendment to Note and Warrant Purchase Agreement with the HealthCor Parties and the Fifth Amendment New Investors on June 26, 2015, pursuant to which the Purchase Agreement was amended to permit the Company to enter into and perform its obligations under the Credit Agreement, and on June 26, 2015 certain amendments were also made to each of the outstanding notes issued under the Purchase Agreement in connection with the Company's entrance into the Credit Agreement. Eighth Amendment On Feb. 23, 2018, the Company entered into an Eighth Amendment to Note and Warrant Purchase Agreement with the Fifth Amendment New Investors, an additional investor party thereto and the HealthCor Parties (solely in their capacity as the Majority Holders approving the Eighth Amendment and not as investors), pursuant to which the Company sold and issued, for an aggregate of $2,050,000 in cash, to the Investors on that date (i) additional notes in the initial aggregate principal amount of $2,050,000, with a conversion price per share equal to $0.05 and a maturity date of Feb. 22, 2028 and (ii) additional warrants to purchase an aggregate of up to 512,500 shares of its Common Stock at an exercise price per share equal to $0.05 (subject to adjustment as described therein) and with an expiration date of Feb. 23, 2028. The Existing Investors are composed of all but one of the Company's current directors as well as one of its current officers who is not also a director. Of the total amount of Eighth Amendment Supplemental Closing Notes and Eighth Amendment Supplemental Warrants issued and sold by the Company pursuant to the Eighth Amendment, those directors and officer purchased, in aggregate, Eighth Supplemental Closing Notes in the initial aggregate principal amount of $1,950,000 and Eighth Amendment Supplemental Warrants to purchase an aggregate of up to 487,500 shares of our Common Stock. The Purchase Agreement and Eighth Amendment provide that the Company grants to the Investors a security interest in its assets as collateral for payment of the Eighth Amendment Supplemental Closing Notes evidenced by the Amended and Restated Pledge and Security Agreement dated as of Feb. 17, 2015 and by the Amended and Restated Intellectual Property Security Agreement dated as of Feb. 17, 2015. The Purchase Agreement and the Eighth Amendment also provide that the Company grants registration rights to the Investors for the Common Stock into which the Eighth Amendment Supplemental Closing Notes may be converted and that may be issued upon exercise of the Eighth Amendment Supplemental Warrants as provided for by the Registration Rights Agreement dated as of April 20, 2011, as amended June 30, 2015, by and among the Company, the HealthCor Parties and the additional investors. About CareView Communications Headquartered in Lewisville, Texas, CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView reported a net loss of $18.66 million in 2016 following a net loss of $16.35 million in 2015. As of Sept. 30, 2017, CareView had $14.32 million in total assets, $71.54 million in total liabilities, and a total stockholders' deficit of $57.21 million. CENVEO INC: Taps Kirkland & Ellis as Legal Counsel -------------------------------------------------- Cenveo, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as its legal counsel. The firms will advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; advise the Debtors regarding any potential sale of their assets; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. Kirkland's hourly rates are: Partners $965 - $1,795 Of Counsel $575 - $1,795 Associates $575 - $1,065 Paraprofessionals $220 - $440 The Debtors paid Kirkland an advance payment retainer in the sum of $250,000 prior to the petition date. Jonathan Henes, president of Jonathan S. Henes, P.C., a partner at Kirkland, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Henes disclosed that Kirkland has not agreed to any variations from, or alternatives to, its standard billing arrangements; and that no Kirkland professional has varied his rate based on the geographic location of the Debtors' cases. The Debtors have already approved Kirkland's budget and staffing plan for the period February 2 to June 2, 2018, according to Mr. Henes. Kirkland can be reached through: Jonathan S. Henes, P.C. Joshua A. Sussberg, P.C. George Klidonas, Esq. Natasha Hwangpo, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: jonathan.henes@kirkland.com joshua.sussberg@kirkland.com george.klidonas@kirkland.com natasha.hwangpo@kirkland.com - and - James H.M. Sprayregen, P.C. Melissa N. Koss, Esq. Gregory F. Pesce, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.sprayregen@kirkland.com melissa.koss@kirkland.com gregory.pesce@kirkland.com About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. CENVEO INC: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------ Cenveo, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk, LLC as its administrative advisor. The firm will provide bankruptcy administration services, which include managing and coordinating any distributions pursuant to a Chapter 11 plan; the solicitation, balloting and tabulation of votes; and the preparation of reports in support of the plan. The firm's hourly rates are: Analyst $30 - $45 Technology Consultant $55 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation Consultant $190 Director of Solicitation $210 Shira Weiner, general counsel of Prime Clerk, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Shira D. Weiner Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. CENVEO INC: Taps Rothschild Inc. as Financial Advisor ----------------------------------------------------- Cenveo, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Rothschild Inc. as its financial advisor and investment banker. The firm will assist the company and its affiliates in reviewing their business plans and financial projections; identify or initiate potential transactions; evaluate their debt capacity and assist in determining an appropriate capital structure for them; help the Debtors raise new debt or equity; participate in negotiations; and provide other services related to their Chapter 11 cases. The Debtors have agreed to pay Rothschild a retainer in the sum of $650,000, and a monthly advisory fee of $150,000 starting February 1 whether or not a transaction is proposed or consummated. The firm will also receive a fee of $6.5 million, payable upon the closing of a recapitalization transaction or a credit bid transaction. In addition, Rothschild will receive immediately upon the consummation of a "company sale" (other than a credit bid transaction) a fee of $8 million, plus, to the extent the aggregate consideration involved in the sale is greater than $750 million, 2% of such excess amount. Meanwhile, the firm will receive immediately upon the consummation of a "print segment sale" that does not occur in connection with a company sale, a fee of $2.5 million, plus to the extent the aggregate consideration involved in the print segment sale is greater than $150 million, 3% of such excess amount. The Debtors have also agreed to pay Rothschild a new capital fee equal to (i) 1% of the face amount of any senior secured debt raised; (ii) 2% of the face amount of any junior secured, senior or subordinated unsecured debt raised; and (iii) 4% of any equity capital, capital convertible into equity or hybrid capital raised. Stephen Antinelli, managing director of Rothschild, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Rothschild can be reached through: Stephen Antinelli Rothschild Inc. 1251 Avenue of the Americas, 33rd Floor New York, NY 10020 Phone: 212-403-3500 Fax: 212-403-3501 About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. CENVEO INC: Taps Zolfo Cooper as Bankruptcy Consultant ------------------------------------------------------ Cenveo, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Zolfo Cooper, LLC as its bankruptcy consultant and special financial advisor. The firm will advise Cenveo's management in organizing the resources and activities of the company and its affiliates; assist in designing and implementing programs to manage or divest the Debtors' assets; assist in the preparation of a plan of reorganization and business plan; help the Debtors resolve disputes and manage the claims process; and provide other services related to their Chapter 11 cases. The firm's hourly rates are: Managing Director $850 - $1,035 Professional Staff $320 - $850 Support Personnel $70 - $300 Zolfo Cooper received a pre-bankruptcy retainer of $150,000, an initial advance payment of $200,000, and subsequent advance payments from the Debtors. Eric Koza, managing director of Zolfo Cooper, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Zolfo Cooper can be reached through: Eric Koza Zolfo Cooper, LLC Grace Building 1114 Avenue of the Americas, 41st Floor New York, 10036 US Tel: +1 212 561 4000 / +1 212 561 4152 Fax: +1 212 213 1749 E-mail: ekoza@zolfocooper.com About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. CESAR QUINONES: Court Won't Review Dec. 29 IRS Ruling ----------------------------------------------------- Bankruptcy Judge Brian Tester entered an order denying the U.S. Internal Revenue Service's motion for relief from order in the adversary proceeding captioned CESAR IVAN VARGAS QUINONES, Plaintiff, v. UNITED STATES OF AMERICA, INTERNAL REVENUE SERVICE; COMMONWEALTH OF PUERTO RICO, DEPARTMENT OF TREASURY OF PUERTO RICO; STATE INSURANCE FUND CORPORATION Defendant(s), Adversary No. 16-00108 (Bankr. D.P.R.). The IRS has requested the court to reconsider its Opinion & Order entered on Dec. 29, 2017, under Rule 9023 of the Federal Rules of Bankruptcy Procedure. In their motion for relief from order filed Jan. 12, 2018, the IRS asked the court to reconsider its ruling regarding two issues of law: (1) the manner in which the IRS must record a lien on personal property, and (2) whether Section 506 of the Bankruptcy Code allows pre-confirmation lien stripping in the context of a chapter 11 case. As to the first issue of law, the IRS argues that their lien should be attached to personal property, as well as real property, as such liens were filed properly with the District Court of Puerto Rico. The IRS clarifies there is no state law designating a registry for tax liens to be filed, thus, as per 26 U.S.C. section 6323(f)(1), filing the tax lien with the clerk of the District Court should suffice for the tax lien to attach not only to real property but also to personal property. As to the second issue of law submitted for the court's reconsideration, the IRS acknowledges the court's authority to lien-strip, but questions its ability to do so before the confirmation of the chapter 11 plan. In short, the IRS argues that allowing pre-confirmation lien stripping creates the potential to deny a secured party "the value of its claim." Upon review, the Court holds that IRS's motion for reconsideration fails to provide convincing reasons why the court should revisit its Opinion. Similarly, the IRS offers no compelling facts or legal grounds in support of repealing the court's prior decision. The IRS fails to present newly discovered evidence or any intervening change in law. Rather, in disagreeing with the court's Opinion, the IRS attempts to either confuse the court as to the liens over which the Opinion ruled upon, or to raise new arguments regarding their view on pre-confirmation lien stripping. For these reasons, the IRS's arguments do not warrant reconsideration by the court. The bankruptcy case is in re: CESAR IVAN VARGAS QUINONES, Chapter 11, Debtor(s), Case No. 14-09404 BKT (Bankr. D.P.R.). A full-text copy of Judge Tester's Opinion and Order dated Feb. 13, 2018 is available at https://is.gd/kHaseK from Leagle.com. CESAR I VARGAS QUINONEZ, Plaintiff, represented by EDUARDO J. CAPDEVILA DIAZ , GARCIA ARREGUI & FULLANA PSC & ISABEL M. FULLANA , GARCIA ARREGUI & FULLANA PSC. United States Of America, United States of America, Defendant, represented by Kieran O. Carter -- Kieran.O.Carter@usdoj.gov -- Department of Justice, Tax Division & Nelson Wagner, U.S. Department of Justice, Tax Division. INTERNAL REVENUE SERVICE, Defendant, represented by Kieran O. Carter, Department of Justice, Tax Division. COMMONWEALTH OF PUERTO RICO & Department of the Treasury of Puerto Rico, Department Of The Treasury for the Commonwealth of Puerto Rico, Defendants, represented by MIGDA L. RODRIGUEZ COLLAZO, DEPARTMENT OF JUSTICE. CORPORACION DEL FONDO DEL SEGURO DEL ESTADO, State Insurance fund Corporation, Defendant, pro se. Based in San Juan, Puerto Rico Cesar I Vargas Quinones aka Cesar Ivan Vargas Quinones filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No.: 09-05248) on June 29, 2009, with estimated assets of $1,000,001 to $10,000,000 and estimated assets of $1,000,001 to $10,000,000. The petition was signed by Mr. Quinones. CHARLES K. BRELAND: Ct. Rejects Trustee Bid to Approve Compromise ----------------------------------------------------------------- In the bankruptcy cases captioned In re: CHARLES K. BRELAND, JR., Chapter 11, Debtor; In re: OSPREY UTAH, LLC, Chapter 11, Debtor, Case Nos. 16-2272-JCO, 16-2270-JCO (Bankr. S.D. Ala.), Judge Jerry C. Oldshue of the U.S. Bankruptcy Court for the Southern District of Alabama denied without prejudice the Trustee's motion to approve comprise under Rule 0919. The matter came before the Court on Nov. 13, 2017, for an evidentiary hearing on the Trustee's motion and Debtor's response in opposition to the motion. The proposed settlement consists of two parts: the first part is in regard to real property interests in Carbon and Emery Counties, Utah, which Debtor holds jointly with creditor Levada EF Five, LLC. These real property interests are listed as assets in Osprey Utah, LLC's Schedule A/B. The second part consists of two appeals pending before the Eleventh Circuit and an Adversary Proceeding pending before this Court, all three of which the Trustee proposes be dismissed with prejudice due to the Lawsuits' negative value to the Estate. Having considered the record before it, the motions and responses, the evidence presented at the hearing, and the arguments of the parties, the Court finds that the Trustee failed to carry his burden of proof in order for the Court to approve the motion in toto. To be clear, the Court is not making a finding that the concept of settling these matters is unwarranted under the circumstances, but only that the Trustee did not submit sufficient evidence to prove a settlement under these terms meets the minimum standards of reasonableness. If the Trustee believes that it is in the best interest of the Bankruptcy Estate to continue to pursue a resolution of these matters, the Court encourages the Trustee to address the motion's deficiencies as and subsequently provide the Court with sufficient evidence of thorough marketing and an accurate assessment of the value of all aspects of a proposed settlement in any future motion. So that there will be no confusion among the parties as to the res judicata effect of any of the findings in this order, the Trustee's motion is denied without prejudice. A full-text copy of Judge Oldshue's Memorandum Opinion and Order dated Feb. 14, 2018 is available at https://is.gd/rQMejc from Leagle.com. Charles K. Breland, Jr., Debtor, represented by Algert S. Agricola -- aagricola@rdafirm.com -- Ryals, Donaldson & Agricola, PC, Daniel Grant Blackburn, Jr., Richard M. Gaal, McDowell -- rgaal@mcdowellknight.com -- Knight, Roedder & Sledge, Robert M. Galloway -- bgalloway@gallowayllp.com -- Galloway Wettermark Everest & Rutens & J. Willis Garrett. BANKRUPTCY ADMINISTRATOR, Trustee, represented by Mark S. Zimlich, U.S. Bankruptcy Administrator. A. R. Maples, Jr., Trustee, represented by Gilbert Fontenot -- guslf100@aol.com A. R. Maples, Jr., Trustee, pro se. About Charles Breland Jr. Charles K. Breland filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016, and is represented by Eric Slocum Sparks, Esq. of Eric Slocum Sparks PC. A. Richard Maples, Jr. was appointed as Chapter 11 trustee for the Debtor. CHEMOURS COMPANY: Risk Steps Up With PFC litigation, Moody's Says ----------------------------------------------------------------- In a report out Moody's Investors Service says there is a heightened level of litigation risk to both The Chemours Company, (Ba2, Stable) and E.I. du Pont de Nemours and Company (A3, negative outlook) stemming from new litigation filed in North Carolina and Ohio; as well as other recent events associated with perfluorochemicals (or PFCs), a family of chemicals used for decades to process fluoroproducts. Moody's views these developments as negative to the credit profiles of both companies but there is no impact on ratings at this time. Chemours Company (The), headquartered in Wilmington, Delaware, is a leading global provider of performance chemicals through three reporting segments: Titanium Technologies, Fluoroproducts and Chemical Solutions. Revenues for the last twelve months ended December 31, 2017, were roughly $6.2 Billion. Headquartered in Wilmington, Delaware, E.I. du Pont de Nemours and Company (DuPont) is one of the largest US and global chemical companies with a diverse portfolio of specialty materials, chemicals, polymers and agricultural products. The company reported $24.3 billion of revenues for the twelve months ended December 31, 2017. CHESTER MARINA: Taps Klein & Associates as Legal Counsel -------------------------------------------------------- Chester Marina, LLC, filed anew an application to hire Klein & Associates, LLC as legal counsel in connection with its Chapter 11 case. The U.S. Bankruptcy Court for the District of Maryland had previously denied the Debtor's earlier application to employ the Annapolis-based law firm due to incorrect information in the filing. Klein & Associates will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its bankruptcy case. The Debtor paid the firm the sum of $9,217. The firm drew down $1,825 to cover for pre-bankruptcy services in connection with the preparation and filing of the Debtor's case, and $1,717 for the filing fee. Any further draw down or payment to the firm is subject to court approval. Klein & Associates is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Diana L. Klein, Esq. KLEIN & ASSOCIATES, LLC 2450 Riva Road, Suite 200 Annapolis, MD 21401 Phone: (443) 569-4574 E-mail: diana@klein-lawfirm.com About Chester Marina Chester Marina LLC is a privately-held company in Bethany Beach, Delaware, engaged in the real estate business. It owns a real property located at 319 Chester Avenue, Annapolis, Maryland, valued by the company at $1.8 million. Chester Marina filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-24160) on Oct. 24, 2017. In the petition signed by Michael Daniels, managing member, the Debtor disclosed $1.8 million in assets and $1.76 million in liabilities. The Hon. David E. Rice presides over the case. Klein & Associates, LLC, is the Debtor's legal counsel. CITGO HOLDING: Fitch Affirms CCC IDR; Off Ratings Watch Neg. ------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of CITGO Petroleum Corporation (Opco) at 'B' and CITGO Holding Inc. (Holdco) at 'CCC'. In addition, Fitch has removed the ratings from Rating Watch Negative (RWN) and assigned a Stable Outlook. Fitch has also upgraded all senior secured debt ratings at Holdco to 'B'/'RR1' from 'B-'/'RR2' based on lower debt balances and stronger expected recoveries. The main driver for actions is the company's expected successful refinancing of its 2018 Holdco Term Loan, which was the key near-term refinancing risk. CITGO's ratings are supported by quality refining assets, modest capex requirements, CITGO's actions to address near-term refinancing risk, and a robust macro environment for refiners. Rating concerns are material and revolve around linkage to financially stressed ultimate parent PDVSA (LT IDR: RD) as it relates to potential change of control issues, and future refinancing risk, insofar as contagion from PDVSA could impact the willingness of investors to refinance existing debt at CITGO. The 'CCC' rating at Holdco reflects the fact that Holdco will continue to face significant refinancing risk, and in less than two years could face another challenging refinancing when the 2020 Holdco notes come due in an upsized amount ($1.875 billion). This could be exacerbated by any changes in distribution policies, for example if more cash were retained at the Opco level or otherwise stopped being trapped at Holdco. Transaction Summary: CITGO repaid the remaining $590 million balance of its Holdco Term Loan due May 2018 using a combination of $215 million in non-restricted cash, which had had built up at the Holdco level, and $375 million in new notes. The notes were $375 million due in 2020 10.75% notes, which were sold in a direct placement offering to Holdco's existing 10.75% noteholders. The sale was allowed under an 'additional notes' provision under the existing indenture for the notes. Proceeds of $375 million plus the existing $215 million in cash were used to retire the full amount of the Term Loan. Following the transaction, the next maturity due at the Holdco level is 2020. KEY RATING DRIVERS Refinancing Lowers Near Term Risk: The refinancing of CITGO Holding's 2018 Term Loan has stabilized the near-term outlook for the credit, as uncertainty surrounding the Term Loan's refinancing was the main driver behind Fitch's previous placement on RWN. CITGO completed the transaction using an 'additional notes' provision under the existing indenture for its 10.75% notes. The new notes, which were made under a 144a offering to existing noteholders, have the same 10.75% coupon, the same CUSIP, the same maturity date, and the same shared security as the existing notes. The refinancing reduced net leverage at the Holdco level by approximately $215 million. Sanctions Impact Manageable: The ongoing impact of U.S. sanctions against Venezuela has had a material but manageable impact on CITGO. On an operations level, CITGO continues to run its refining system with a majority of non-Venezuelan crudes, including U.S., Canadian heavy, West African, and other South American crudes. Fitch would note that the company already sources most of its crude on the open market from third parties (78% from third parties at Sept. 30, 2017). The current crude supply agreement allows for up to 310kbpd of crude sales from Venezuela, subject to availability, although actual quantities lifted from PDVSA fell well below that level. The Trump administration is reportedly considering new sanctions against Venezuela, which could potentially cut off oil imports. It is unclear if these measures would come to pass given they could raise gasoline prices; however, Fitch believes the direct impact on CITGO should be modest, as Fitch believes CITGO could find adequate third party supply with limited economic impact. Change of Control Risks: In the case of a default on the PDVSA senior notes due 2020, foreclosure on the equity collateral (Citgo Holding stock) would likely trigger change of control provisions in CITGO's existing debt. If unable to obtain sufficient consents from lenders, Citgo would be obligated to make an offer to repurchase outstanding senior notes at 101. The company would have a 90-day repurchase window (complete offer within 30 days, complete transaction 60 days subsequent), providing some time to refinance the notes or otherwise raise sufficient liquidity. Citgo Holding's Term Loan had a significantly stricter three day requirement for repayment following a change in control, but has now been repaid. A change in control would constitute an event of default under Citgo Petroleum's revolving credit agreement and term loan. Lenders would have the option to accelerate the loans or provide change of control consent. While Fitch believes Citgo would likely have the ability to either obtain lender consents or refinance the existing debt package, external events including capital market shocks or difficulty reaching consensus amongst a diverse bondholder group could impair the company's ability to do so within the applicable repurchase windows. PDVSA Ownership Key Rating Constraint: There is a relatively strong operational linkage between CITGO and PDVSA (Long-Term Foreign and Local Currency IDRs RD). This relationship is evidenced by a history of use of CITGO as a source of dividends to its parent, frequent placement of PDVSA personnel into CITGO executive positions, control of CITGO's board by its parent, and existence of a crude oil supply agreement. However, there are important legal and structural separations between the two entities. CITGO is a Delaware corporation with U.S. domiciled assets and is separated from PDVSA by two Delaware C-Corps, CITGO Holding, Inc., and PDV Holding Inc. The most important factor justifying the rating notching between CITGO and PDVSA is the strong covenant protections in CITGO's secured debt, which limit the ability of the parent to dilute CITGO's credit quality. Key covenants include limitations on guarantees to affiliates, restrictions on dividends to CITGO Holding and PDVSA, asset sales, and incurrence of additional indebtedness. CITGO Petroleum debt has no guarantees or cross-default provisions related to either PDVSA debt or CITGO Holding debt. Good Refining Assets and Positioning: CITGO owns and operates three large, high-quality refineries, providing sufficient economies of scale to compete with larger tier-one refiners. Positioning in the Midwest and Gulf Coast provides access to a variety of crudes, including U.S. sweet crudes, Canadian heavies, and heavy sour imports at the Gulf. CITGO's refineries have above-average complexity, including substantial coking capacity, allowing for conversion of discounted heavier and sour crudes into higher-value products. Coking capacity in particular is important for sustaining profitability now that the U.S. crude export ban has been lifted, and is expected to benefit from new IMO regulations in 2020, which limit the ability of marine vessels to burn residual fuel oil. CITGO's footprint on the Gulf coast allows favorable access to export markets, which is an important component in maintaining competitive gross margins relative to peers. The overall refining environment remains benign, and Fitch expects 2017 performance will be relatively robust driven by solid refining fundamentals including strong product demand, good crack spreads, and benefits associated with recent U.S. tax reform. CITGO HOLDING: Debt Supported by CITGO Petroleum Cash Flow: Ratings for CITGO Holding reflect heightened refinance/probability of default risk, structural subordination and a reliance on CITGO Petroleum to provide dividends for debt service. Dividends from CITGO Petroleum provide the majority of debt service capacity at CITGO Holding, and are driven primarily by refining economics and the restricted payments basket. As part of the 2015 financing, CITGO Holding purchased $750 million in logistics assets from CITGO Petroleum, which have recently provided approximately $40 million in EBITDA at CITGO Holding available for interest payments. These logistics assets are pledged as collateral under the CITGO Holding debt package. Following the refinancing of the Holdco Term Loan, Holdco faces another potentially more significant refinancing exercise again in 2020 when its upsized 10.75% notes come due. DERIVATION SUMMARY At 749,000 bbl/d day of refining capacity, CITGO is smaller than investment grade refiners MPC (1.8 million bbl/d), VLO (2.7 million bbl/d), PSX (2.1 million bbl/d), and Andeavor (1.2 million bbl/d). CITGO also lacks diversification from ancillary businesses that these peers do, primarily logistics MLPs. However, given CITGO's relatively strong asset footprint, cash flow potential, and size, Fitch informally estimates that, on a stand-alone basis with no parental rating constraints, CITGO could be rated significantly higher than its current rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- CITGO capex of $266 million in 2017 and $350 million per year across the remainder of the forecast; -- Regional crack spreads declining to mean inflation-adjusted levels over the forecast horizon; -- Long-run refining gross margin of $9-$10/bbl; -- No material increases in corporate SG&A and refining opex/bbl; -- CITGO Petroleum pays nearly all of its net income to CITGO Holdings. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action CITGO Petroleum -- Change in ownership to a higher-rated parent, or changes leading to a stand-alone credit analysis; -- Improved ratings at PDVSA given the explicit ratings linkage; -- Stronger structural separations between CITGO and PDVSA leading to a wider notching rationale between the two. CITGO Holding -- Change in ownership to a higher-rated parent, or structural changes leading to a stand-alone credit analysis. Developments That May, Individually or Collectively, Lead to Negative Rating Action CITGO Petroleum -- Weakening or elimination of key covenant protections in the CITGO senior secured debt documents; -- Inability to refinance debt; -- A sustained operational problem at one or more refineries leading to impaired cash flow forecasts and credit metrics. CITGO Holding -- Weakening or elimination of key covenant protections in CITGO Holding senior secured debt documents; -- Inability to refinance debt; -- Operational problems or weakening long-run fundamentals at CITGO that negatively affect the dividend stream to CITGO Holdings. LIQUIDITY CITGO Petroleum At Sept. 30, 2017, CITGO Petroleum had approximately $1.2 billion in available liquidity, consisting of $895 million in revolver availability, $229 million in cash and $70 million in availability on the accounts receivable facility. Fitch believes this will be adequate for near-term liquidity requirements in the ordinary course of business, which would consist primarily of working capital needs following another large move in crude or product prices. Fitch expects that capex, dividends and other calls on liquidity will be funded with operating cash flow. CITGO Petroleum's next maturity due is its revolver (2019), followed by its term loan B (2021). CITGO Holding Following the proposed refinancing of the Holdco TL, total cash at CITGO Holdco is expected to be approximately $230 million (of which, $30 million is unrestricted). If a change of control occurs, CITGO Holding would be required to make an offer to purchase its 10.75% and 6.25% senior secured notes. STRONG RECOVERY: The recovery analysis was based on the maximum of going concern and liquidation value. For liquidation value, Fitch used standard haircuts for the company's A/R, after adjusting for receivables that were associated with the company's securitization program. Fitch used a relatively light discount of 25% for inventories, based on the fact that crude and refined products are easily re-sellable to peer refiners, traders or wholesalers. Fitch also used a relatively light discount for CITGO's net PP&E, based on a review of historical refining transactions. These items summed to a total liquidation value of $4.54 billion. Our going concern valuation for CITGO was $5.0 billion, comprised of Fitch run-rate EBITDA of $1.0 billion times a 5.0x multiple. The 5.0x multiple reflects the fact that while CITGO's parent has run the assets to maximize free cash flow and dividends over the last several years, historical transactions for higher quality, high complexity refineries on the Gulf coast have occurred at robust levels. Fitch would expect there would be strong interest in these assets, regardless of whether they required incremental capex. The maximum of these two approaches was the going concern approach of $5.0 billion. A standard waterfall approach was then applied. Subtracting 10% for administrative claims, resulted in an adjusted EV of $4.5 billion, which resulted in 100% recovery (RR1) for CITGO Petroleum's secured revolver, TL, and notes. A residual value of approximately $2.2 billion remained after this exercise. This was applied in a second waterfall at CITGO Holdco, whose debt is subordinated to that of CITGO Petroleum insofar as dividends after debt service at Petroleum are used to service debt at Holdco. The $2.2 billion was added to approximately $380 million in going concern value associated with the Midstream assets at Holdco for total initial value of $2.59 billion. After deductions for administrative claims, Holdco secured debt recovered at the 100% (RR1) level as well. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: CITGO Petroleum Corp. -- Long-Term IDR affirmed at 'B'; -- Senior secured revolver affirmed at 'BB'/'RR1'; -- Senior secured term loan affirmed at 'BB'/'RR1'; -- Senior secured notes affirmed at 'BB'/'RR1'; -- Fixed rate industrial revenue bonds affirmed at 'BB'/'RR1'. CITGO Holding Inc. -- Long-term IDR affirmed at 'CCC'; -- Senior secured term loan upgraded to 'B'/'RR1' from 'B- '/'RR2'; -- Senior secured notes upgraded to 'B'/'RR1' from 'B-'/'RR2'. The ratings have been removed from Rating Watch Negative and assigned a Stable Outlook for both entities. CLUB VILLAGE: April 3 Plan Confirmation Hearing Set --------------------------------------------------- Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has approved the disclosure statement explaining Club Village, LLC's plan and will convene on April 3, 2018, at 1:30 p.m., a hearing to consider confirmation of the plan and approval of fee applications. Deadline for filing fee applications is March 13, 2018. Deadline for filing objections to confirmation is March 20. As previously reported by The Troubled Company Reporter, the Plan will be funded primarily by the sale proceeds received from the sale of substantially all of the assets of the debtor, and any additional cash held by the debtor as of the date of the confirmation hearing. The debtor's and Frederick Anthony DeFalco's liabilities to CF SBC Pledgor 1 2012-1 were satisfied from the proceeds of the sale of substantially all of the debtor's assets. After administrative expenses and priority claims are paid, the debtor will distribute the remaining proceeds to general unsecured creditors pro rata. The debtor estimates the aggregate amount of general unsecured claims totals $110,377.17. A full-text copy of Club Village's disclosure statement is available at: http://bankrupt.com/misc/flsb16-2149-230.pdf About Club Village Club Village, LLC, a single asset real estate business based in 1601 NW 13 St., Boca Raton, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21497) on Aug. 22, 2016. The petition was signed by Fred DeFalco, managing member. The case is assigned to Judge Erik P. Kimball. The Debtor disclosed total assets at $11.5 million and total debts at $11.2 million. Aaron A. Wernick, Esq., at Furr & Cohen, is the Debtor's bankruptcy counsel. The Debtor engaged Andrew Sodl, Esq., at Akerman LLP as special counsel; and Paul Rubin, EA, Mtax and Rubin & Associates, CPA Firm, PA, as accountants. No trustee, examiner or statutory committee has been appointed in the Debtor's case. COLORADO NATIONAL: Taps Raymond Natter as Expert Witness -------------------------------------------------------- Colorado National Bancorp seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire an expert witness in connection with the proposed sale of its stock in Colorado National Bank. The Debtor proposes to employ Raymond Natter, a partner at Barnett, to provide expert testimony at any court hearing in connection with the sale. Mr. Natter will charge $925 per hour for his services. Mr. Natter disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or it estate. The firm can be reached through: Raymond Natter Barnett, Sivon & Natter P.C. 2550 M St. NW, 8th Floor Washington, D.C. 20037 Phone: (202) 463-6040 Fax: (202) 785-5209 E-mail: rnatter@barnett-sivon.com About Colorado National Bancorp Colorado National Bancorp, formerly known as Community Bank Partners Inc., operates as a bank holding company for Colorado National Bank that provides banking products and services to businesses and consumers in Colorado and surrounding states. It was incorporated in 2009 and is based in Denver, Colorado. Colorado National Bancorp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20315) on Nov. 8, 2017. In the petition signed by CEO Scott D. Jackson, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Elizabeth E. Brown presides over the case. Shapiro Bieging Barber Otteson LLP is the Debtor's counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2017. The Committee retained Markus Williams Young & Zimmermann LLC as its bankruptcy counsel; Vining Sparks Community Bank Advisory Group as financial advisor; and Shapiro Bieging Barber Otteson LLP as special counsel. COMSTOCK RESOURCES: Posts $111.4 Million Net Loss for 2017 ---------------------------------------------------------- Comstock Resources, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $111.40 million on $255.33 million of total oil and gas sales for the year ended Dec. 31, 2017, compared to a net loss of $135.13 million on $175.70 million of total oil and gas sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Comstock Resources had $930.41 million in total assets, $1.29 billion in total liabilities and a total stockholders' deficit of $369.27 million. Comstock produced 22 billion cubic feet of natural gas and 214,000 barrels of oil or 23.5 billion cubic feet of natural gas equivalent in the fourth quarter of 2017. Natural gas production averaged 241 million cubic feet per day, reflecting growth of 90% from pro forma natural gas production in the fourth quarter of 2016 (excluding the divestitures completed in 2016). The growth in natural gas production was driven by Comstock's successful Haynesville shale drilling program. Oil and natural gas prices improved in the fourth quarter of 2017. Comstock's average realized natural gas price, including hedging gains, increased 3% to $2.94 per Mcf in the fourth quarter of 2017 as compared to $2.85 per Mcf realized in the fourth quarter of 2016. The Company's average realized oil price increased by 23% to $56.48 per barrel in the fourth quarter of 2017 as compared to $45.96 per barrel in the fourth quarter of 2016. The higher realized prices and the growth in natural gas production caused oil and gas sales to increase by 59% in the fourth quarter of 2017 to $77.3 million (including realized hedging gains) as compared to 2016's fourth quarter sales of $48.5 million. EBITDAX, or earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and other noncash expenses, was $56.0 million in the fourth quarter of 2017, an increase of 105% over EBITDAX of $27.2 million generated in the fourth quarter of 2016. Operating cash flow generated in the fourth quarter of 2017 was $37.6 million as compared to operating cash flow of $9.2 million in the fourth quarter of 2016. The results for the year ended Dec. 31, 2017 include an unrealized gain from derivative financial instruments of $7.3 million, impairments and loss on sale of oil and gas properties of $45.0 million, $35.7 million of non-cash interest expense associated with the discounts recognized and costs incurred on the debt exchange that occurred in 2016 and the $19.1 million benefit due to the new U.S. federal tax law change. Financial results for the year ended Dec. 31, 2016 include impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $125.5 million, an unrealized loss from derivative financial instruments of $7.5 million, an income tax charge to reflect a change in state law of $7.2 million, and a gain of $176.5 million from extinguishment of debt, less the amortization of the original issue discount from the notes issued in the debt exchange completed in September 2016. Excluding these items from results for each period, the net loss for the year ended Dec. 31, 2017 would have been $57.1 million or $3.90 per share as compared to a net loss of $171.4 million, or $14.61 per share in the year ended Dec. 31, 2016. Comstock reported a net loss of $42.3 million or $2.86 per share for the fourth quarter of 2017 as compared to a net loss of $54.9 million or $4.48 per share for the fourth quarter of 2016. The loss included several unusual items including an impairment charge of $44.0 million, primarily of the Company's South Texas oil properties which are held for sale, $10.9 million of non-cash interest expense associated with the discounts recognized and costs incurred on the debt exchange that occurred in 2016, an unrealized loss from derivative financial instruments of $1.9 million and a $19.1 million income tax benefit due to the new U.S. federal income tax law. Financial results for the fourth quarter of 2016 included impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $2.8 million, an unrealized loss from derivative financial instruments of $6.0 million, an income tax charge to reflect a change in state law of $3.4 million, and charges associated with the debt exchange totaling $11.1 million. Excluding these items from each year's results, the net loss for the fourth quarter of 2017 would have been $4.6 million or $0.31 per share as compared to a net loss of $31.6 million or $2.58 per share in the fourth quarter of 2016. Comstock produced 73.5 billion cubic feet of natural gas and 951,000 barrels of oil or 79 billion cubic feet of natural gas equivalent in the year ended Dec. 31, 2017 compared to 54 Bcf of natural gas and 1.4 million barrels of oil or 62 Bcfe in 2016. Natural gas production averaged 201 million cubic feet per day in 2017, an increase of 46% over pro forma 2016 natural gas production, excluding the divestitures completed in 2016. Oil production in 2017 declined by 31% from 2016. Comstock's average realized natural gas price, including hedging gains, increased 28% to $2.97 per Mcf in the 2017 as compared to $2.32 per Mcf realized in 2016. The Company's average realized oil price increased by 28% to $49.02 per barrel in the year ended Dec. 31, 2017 as compared to $38.24 per barrel in the year ended Dec. 31, 2016. The higher realized prices and the growth in natural gas production caused oil and gas sales to increase by 49% to $264.7 million (including realized hedging gains) as compared to $177.8 million in the year ended Dec. 31, 2016. EBITDAX of $184.3 million in the year ended Dec. 31, 2017 was 103% higher than the EBITDAX of $90.9 million generated in the year ended Dec. 31, 2016. Operating cash flow generated in the year ended December 31, 2017 was $111.7 million as compared to an operating cash flow deficit of $8.2 million in the year ended Dec. 31, 2016. In order to protect returns for the previously reported $170 million Haynesville shale drilling program in 2018, the Company has, in the aggregate, hedged 42 million cubic feet per day of its first quarter production at a NYMEX equivalent of $3.26 per Mcf and 60 million cubic feet of second through fourth quarter production at a NYMEX equivalent of $3.00 per Mcf. Comstock will continue to add to these positions. 2017 Drilling Results During 2017, Comstock spent $178.8 million on its development and exploration activities and drilled 30 horizontal natural gas wells (15.7 net) and had four operated wells (1.5 net) drilling at Dec. 31, 2017. Since the last operational update, Comstock has completed six operated Haynesville shale wells. The two Derrick wells drilled in the Logansport area of DeSoto Parish set a new corporate record with both wells exceeding 6.5 MMcf per day per 1,000 feet of completed lateral. The Derrick 21 #2 well was drilled to vertical depth of 11,957 feet with a 4,549 foot lateral and the Derrick 21 #3 well was drilled to a total vertical depth of 11,942 feet with a 4,552 foot lateral. Both wells were each tested with an initial production rate of 30 MMcf per day. Comstock also reported results of its first two joint venture wells drilled in Caddo Parish, Louisiana. The Hunter 28-21 #1 was drilled to a total vertical depth of 11,182 feet with a 9,301 foot lateral and the Hunter 28-21 #2 well was drilled to a total vertical depth of 11,088 feet with a 9,135 foot lateral. Both wells were each tested with an initial production rate of 27 MMcf per day. Comstock also had two wells, the Bogle 36-1 #1 and #2 in DeSoto Parish, Louisiana, which were successful but their initial rates had to be limited due to certain operational constraints. The Bogle 36-1 #1 with a 7,818 completed lateral was tested at 16 MMcf per day and the Bogle 36-1 #2 with a 5,228 completed lateral was tested at 14 MMcf per day. Comstock also announced a successful Bossier well drilled in Sabine Parish, Louisiana. The BSMC LA 18-7 #1 well was drilled to a total vertical depth of 11,219 feet with a 7,489 foot lateral. This well was tested with an initial production rate of 21 MMcf per day. Comstock is currently performing frac operations on the Florsheim 9-16 #1 and the Florsheim 9-16 #2 wells which have 9,400 foot laterals and the BSMC 13-24 #1 and BSMC 13-24 #3 Bossier shale wells that have approximately 9,800 foot laterals. Comstock also has an additional five wells in various stages of completion and has an additional two Haynesville shale horizontal wells waiting to be completed. A full-text copy of the Form 10-K is available for free at: https://is.gd/M7nOKI About Comstock Resources CComstock Resources, Inc., is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. CORECIVIC INC: Fitch Affirms BB+ Long-Term IDR; Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the ratings of CoreCivic, Inc. (CXW), including its Long-Term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS Fitch's rating reflects CXW's good credit metrics offset by flat occupancy rates and margins. CXW's revenue growth has been muted despite a favorable political administration and increased enforcement of immigration laws. Even as retention/renewal rates remain high on expiring contracts, a number of select large contract losses and renegotiations, in particular the contract for the company's South Texas Family Residential Center (STFRC), led to lower revenue for full year 2017 versus the previous two years. Fitch expects only modest EBITDA growth over next several years. Margins also continue to compress as the company struggles to maintain similar profitability on its new and renewed contracts. Good Financial Metrics, Albeit Weaker Than Historicals: CXW's leverage, which is low relative to Fitch's rated U.S. REIT universe, but in-line with broader corporates at the same rating level. Leverage has risen to 3.6x for the year ended Dec. 31, 2017, from 3.3x from the prior year as the full impact of the renegotiated STFRC contract has been felt in top-line revenues. Absent delevering common equity issuance, which Fitch views as unlikely given the recent decline in the company's stock price, Fitch expects the company will have difficulty lowering leverage below the mid-3x through the forecast period as any newly awarded contracts could be largely offset by expiring Bureau of Prisons (BOP) contracts and declining revenues from California's out-of-state inmate population. CXW maintains a high fixed charge coverage at 5.7x for the TTM ended Dec. 31, 2017, and Fitch projects that coverage will remain strong but decline steadily toward the low-5x's through the rating horizon as the company issues unsecured bonds to pay down its revolver and finance growth capex. Occupancies, Margins Lower but Expected to Stabilize: Average compensated occupancy declined every year from 2007 to 2016 before recovering slightly in 2017 to 79.6%. Occupancy has remained well below the company's target range even when factoring in CXW's desire to maintain a certain level of vacancy in order to meet future demand. Vacant beds have grown by more than 5,600 since 2012 even as CXW's average available bed capacity has fallen by more than 11,000 beds. CXW has lost several contracts in recent years, some by choice, and has been unable to recoup the occupancy losses even as an immigration crackdown has dramatically increased the level of detention by federal agencies under the Department of Homeland Security. Expanded Immigration and Customs Enforcement (ICE) operations throughout the country have prevented a steeper decline in CXW's revenues and ICE activity has held occupancy steady in recent months, but longer-term correctional trends are shifting away from imprisonment of non-violent offenders and toward rehabilitation and re-entry for minor drug offenses and other misdemeanors. Fitch expects margins to stabilize at current levels after a challenging 2017 that included the late-2016 renegotiation of the STFRC contract. Margins had been trending lower in recent years but have levelled off near 28% over the last three years for all facilities. Margins at the company's managed only facilities were most impacted in 2017 falling to 8.9% from 10.6% the prior year leading to a combined margin of 27.7% in 2017 for all facilities versus 28.1% in 2016. Solid Competitive Position: Public prisons are generally overcrowded, and the supply of new public prisons has been modest over the past decade. The cost for states to build, operate or repair facilities remains significantly higher than those of the private operators. CXW was awarded a 20-year noncancelable lease agreement by the State of Kansas in January 2018 to build a 400,000 square foot correctional facility to replace the state's existing facility, indicative of incremental demand and increased creativity on behalf of states to address their correction needs. The private sector prison industry accounts for approximately 10% of the federal inmates held in the custody of the BOP and about 18% of the population in the custody of the U.S. Marshals. However, private facilities are estimated to house nearly half of the 57,000 ICE detainees, which explains why ICE has continued to grow as a portion of the overall private sector revenue base as the crackdown on immigration has led to a spike in detainees and an increased need for private detention capacity. CXW, the market leader, controls an estimated 42% of all private prison beds while its largest competitor, The GEO Group, Inc. (GEO), controls an estimated 37% of private prison beds. Relatively high barriers to entry exist for other potential competitors, essentially forming a duopoly for private prison and detention contracts. Despite slight declines in federal prison populations in four consecutive years (2014-2017) for the first time in over 40 years, Fitch expects that U.S. private correctional facilities will likely continue to be a necessary part of the correctional system for the foreseeable future while federal bodies like ICE and the U.S. Marshals operate few to none of their own facilities. Limited Real Estate Value: CXW's correctional real estate holdings provide negligible credit support. There are limited to no alternative uses of prisons and the properties are often in rural areas. The company has never obtained a mortgage on any of its owned prison properties, exhibiting a lack of contingent liquidity, and there is not a deep property transaction market for this asset class. However, the facilities do provide essential governmental services, so there is inherent value in the properties. Additionally, prisons have a long depreciable life of 50 years with a practical useful life of approximately 75 years. CXW has a young owned portfolio with a median age of approximately 18 years. The company's recent acquisitions of traditional office properties leased to government tenants diversifies revenue; however, Fitch expects most of those assets to be encumbered by mortgages, providing limited benefit to unsecured bondholders. Limited Secured Debt Market: The secured debt market for prisons remains undeveloped and is unlikely to become as deep as that for other commercial real estate asset classes, providing little contingent liquidity provided by CXW's almost entirely unencumbered asset pool. Fitch would view increased institutional interest in secured lending for owned prisons throughout business cycles as a positive credit characteristic. Fitch expects that the company will retain access to capital through the bank, bond and equity markets. High Tenant Concentration: CXW's customer base is highly credit worthy but concentrated as evidenced by the top 10 tenants accounting for 83% of 2017 revenues. Three of the company's top tenants are large federal correctional and detention authorities, which collectively made up 48% of revenues for the year. ICE accounted for 25% due primarily to the STFRC contract and elevated detention of immigrant populations. The United States Marshals accounted for 16% of revenue and the BOP accounted for 7% of revenue. Tennessee, California, and Georgia are the three largest state customers and together accounted for 22% of 2017 revenues. Secured Credit Facility and Term Loan Notching: Fitch rates the secured credit facility and term loan 'BBB-'/'RR1', one notch above the IDR, as they are effectively senior to the unsecured bonds. CXW's accounts receivable are pledged as collateral and were $254 million at Dec. 31, 2017. Equity in the company's domestic operating subsidiaries and 65% of international subsidiaries are also pledged as collateral. The long-term fixed assets are not pledged. DERIVATION SUMMARY The lack of alternative uses and limited secured debt financeability of CXW's assets results in Fitch analyzing the company more like a traditional cash flow-generating corporate entity (albeit with less cash retention ability due to REIT distribution requirements), as opposed to an asset-rich equity REIT. Mid-3x leverage and over 5x fixed charge coverage are not sufficient for investment grade ratings as the company's metrics are more consistent with below-investment grade corporate issuers with less contingent liquidity from their asset base. Fitch does not view the asset class as conducive to an investment grade IDR absent consistent, through-the-cycle mortgage financing of correctional assets. CXW's only other public U.S. competitor is GEO for which Fitch has a credit opinion of 'bb-*'/Stable. The difference in Fitch's credit views is based on GEO's less conservative financial policies, specifically related to leverage that is typically managed at the upper range of its 4x-5x public target. KEY ASSUMPTIONS Fitch's Key Assumptions within the Rating Case for the Issuer: -- Revenues and margins largely flat through forecast period as revenue from contract gains slightly outpace losses; -- Modest acquisitions through the forecast period; -- Kansas facility costs are the sole meaningful development costs incurred in forecast period; -- No equity issuance through the forecast period. RATING SENSITIVITIES Although Fitch views positive rating momentum unlikely in the near to medium term, Developments That May, Individually or Collectively, Lead to Positive Rating Action Include: -- Increased mortgage lending activity in the private prison sector; -- Increased privatization of the correctional facilities industry; -- An acceleration of market share gains and/or contract wins; -- Adherence to more conservative financial policies (2x leverage target, 4x minimum fixed charge coverage). Developments That May, Individually or Collectively, Lead to Negative Rating Action Include: -- Fitch's expectation of leverage sustaining above 3.5x coupled with continued fundamental business headwinds. Should operating fundamentals improve, indicating current operating weakness is more cyclical than secular in nature, leverage sustaining above 4x would be considered appropriate for downward pressure on the IDR/Outlook (leverage was 3.6x for the year ended Dec. 31, 2017); -- Increased pressure on per diem rates from customers; -- Decreasing market share or profitable contract losses; -- Material political decisions negatively affecting the long- term dynamics of the private correctional facilities industry; -- A holistic change in the Federal government's sentiment towards privately operated prisons. LIQUIDITY Strong Liquidity Profile: Fitch estimates CXW's sources of liquidity (unrestricted cash, availability under its $900 million secured revolver, and estimated retained operating cash flows) cover its uses (debt maturities, estimated recurring maintenance capex, and development expenditures) by 3.0x which is strong for the rating. CXW benefits from no material maturities and limited amortization related to its incremental term loan through 2019. Fitch positively viewed the company's willingness to protect its liquidity profile from an unsustainable dividend payout ratio by reducing its quarterly per share dividend payment to 42 cents/share from 54 cents following the renegotiation of the STFRC contract, resulting in an approximate 80% AFFO payout ratio, which is consistent with the broader REIT sector. Excess cash flow supports maintenance capex, prison construction, debt reduction and other general corporate activities. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: CoreCivic, Inc. -- Issuer Default Rating (IDR) at 'BB+'; -- Senior secured revolver at 'BBB-'/'RR1'; -- Senior secured term loan at 'BBB-'/'RR1'; -- Senior unsecured notes at 'BB+'/'RR4'. The Rating Outlook is Stable. CORNERSTONE ONDEMAND: Egan-Jones Cuts Commercial Paper Rating to D ------------------------------------------------------------------ Egan-Jones Ratings Company, on February 21, 2018, downgraded the foreign currency rating on commercial paper issued by Cornerstone OnDemand Inc. to D from C. Cornerstone OnDemand Inc. is a cloud-based learning and talent management solutions provider headquartered in Santa Monica, California. DECATUR HOSPITAL: Fitch Hikes Rating on $93.7MM Rev. Bonds From BB+ ------------------------------------------------------------------- Fitch Ratings has upgraded Decatur Hospital Authority Hospital, TX's $93.7 million revenue bonds (Wise Regional Health System) series 2014A to 'BBB-' from 'BB+' in light of Fitch's "Rating Criteria for U.S. Not-For-Profit Hospitals and Health Systems". Fitch has also assigned an Issuer Default Rating (IDR) of 'BBB-' to Wise Health System. The bonds have been removed from Rating Watch Positive. The Rating Outlook is Stable. SECURITY The bonds are secured by the gross revenues of the Decatur Hospital Authority's hospital facilities, a fully funded debt service reserve fund, and a first lien and mortgage on certain property and land on which the Decatur Hospital Authority's hospital facilities are located ANALYTICAL CONCLUSION The 'BBB-' IDR reflects Fitch's view that Wise will maintain its dominant market position, supporting midrange revenue defensibility and its solid operating cost flexibility. The rating upgrade to 'BBB-' from 'BB+' is driven by Wise's strong financial performance and the "U.S. Not-for-Profit Hospitals and Health Systems Rating Criteria" published on Jan. 9, 2018, which also assesses Wise's leverage relative to its liquidity through the cycle in Fitch's rating case. KEY RATING DRIVERS Revenue Defensibility: 'bbb'; Strong Market Share and Stable Payor Mix Wise's revenue defensibility is based on its strong market share, favorable payor mix, and stable demographic profile. Fitch believes that Wise's strong payor mix and utilization trends mitigate its exposure to supplemental payments. Operating Risk: 'bbb'; Sound Operating Flexibility and Elevated Capital Needs The 'bbb' operating risk assessment is based on Wise's sound profitability and cost flexibility of its core health system operations. Five year operating trends reflect variability in nursing facility revenues and opening of the Parkway campus. Elevated capital requirements reflect a 9.7 year average age of plant and an ongoing healthy of capital investment. Financial Profile: 'bbb'; Stable Finances through the Cycle Fitch expects Wise to rebound from standard economic stress in the rating case to achieve performance consistent with the 'bbb' assessment as reflected in a fifth year cash to adjusted debt of 84% and net adjusted debt to adjusted EBITDA of 0.6x. Asymmetric Additional Risk Considerations There are no asymmetric additional risk considerations. RATING SENSITIVITIES Stability Expected: Inability to achieve stable financial performance consistent with a 'BBB' category rating would pressure the current rating. DELEK US: S&P Assigns 'BB' Corp. Credit Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' corporate credit rating to Delek US Holdings Inc. The outlook is stable. S&P also assigned its 'BBB-' issue-level rating and '1' recovery to the company's $650 million secured term loan B due 2025. The '1' recovery rating indicates that lenders can expect very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P said, "At the same time, we raised the rating on Alon USA Partners to 'BB' from 'BB-'. The outlook is stable. We raised the issue-level rating on partnership's debt to 'BB+' from 'BB'. The '2' recovery rating is unchanged, reflecting our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a default. "Our 'BB' corporate credit rating on Delek reflects the company's fair business risk profile assessment and intermediate financial risk profile assessment." The fair business risk profile reflects the company's average size and scale, with four refineries totaling 302,000 barrels per day (bpd) of capacity, offset by its limited geographic diversity since these refiners are located in PADD III. The intermediate financial risk profile assessment reflects our expectation of financial metrics in the 3x area under a mid-cycle pricing environment. Delek is a downstream energy company with assets in petroleum refining, logistics, convenience store retailing, and renewables. The 302,000 barrels per day (bpd) of refining capacity is average in scale compared with rated peers. The four refiners include the recently acquired Big Spring, Texas refinery (73,000 bpd; 10.5 complexity), the Tyler, Texas refinery (75,000 bpd; 8.7 complexity), the El Dorado, Ark. refinery (80,000 bpd; 10.2 complexity), and the Krotz Springs, La. refinery (74,000 bpd; 8.4 complexity). S&P said, "The stable rating outlook reflects our expectation of strong liquidity and a 5-3-2 crack spread between $16 and $17 per barrel, resulting in adjusted net debt leverage in the 1x-2x range for the next two years. "We could lower the rating due to weak crack spreads or operational underperformance such that leverage is sustained above 3.5x. This could also occur if the refiner divests of any one of its refineries, resulting in materially lower refining capacity. "Though unlikely in the next two years, due to the company's limited scale and asset diversity, we could consider higher ratings if the company increases its asset base while maintaining consolidated leverage below 2x during mid-cycle price conditions." DEX SERVICES: Proposed March 21 Auction of Equipment Approved ------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized DEX Services, LLC's sale of equipment at a public auction to be conducted by Terra Point, LLC on March 21, 2018 in Conroe, Texas. The sale of Equipment will be free and clear of all liens, claims, mortgages, and encumbrances. In the event not all of the Equipment sells at the March 21st auction or the Debtor, upon consultation with Terra Point, InterBank of Canadian, Texas, the IRS, and the Texas Taxing Authorities, determines some of the Equipment would generate a higher return in the April 11, 2018 auction, the Debtor is granted authority by the Court to sell the Equipment free and clear of all liens, claims, mortgages, and encumbrances at a public auction to be conducted by Terra Point on April 11, 2018 in Conroe, Texas. All liens, claims, mortgages, and encumbrances of InterBank, the IRS, and the Texas Taxing Authorities, save and except for the Texas Taxing Authorities' 2018 property tax liens, will attach to the proceeds generated from the sale of the Equipment. After payment of the compensation owed to Terra Point, LLC as set forth in the Order Approving Motion to Employ Terra Point, LLC as Auctioneer for Debtor, the proceeds from the sale of the Equipment will first be applied to pay in full the outstanding personal property taxes for tax periods 2014, 2015, and 2017, including statutory interest from the Petition Date, of the Texas Taxing Authorities. After payment in full of the 2014, 2015, and 2017 personal property taxes, all proceeds received from the sale of titled Equipment will be paid over to InterBank to be applied against the indebtedness owed InterBank, and all proceeds received from the sale of untitled Equipment will be paid over to the IRS to be applied against the indebtedness owed the IRS. The tax liens for the 2014, 2015, and 2017 taxes, for both real and personal property, are specifically retained by the Texas Taxing Authorities until such taxes are paid in full. The tax liens for the 2018 real and personal property taxes are specifically retained by the Texas Taxing Authorities against the Debtor's remaining real and personal property assets. The foregoing will not serve to cross collateralize the Texas Taxing Authority liens, but will not prejudice any cross collateralization permitted under applicable law. The payment of the sales proceeds to Canadian Independent School District and Hemphill County should be made payable to the appropriate taxing authority (either Canadian ISD or Hemphill County) and sent to counsel for the Texas Taxing Authorities, Perdue Brandon Fielder Collins & Mott, LLP, Attn: D'Layne Carter, P.O. Box 9132, Amarillo, Texas. The payment of the sales proceeds to the IRS should be made payable to the Department of Justice and sent to the Department of Justice, c/o Donna K. Webb, 801 Cherry Street, Suite 1700, Burnett Plaza Unit #4, Fort Worth, Texas. The payment of the sales proceeds to InterBank should be made payable to InterBank and sent to counsel for InterBank, Higier Allen & Lautin, P.C., Attn: Jason T. Rodriguez, 2711 N. Haskell Ave., Suite 2400, Dallas, Texas. Upon completion of the auctions authorized by the Order, the Debtor will circulate to counsel for the IRS, InterBank, and the Texas Taxing Authorities an auction report prepare by Terra Point. About DEX Services DEX Services, LLC, is a privately-held company in Canadian, Texas, operating under the "Other Professional, Scientific, and Technical Services" industry. Its principal business address is 10955 Exhibition Lane Road, Canadian, Texas, 79014, Hempill County. DEX Services operates an oilfield services company, providing roustabout services to various customers, in and around Canadian, Texas. It owns three tracts of real property in Canadian, Texas on which the Debtor operates its oilfield services company. The real property is located at 10951, 10953, and 10955 Exhibition Lane Road. The three tracts of land contain the Company's offices, yard to store equipment, trucks, trailers, and machinery, and multiple mobile homes. DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-50242) on Sept. 30, 2017. In the petition signed by James Poindexter, managing member, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Brad W. Odell, Esq. at Mullin Hoard & Brown, L.L.P. DIOCESE OF NEW ULM: Has Until June 26 to Exclusively File Plan -------------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota has extended, at the behest of The Diocese of New Ulm, the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including June 26, 2018, and Aug. 25, 2018, respectively. As reported by the Troubled Company Reporter on Feb. 12, 2018, the Diocese has attempted to pave the way for a successful mediation, including by negotiating various issues with the Official Committee of Unsecured Creditors and counsel for certain sexual abuse claimants, and undertaking communications and information sharing efforts with various insurance companies. The next mediation session likely will not commence until the spring of 2018 -- after the end of the current exclusive period for the Diocese to file a plan. In addition, even if the next mediation session is held in the spring, it may take more than one additional sessions to achieve resolutions with all or most parties involved. A copy of the court order is available at: http://bankrupt.com/misc/mnb17-30601-186.pdf About The Diocese of New Ulm The Diocese of New Ulm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30601) on March 3, 2017. The case is assigned to Judge Robert J. Kressel. In the petition signed by Monsignor Douglas L. Grams, vice general, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $50,000. James L. Baillie, Esq., at Fredrikson & Byron, P.A., serves as the Debtor's legal counsel. ENERGY FUTURE: Court Okays Sempra Energy's Acquisition Agreement ---------------------------------------------------------------- Sempra Energy on Feb. 26, 2018, disclosed that the U.S. Bankruptcy Court for the District of Delaware (Bankruptcy Court) has confirmed the plan of reorganization for Energy Future Holdings Corp. (EFH) and provided its final approval for Sempra Energy's agreement to acquire EFH, and its indirect, approximate 80-percent ownership interest in Oncor Electric Delivery Company LLC (Oncor). Approval by the Public Utility Commission of Texas (PUCT) is the final major regulatory milestone before the transaction can be completed. The PUCT is expected to consider an order approving Sempra Energy's and Oncor's joint Change-in-Control application as early as March 8. If approved by the PUCT, Sempra Energy plans to close the transaction soon thereafter. "[Mon]day's action by the Bankruptcy Court paves the way for EFH to end its long-running bankruptcy case and advances our proposal to acquire a majority stake in Oncor to the final stage," said Debra L. Reed, chairman, president and CEO of Sempra Energy. Headquartered in Dallas, Oncor is a regulated electric transmission and distribution service provider, made up of approximately 134,000 miles of lines and more than 3.4 million advanced meters, making it the largest utility in Texas. Using cutting-edge technology, more than 3,900 employees work to safely maintain reliable electric delivery service to over 10 million Texans. Sempra Energy, based in San Diego, is a Fortune 500 energy services holding company with 2016 revenues of more than $10 billion. The Sempra Energy companies' more than 16,000 employees serve approximately 32 million consumers worldwide. 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 ENERGY FUTURE: Two Amended Proposed Confirmation Orders Filed ------------------------------------------------------------- BankruptcyData.com reported that Energy Future Holdings (EFH) and NextEra Energy filed with the U.S. Bankruptcy Court separate amended proposed confirmation orders and modifications. The filing notes, "Pursuant to Section RR. of the Proposed Confirmation Order, the EFH/EFIH Debtors are proposing to establish a reserve (in the amount of $275 million (as defined and described in the Proposed Confirmation Order, the 'NEE Plan Reserve')). The EFH Plan Administrator Board shall fund a segregated escrow account maintained at Citibank, N.A.; (the 'NEE-Plan-Reserve'), with the requisite form of escrow agreement to be negotiated in good faith between NEE, the EFH/EFIH Debtors, and the Supporting Creditors, in the amount of $275,000,000 (the 'NEE Plan Reserve Amount') within ten business days following the later of: (a) the EFH Effective Date, and (b) entry of an order by the Bankruptcy Court allocating the funding of the NEE Plan Reserve Amount as between EFH Corp. and EFIH (the 'NEE Allocation Order'); provided, however, that under no circumstances shall EFH Corp.'s ultimate share of the NEE Plan Reserve Amount include the Cash available at EFH Corp. as of the EFH Effective Date necessary to satisfy all Allowed General Administrative Claims against the EFH Debtors and Allowed Priority Claims against the EFH Debtors, in full, in Cash; provided, further, that notwithstanding the foregoing, in no event shall the EFH Plan Administrator Board fund the NEE Plan Reserve in an amount less than $275,000,000." 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: Proposed April 12 Auction for All Assets Approved ----------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Ensequence, Inc.'s bidding procedures in connection with the sale of substantially all assets at auction. The hearing on the Motion was held on Feb. 23, 2018. The salient terms of the Bidding Procedures are: a. The Debtor will evaluate all Bids to determine whether such Bid(s) maximizes the value of the Debtor's estate as a whole. The Transaction Documents will also identify any Contracts of the Debtor that the Bidder wishes to have assumed and assigned to it. It will consider proposals for less than substantially all of the Debtor's Assets or operations. b. Good Faith Deposit: 10% of the proposed purchase price c. Bid Deadline: April 10, 2018 at 4:00 p.m. (ET) d. Credit Bid: The Debtor's prepetition lender, Myrian Capital Fund, LLC (Series C) will be deemed to be a Qualified Bidder and not required to make any Good Faith Deposit in submitting a Credit Bid. e. Cancellation of the Auction: If the Debtor does not receive at least two Qualified Bids (other than a Credit Bid) or otherwise determines, after consultation with the Consultation Parties, not to proceed with the Sale, the Debtor may elect not to conduct the Auction and may cancel the Auction. f. Bidding Increments and Overbid: At the Auction, the Debtor will announce the leading Qualified Bid. The bidding on the Assets beyond the Auction Baseline Bid will be done in increments that will be determined by the Debtors after consultation with the Consultation Parties. g. Auction: The Auction, if necessary, will take place on April 12, 2018 at 10:00 a.m., at the offices of Debtor's counsel, Polsinelli PC, 600 Third Avenue, 42nd Floor, New York, New York. h. Sale Hearing: April 17, 2017 at 10:00 a.m. (ET) i. Sale Objection Deadline: April 10, 2018 no later than 4:00 p.m. (ET) No Stalking Horse Bidder is being approved in connection with the Order or the Bid Procedures. If the Debtor asks to later designate a Stalking Horse Bidder, the Debtor will seek prior approval of the Court. No person or entity will be entitled to any expense reimbursement, breakup fee, topping or termination fee, or other similar fee or payment, and by submitting a Bid, such person or entity is deemed to have waived its right to request or file with the Court any request for expense reimbursement or any other fee of any nature in connection with the Auction and the Sale, whether by virtue of Bankruptcy Code section 503 (b) or otherwise. The Debtor reserves the right to ask any such protections under separate order of the Court. By no later than March 20, 2018, the Debtor will serve the Cure and Possible Assumption and Assignment Notice on all non-Debtor counterparties to any Contract that may be assumed by the Debtor and assigned to the Successful Bidder. Any Contract Counterparty that objects to the cure amount set forth on the Cure and Possible Assumption and Assignment Notice or to the possible assignment of its executory contract or unexpired lease must file an objection with the Bankruptcy Court on 4:00 p.m. (ET) on April 10, 2018. By April 13, 2018, the Debtor will file with the Court and serve on the Contract Counterparties who are parties to a Contract to be assumed and assigned the Assumption Notice. Any Contract Counterparty that objects to the adequacy of the assurance set forth in the Assumption Notice must file an objection with the Bankruptcy Court prior to the Sale Hearing, or note its Adequate Assurance Objection at the Sale Hearing. The Sale Notice, the Cure and Possible Assumption and Assignment Notice, and the Assumption Notice are approved. A copy of the Bidding Procedures and the Notices attached to the Motion is available for free at: http://bankrupt.com/misc/Ensequence_Inc_89_Order.pdf Within two business days after the entry of the Order, the Debtor (or its agents) will serve the Sale Notice upon all Sale Notice Parties. All time periods set forth in this Order will be calculated in accordance with Bankruptcy Rule 9006(a). The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. The terms and conditions of the Order will be immediately effective and enforceable upon its entry, notwithstanding any provision in the Bankruptcy Rules or the Local Rules to the contrary, and the Debtor may, in its discretion and without further delay, take any action and perform any act authorized by the Order. 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. ENUMERICAL BIOMEDICAL: March 21 Auction Sale of All Assets Set -------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized Enumeral Biomedical Holdings, Inc.'s bidding procedures in connection with the sale of substantially all assets to XOMA US, LLC for $1,600,000 cash, subject to overbid. The salient terms of the Bidding Procedures are: a. Qualified Bid: $1,680,000 b. Bid Deadline: March 14, 2018 at 4:00 p.m. (ET) c. Deposit: 10% of the total Value of the Qualified Bid d. If any Qualified Bid other than that of the Proposed Purchaser is timely received by the Seller in accordance with the Bid Procedures, then each Qualified Bidder will have the opportunity to make a Final Bid in accordance with the Bid Procedures, and to have such bid considered at the Sale Hearing. Each such Final Bid shall, be submitted in the manner provided in the Bid Procedures, so as to be received by the Seller's Counsel not later than 4:00 p.m. on March 19, 2018. e. Sale Hearing: March 21, 2018 at 11:00 a.m. (ET). At the Sale Hearing, the Court will consider approval of the Proposed Sale to the Purchaser or to the Successful Bidder and Back-Up Bidder, if any, determined by the Court pursuant to the Bid Procedures. f. Sale Objection Deadline: March 14, 2018 at 4:00 p.m. (ET) g. The sale is free and clear of all Liens and Claims. A copy of the Bidding Procedures and Sale Notice attached to the Motion is available for free at: http://bankrupt.com/misc/Enumeral_Biomedical_68_Order.pdf The Breakup Fee is approved. If earned by the Purchaser pursuant to the terms of the Purchase Agreement, the Seller is authorized to pay the Breakup Fee to the Purchaser without further order of the Court. The requirement for a minimum overbid of 5% is approved. Any counterbid must provide Value to the bankruptcy estate of not less than $1,680,000. The form of the Purchase Agreement is approved, subject to higher or better offers in accordance with the Bid Procedures and the Order. The Sale Notice is approved. About Enumeral Biomedical Headquartered in Cambridge, Massachusetts, Enumeral Biomedical Holdings, Inc., formerly doing business as Cerulean Group, Inc. -- http://www.enumeral.com/-- is a biopharmaceutical company focused on discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. Its initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immuno-modulatory receptors. Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., and Enumeral Securities Corporation sought for Chapter 11 protection (Bankr. D. Mass. Case Nos. 18-10280 to 18-10282) on Jan. 29, 2018. Judge Frank J. Bailey is the case judge for Case Nos. 18-10280 and 18-10281, and Judge Joan N. Feeney is assigned to Case No. 18-10282. In the petition signed by Kevin G. Sarney, interim president and CEO, Enumeral Biomedical Holdings disclosed $1.6 million in assets and $2.54 million in debt. Daniel C. Cohn, Esq., and Jonathan Horne, Esq., of Murtha Cullina LLP, are serving as the Debtors' counsel. EQUINIX INC: Fitch Rates EUR750MM Senior Notes 'BB' --------------------------------------------------- Fitch Ratings is assigning a rating of 'BB'/'RR4' to Equinix, Inc.'s recently announced EUR750 million Senior Note Issuance. Equinix's Long-Term Issuer Default Rating (IDR) is 'BB'/Stable Outlook. Equinix announced it is seeking to raise the new senior notes to support its near-term growth needs. Proceeds from the debt offering will be used for general corporate purposes including capital expenditures and working capital as well as potential acquisitions and/or strategic transactions. The company recently guided 2018 capital expenditures to increase to $2.0 billion versus approximately $1.4 billion YoY. Included in this capex increase is 30 expansion projects underway, approximately 50% of which are in the EMEA region. Fitch believes this low-cost Euro financing will help support this growth while also enabling liability matching as the company seeks to expand its footprint in Europe, where it derived 31%/28% of its revenue/EBITDA in 2017. The offering is projected to close in March 2018. Fitch views the debt issuance transaction as in line with the agency's current rating case; however, Fitch would look for the company to reduce its leverage over the next 12 to 18 months. Absent de-levering activity and pro forma for the offering, Fitch estimates rent-adjusted gross leverage will be above Fitch negative rating sensitivity for the company. Leverage sustaining above 5.0x could result in negative rating momentum. However, Fitch expects Equinix to emphasize de-levering over the next year following two recent debt issuances including one that will be used to fund its announced acquisition of the Infomart Dallas. In addition to EBITDA growth, the company can reduce leverage via equity capital raises as it has done in the past and via retained cash flow after dividends. KEY RATING DRIVERS Global Data Center Operator: Fitch views Equinix's global network of data centers as a differentiator, providing it with substantial barriers to entry that compound with every new customer added. Equinix's current footprint of 200 data centers extends over five continents and twenty four countries. This footprint was established through both organic and inorganic means, with approximately $7.6 billion spent on acquisitions (including pending deals) and more than $3.5 billion spent on capex just in 2015-17. Fitch expects Equinix to remain acquisitive over the forecast period, albeit to a lesser degree than recent years as its footprint already covers major markets. Growth Investments Constrain FCF: Fitch expects Equinix to continue to generate negative FCF over the rating horizon attributed to required REIT dividend and significant growth capex spending. The deficits will require Equinix to be dependent on capital markets for funding over the forecast period. Fitch takes into consideration the strong profitability, as demonstrated by the 15% FCF margins after dividend generated in 2017 when excluding growth capex. Fitch does not expect these margins to be realized until growth begins to moderate, which is not expected over the rating horizon. Demand Growth and Stable Model: The global data center market is expected to grow at a double digit pace over the next several years, driven by the increasing outsourcing of IT infrastructure and growth in cloud computing. Fitch believes this trend is still in an early phase and will continue through Fitch forecast period. Approximately 94% of Equinix's revenue is recurring and customers generally enter into multi-year service contracts. Fitch believes these factors provide a high degree of predictability in Equinix's organic financial outlook. Diversified Customer Base: Equinix serves a diverse set of customers and industry verticals. During 4Q17, its largest customer contributed 3.5% of total recurring revenues while the top-10 customers represented approximately 19% of recurring revenues. The diversity of industry verticals that Equinix serves further diversifies risks. Importantly, the company has higher exposure to higher growth verticals including Cloud and IT Services, and Network verticals with revenue contributions of 29% and 23%, respectively. Limited Contingent Liquidity: Equinix's ratings are constrained by the data center properties being a less-than-mature asset class within the REIT landscape. Despite the company's strong access to capital, the availability of mortgage capital for data centers is not as deep compared with other commercial real estate properties, limiting the sources of contingent liquidity. Fitch believes data centers have a less liquid investment market with fewer potential buyers compared with other real estate assets, making these assets potentially more difficult to divest or borrow against in a depressed market. Equinix's contingent liquidity is also limited by relatively low ownership of the data center facilities where it operates. This limits the company's ability to tap the data centers as a source of contingent liquidity. DERIVATION SUMMARY The ratings and Outlook are supported by Equinix's leading market position in data center colocation, geographically diverse and network-dense footprint, secular demand drivers for data center outsourcing, high levels of recurring revenue, and stable customer base. The company operates within the data center value chain, which includes wholesalers such as Digital Realty Trust, colocation data centers, and managed IT services such as Rackspace Hosting. Equinix is primarily focused on the colocation data center segment, differentiated by its global footprint and interconnectivity, catering to large enterprises. Through both organic expansions and acquisitions, Equinix is competitively positioned in the Americas, EMEA, and Asia-Pacific as the acquisitions have significantly expanded Equinix's footprint in EMEA, Asia-Pacific, and Latin America markets. The secular demand growth for data centers is driven by enterprises migrating from on-premise data centers to colocation data centers that provide higher reliability and greater efficiency. The growing adoption of cloud services has also led to more data traffic and workloads at data centers. Equinix's interconnected data centers, strategically located in major markets globally, are well positioned to benefit from these continuing trends. The company has strong financial flexibility with its balanced capital structure through both the equity and debt capital markets and through its primarily unsecured debt structure. In addition to debt issuance, Equinix issued nearly $2.5 billion in equity during 2017, reducing its reliance on the debt capital markets. The company has also converted its debt structure to all unsecured during 2017. Fitch believes these factors have enhanced Equinix's financial flexibility. Rating constraints include negative FCF resulting from capital intensity and required REIT dividends, modest expected deleveraging over the rating horizon, competitive nature of the data center industry and low unencumbered asset coverage. Acquisition funding is also a consideration, but, Equinix's recent acquisitions have been funded with a balanced equity and debt financing structure. KEY ASSUMPTIONS -- Revenue growth ranging from low-teens to high teens influenced by acquisition activities; -- EBITDA margin expanding from 47.1% to 49.1% through Fitch's forecast period, primarily driven by larger scale; -- Acquisition activities decline to $300 million per year in 2019 - 2020, lower than recent years with fewer large acquisitions. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Fitch's expectation of rent-adjusted gross leverage sustaining below 4.0x (currently 5.4x PF for debt issuance); -- Unencumbered asset coverage of about 1.5x (currently low-1x); -- Increased mortgage lending activity in the data center sector, demonstrating contingent liquidity for the asset class; -- Continuation of financial policies less reliant on debt funding for growth capex and acquisitions, potentially with higher proportion of equity funding. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Fitch's expectation of rent-adjusted gross leverage sustaining above 5.0x; -- Unencumbered asset coverage below 1x; -- Debt-financed acquisitions that increase leverage or dilute margins; financial impact will be considered in the context of strategic rationale; -- Increased liquidity risk, potentially resulting from limited revolver availability as debt maturities approach. LIQUIDITY Fitch believes that negative FCF over the rating horizon will cause Equinix to rely on external funding to support its liquidity needs. The company has $1.4 billion of cash and investments on its balance sheet (as of December 2017), an untapped $2 billion revolver in place, and an at-the-market (ATM) program that enables it to raise funds via the equity markets. Required REIT dividend distributions limit Equinix's ability to add meaningfully to its cash balance without accessing capital markets. While other REITs can often leverage unencumbered assets to address liquidity needs, Equinix's data centers are mostly leased, limiting sources of contingent liquidity. Its owned facilities, however, are mainly in top global markets, which should imply a lower capitalization rate in a sale or financing. Pro forma for the Infomart Dallas acquisition, Equinix owned assets generated more than 45% of recurring revenue. Fitch believes the mortgage market for data center assets is not as deep or liquid relative to other more established commercial real estate property classes, which may limit the ability to raise contingent liquidity using these assets. FULL LIST OF RATING ACTIONS Fitch assigns the following ratings to Equinix, Inc.'s new debt issuance: -- Senior Euro Notes offering 'BB'/'RR4'; Fitch's current ratings for Equinix, Inc. are as follows: -- Long-term IDR 'BB'; Outlook Stable; -- Senior unsecured notes 'BB'/'RR4'. EQUINIX INC: Moody's Affirms Ba3 CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 corporate family rating (CFR) for Equinix, Inc. and assigned a B1 (LGD5) rating to the company's proposed new unsecured Euro notes offering. Moody's has also affirmed Equinix's Ba3-PD probability of default rating, SGL-3 speculative grade liquidity rating and B1 (LGD5) unsecured debt rating. Moody's has changed Equinix's ratings outlook to stable from positive based on the incremental leverage associated with a series of recent debt financed transactions. Moody's now forecasts Equinix's leverage to be near 6x (Moody's adjusted) pro forma for the acquisitions of Metronode, Infomart and the bond issuance announced. Moody's expects leverage to remain above 4.5x (Moody's adjusted) for an extended period because of Equinix's persistent M&A activity and its annual cash deficits from high capex and dividends. Moody's believes that Equinix's growth profile, its pursuit of acquired assets at high multiples, and its REIT status are incompatible, collectively, with a near term improvement in credit strength. Simply, the company cannot meet the demands of growth and capital returns without its current liberal use of debt capital and Moody's believes that leverage is unlikely to approach 4.5x (Moody's adjusted) over the next 12 to 18 months. Assignments: Issuer: Equinix, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) Outlook Actions: Issuer: Equinix, Inc. -- Outlook, Changed To Stable From Positive Affirmations: Issuer: Equinix, Inc. -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Corporate Family Rating, Affirmed Ba3 -- Senior Unsecured Shelf, Affirmed (P)B1 -- Senior Unsecured Regular Bonds/Debentures, Affirmed B1 (LGD5) RATINGS RATIONALE Equinix's Ba3 CFR reflects its position as the leading global independent data center operator offering carrier-neutral data center and interconnection services to large enterprises, content distributors and global Internet companies. The rating also incorporates the company's stable base of contracted recurring revenue, its strategic real estate holdings in key communications hubs, and the favorable near-term growth trends for data center services across the world. These positive factors are offset by significant industry risks, intense competition, an aggressive M&A program and relatively high capital intensity. The rating also reflects the company's negative free cash flow due to the high dividend associated with its REIT (real estate investment trust) tax status. The company's recent announcement of an ongoing ATM (at-the-market) equity issuance program could offset this negative aspect if Equinix uses it for a consistent source of capital. Moody's could upgrade Equinix' ratings if leverage can be sustained below 4.5x and the company uses a meaningful amount of equity to fund its annual cash deficits. The ratings could be downgraded if leverage is sustained above 5x (Moody's adjusted) for an extended time frame or if liquidity deteriorates. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Headquartered in Redwood City, CA, Equinix, Inc. is the largest publicly traded carrier-neutral data center hosting provider in the world with operations in 44 markets across the Americas, EMEA and Asia-Pacific. EQUINIX INC: S&P Rates New EUR750MM Senior Unsecured Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Redwood City, Calif.-based colocation services provider Equinix Inc.'s proposed EUR750 million unsecured notes due 2024, indicating our expectation for average recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The company plans to use proceeds to fund capital expenditures and potential bolt-on acquisitions. The 'BB+' corporate credit rating is unaffected by the proposed transaction, as net leverage will remain unchanged. While the positive outlook reflects the de-leveraging potential in the business enabled by healthy and predictable earnings growth, any upgrade would require management to demonstrate a commitment to a balanced allocation of debt and equity to fund expansion opportunities, such that it can operate within its net leverage target of 3x-4x on a sustained basis. We estimate that this ratio will remain at about 4.4x on a pro forma basis, an increase from 3.9x at Dec. 31, 2017, after incorporating the recently announced Metronode and Infomart acquisitions. If the company continues to operate outside this range, S&P could revise the outlook back to stable over the next year. RECOVERY ANALYSIS S&P rates Equinix's unsecured notes 'BB+' with a '3' recovery rating (rounded estimate: 50%). These notes are currently structurally subordinated to the company's $3 billion unsecured credit facility that benefits from subsidiary guarantees (that have an investment-grade fall-away provision). Key analytical factors S&P said, "Our recovery analysis contemplates a simulated default occurring in 2022 as a result of a significant deterioration in demand, coupled with a prolonged economic recession and overexpansion that causes material pricing pressure and increased customer churn. "Our simulated scenario also assumes LIBOR increases to 250 basis points at default; the revolving credit facility is 85% drawn; margin on the credit facility rises to 5%, reflecting the simulated credit deterioration, and the fees or increased pricing associated with obtaining a waiver or amendment of the financial covenants; leases are not rejected in bankruptcy as they are vital to Equinix's business; and all debt claims include six months of prepetition interest outstanding at the time of default. "We have included added value from the recently announced Infomart and Metronode acquisitions as well as an assumption of additional debt to fund these acquisitions. We believe if Equinix were to default it would continue to have a viable business model given its extensive scale and prime locations. As a result, we have valued Equinix as a going concern using a 7x multiple to emergence EBITDA, which is toward the higher end of the 5x-7x range we typically use for data center peers given Equinix's scale and geographic diversity." Simulated default assumptions -- Simulated default year: 2022 -- EBITDA at emergence: $1.1 billion -- EBITDA multiple: 7x Simplified waterfall -- Net emergence value (after 5% administrative costs): $7.6 billion -- Valuation split in % (obligors/nonobligors): 68/32 -- Collateral value available to guaranteed creditors: $6.8 billion -- Total guaranteed debt: $3 billion -- Collateral value available to unsecured creditors: $4.5 billion -- Total unsecured debt: $8.6 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) RATINGS LIST Equinix Inc. Corporate Credit Rating BB+/Positive/-- Equinix Inc Senior Unsecured EUR750 million notes due March 15 2024 BB+ Recovery Rating 3(50%) EXAMWORKS GROUP: Moody's Affirms B2 CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service affirmed ExamWorks Group, Inc.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's affirmed the B1 rating on the company's first lien senior secured term loan, which will be upsized by $185 million. The money raised from the term loan add-on will be primarily used to fund the acquisition of Australia-based Work Health Group ("WHG" unrated). Moody's also assigned the B1 rating on the company's first lien senior secured revolving facility, for which the expiry date will be extended to 2023 from 2021. The rating outlook is stable. Ratings affirmed: ExamWorks Group, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD First Lien senior secured revolving credit facility expiring in 2021 at B1 (LGD3) First lien term loan ($945 million including the add on) due 2023 at B1 (LGD3) Ratings Assigned: First Lien senior secured revolving credit facility expiring in 2023 at B1 (LGD3) Ratings to be withdrawn upon close: First Lien senior secured revolving credit facility expiring in 2021 at B1 (LGD3) As a result of the acquisition, Moody's expects ExamWorks' debt/EBITDA to increase to 6.5x -7.0x on a pro forma basis, from around 6.0x times for the twelve months ended September 30, 2017. The increase in leverage is credit negative, reducing cushion within the B2 Corporate Family Rating for any additional financial leverage. The company's rating is weakly positioned at B2 and may be downgraded if debt/EBITDA rises further or remains above 6.0 times in the next 12-18 months. RATINGS RATIONALE ExamWorks' B2 Corporate Family Rating reflects its high financial leverage and a rapid growth strategy. It also reflects modest integration risk and vulnerability to regulatory reviews. Furthermore, the company's moderate revenue size and use of debt to fund acquisitions is a rating constraint. ExamWorks' rating is supported by its leading market share of the independent medical examination industry, solid EBITDA margins and diversity of its customer base. The company also benefits from its minimal exposure to reimbursement pressures and malpractice risks, as well as a low proportion of fixed operating costs. Moody's expects the WHG acquisition to start contributing to ExamWorks' revenues and profits immediately after the close of transaction, helping the company deleverage. WHG is a provider of occupational rehabilitation case management services in Australia with around 870 employees and 84 branch locations spread across Australia. WHG's annual revenues and estimated EBITDA for fiscal year ended June 30, 2017 were A$98 million and A$18 million respectively. The stable rating outlook reflects Moody's expectation that financial leverage will steadily improve due to debt repayment and continued earnings growth over the next 12-18 months. It also reflects Moody's expectation that the company will not engage in any material debt-financed acquisitions or shareholder initiatives without first reducing its financial leverage. The rating could be upgraded if ExamWorks experiences continued favorable growth in both revenues and EBITDA. The company sustaining debt to EBITDA below 5.0 times would also support an upgrade. The rating could be downgraded if pricing of its services face downward pressure or significant client losses result in declining revenues or operating profits. Additional debt financed acquisitions that weaken credit metrics could also result in a downgrade. If the company sustains debt to EBITDA greater than 6.0 times for more than 12-18 months after WHG acquisition, a downgrade is possible. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Atlanta, GA, ExamWorks, Inc. is a leading provider of independent medical examinations, consisting of peer reviews, bill reviews and IME-related services. These services are provided to the insurance and legal industries, third-party administrators, self-insured parties and federal and state agencies. Estimated revenue for the fiscal year ended December 31, 2017 was approximately $1.0 billion. EXCELETECH COATING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Exceletech Coating and Applications, LLC as of Feb. 26, according to a court docket. About Exceletech Coating Based in Clermont, FL, Exceletech Coating & Applications, LLC, is a limited liability company and contractor specializing in the application of coatings and linings to protect structures from attack from chemicals and environmental factors causing corrosion or deterioration of substrate. Exceletech Coating filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-00263) on Jan. 17, 2018, with Cynthia E Lewis, Esq., and James H Monroe, Esq., at James H Monroe PA, serving as legal counsel. The Hon. Karen S. Jennemann is the case judge. EXCO RESOURCES: BES Bid for Extension to File Rehearing Motion OK'd ------------------------------------------------------------------- On Jan. 31, 2018, appellees in the case captioned BASIC ENERGY SERVICES, L.P., Appellant, v. EXCO RESOURCES, INC., EXCO SERVICES, INC., EXCO OPERATING COMPANY, L.P., EXCO OPERATING COMPANY, L.P. FORMERLY KNOWN AS EXCO PARTNERS OPERATING PARTNERSHIP, L.P., EXCO OPERATING COMPANY, L.P. DOING BUSINESS AS EXCO PARTNERS OPERATING PTSH, L.P., SUPERIOR ENERGY SERVICES, L.L.C., SUPERIOR ENERGY SERVICES, INC., WARRIOR ENERGY SERVICES CORPORATION, TEXAS CES, INC., HALLIBURTON ENERGY SERVICES, INC., CHILDRESS FISHING & RENTAL SERVICES, INC., WEATHERFORD U.S., L.P., BENOIT MACHINE, INC., SMITH INTERNATIONAL, INC., AND THOMAS ENERGY SERVICES, LLC, Appellees, No. 05-15-00667-CV (Tex. App.) filed its Notice of Suggestion on Pendency of Bankruptcy for EXCO Resources, Inc., Et Al. and Automatic Stay of Proceedings, in which they informed the Court that appellee EXCO Resources, Inc. and certain of its subsidiaries and affiliates filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code. On Feb. 12, 2018, appellant filed its Unopposed Motion for Extension of Time to File Motion for Rehearing, in which it requested an extension to file its motion for rehearing until 30 days after the automatic stay is lifted by the bankruptcy court. Judge David J. Schenck grants the Appellant's motion to the extent that the Court orders Appellant to file any motion for rehearing within 30 days after the automatic stay is lifted by the bankruptcy court. A copy of Judge Schenck's Order dated Feb. 15, 2018 is available at https://is.gd/9pQMQD from Leagle.com. Michael K. Hurst -- mhurst@lynnllp.com -- Marvin C. Moos -- mmoos@hrmlawyers.com -- for Basic Energy Services, L.P., Appellant. Gregory R. Ave -- Greg.ave@wbclawfirm.com -- for Weatherford U.S., L.P., Appellee. Jerry Joe Knauff, Jr., for Benoit Machine, Inc., Appellee. Peter Scaff -- pscaff@gardere.com -- Audrey Mola Momanaee Chatrodi, for Thomas Energy Services, LLC, et al., Appellee. Gregory R. Ave, for EXCO Resources, Inc., et al., Appellee. Greg K. Winslett -- gwinslett@qslwm.com -- Michael Feiler -- mfeiler@qslwm.com -- for Childress Fishing & Rental Services, Inc., Appellee. W. Bradford Hill, Jr. -- bhill@hillfinkel.com -- Kevin B. Finkel -- kfinkel@hillfinkel.com -- for Halliburton Energy Services, Inc., Appellee. Gregory R. Ave, for Warrior Energy Services, Corp., et al., Appellee. 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 Wynee 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. An official committee of unsecured creditors has been appointed in the case. The committee is represented by lawyers at Jackson Walker and Brown Rudnick. FALLBROOK TECHNOLOGIES: Files Ch.11 to Facilitate Restructuring --------------------------------------------------------------- Fallbrook Technologies Inc. (Fallbrook) on Feb. 26, 2018, disclosed that Roger Wood, former CEO of publicly traded Dana Holding Corporation (Dana), will become the new CEO and Chairman of the Board for the privately held developer and licensor of the patented NuVinci [(R)] continuously variable planetary (CVP) transmission technology. Mr. Wood is credited with driving significant improvements in Dana's performance and profitability and is widely recognized as one of the leading figures in the automotive supply industry. Mr. Wood drove the decision at Dana to license the NuVinci technology in 2012. "I have seen this company grow from an idea to a reality where Fallbrook's transformational technology can revolutionize multiple industries," stated Mr. Wood. "We are closer than ever to a future where NuVinci is the mechanical standard to improve any system with an engine, pump, motor, or geared transmission system." Mr. Wood's first act as Fallbrook CEO will be to implement a financial restructuring that substantially reduces debt service and recapitalizes the Company. The restructuring will be achieved through a Chapter 11 reorganization filed on Feb. 26 in Delaware. In connection with the filing, the Company entered into a Restructuring Support Agreement with some of its largest creditors to support a Plan of Reorganization. In addition, subject to Bankruptcy Court approval, Fallbrook has an agreement to secure debtor-in-possession financing as well as post-exit financing. "This restructuring will best position Fallbrook to grow the NuVinci CVP technology and expand our community of licensees. We are thankful to our dedicated employees who remain focused on the advancement of Fallbrook's innovative and unique technologies supporting applications across multiple markets." "I thank my predecessor, William Klehm for his efforts and dedication to the company," Mr. Wood continued. "I look forward to my new role at Fallbrook." About Roger Wood Prior to his new role as chief executive officer of Fallbrook Technologies, Roger Wood served as president and chief executive officer of Dana Holding Corporation from April 2011 until his retirement in August 2015. He also served on the Dana board of directors through a transition period and exited the board at the end of 2015. He is a familiar face to Fallbrook, joining the Fallbrook board of directors January 27, 2016. At Dana, Roger inspired Dana's vision to be the global technology leader in efficient power conveyance and energy management solutions, and returned the company to a profitable and sustainable growth trajectory. Since 2011, Dana has streamlined operations, driven operations excellence throughout the enterprise, invested in product technology leadership, and aligned the operating model to deliver superior customer technology support, fast market response, and segment leading investment returns in driveline technologies. Before Dana, Mr. Wood worked at BorgWarner for 26 years, moving through several successive manufacturing management and business development roles responsible for operations throughout most of the world. He was named executive vice president in 2009, and group president for the Engine Group in 2010. During his tenure, BorgWarner's Engine Group aligned the operating model and achieved market leading technology recognition, superior growth acceleration, and segment leading profitability. Mr. Wood holds a bachelor's degree in Engineering Technology from State University College in Buffalo, New York, and an MBA from Syracuse University. He is a member of the board of directors of Brunswick and Tenneco. He is also a fellow of the National Association of Corporate Directors and previously served as a Member on the Advisory Board for the University of Michigan Biological Station in Northern Michigan. About Fallbrook Technologies Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the inventor of the revolutionary NuVinci [(R)] continuously variable planetary (CVP) technology, which enables performance and efficiency improvements for machines that use an engine, pump, motor, or geared transmission system -- including urban mobility vehicles, cars and trucks, industrial equipment, and many other applications. Fallbrook has a unique collective development model and community through which NuVinci technology licensees share enhancements, which adds to the value of the technology and accelerates product development. This approach enables forward-looking companies, who wish to create visionary new products with NuVinci technology, to move quickly from concept to market commercialization. Fallbrook is based in Cedar Park near Austin, Texas, USA and holds rights to over 800 patents and patent applications worldwide. FANNIE MAE & FREDDIE MAC: Owl Creek Files Suit in Ct. Fed. Claims ----------------------------------------------------------------- Eight affiliates of Owl Creek Asset Management, L.P., filed a lawsuit against the government in the U.S. Court of Federal Claims late last week, and a copy of the complaint is available at http://bankrupt.com/misc/18-00281-0001.pdfat no charge. Owl Creek is represented by a team of corporate restructuring lawyers led by Bruce Bennett at Jones Day. Owl Creek owned approximately $2 billion of junior preferred stock in the GSEs acquired post-conservatorship and prior to imposition of the Net Worth Sweep. Count III of the complaint, at pp. 43-44, says HERA's succession clause imposed duties on the government to honor the GSEs' contracts and look out for non-controlling shareholders' interests, and the government breached those duties. Count IV of the Complaint, at pp. 44-47, says the government breached its implied-in-fact contract with Owl Creek and other junior preferred shareholders. These claims differ slightly from claims asserted in other shareholder complaints filed in the Court of Federal Claims. Owl Creek details for Judge Sweeney its reasonable investment-backed expectations when its purchased its junior preferred securities in the GSEs between the time of the conservatorship and prior to the Net Worth Sweep: "Given the conditions of the market and the Companies, together with the assurances of the Agency in light of its powers as conservator under the Recovery Act (as well as the longstanding record of the Companies, and statements of the United States, before conservatorship), Owl Creek reasonably expected that the mortgage market would recover; that the Companies would return as bulwarks in housing; and that the Agency, having ensured the soundness and solvency of the Companies, accordingly would terminate their conservatorships. Moreover, Owl Creek reasonably believed that the valuation allowance on the Companies' sizeable deferred tax assets would soon be released. "Owl Creek further expected that, in any event, the Agency would -- as it had assured markets it would do, and as the Recovery Act reasonably indicated it should and would do -- act with a view to rehabilitating the Companies and not as an accomplice to Treasury's carnivorous secret plan to seize, for itself, the entire value of the Companies in disregard of the property interests of Owl Creek and other shareholders. "As such, by early summer of 2012, Owl Creek reasonably anticipated that the Companies would soon emerge from conservatorship (as two Directors of the Agency had publicly predicted), from which it would be in a position to redeem the Treasury Senior Preferred Stock and allow Owl Creek to realize benefits from its reasonable investment-backed expectations in the property interests represented by the Junior Preferred Stock. Owl Creek, in any event, did not reasonably expect the Sweep Amendment or any other action that would make the conservatorship antithetical to those goals and in fact make them impossible to achieve. "Indeed, the terms of the Recovery Act's conservatorship provisions (among others) are materially identical to the longstanding ones in FIRREA by which the Federal Deposit Insurance Corporation acts as conservator of troubled banks. Until the Sweep Amendment, this language had always been interpreted to mean that FDIC has a mandatory duty to preserve and protect the assets of banks when acting as conservator. Moreover, historically the United States' regulation of the Companies has been less extensive than its regulation of banks. Nor was Owl Creek aware of any prior use of a senior preferred stock instrument to strip 100% of a company's profits in perpetuity, to the derogation of the property rights of other holders of stock. Prior to the implementation of the Sweep Amendment, the holders of Junior Preferred Stock could not have reasonably anticipated such a divergence from historical precedent. "The Sweep Amendment deprived Owl Creek of its economic and contractual property rights with respect to the Junior Preferred Stock. It made it impossible for Owl Creek to realize the future value of its property interests in the Companies." Amended complaints by litigating GSE shareholders who filed cases in 2013 and 2014 that remain pending before Judge Sweeney are scheduled to be filed on Thurs., March 8, 2018. The Plaintiffs' attorneys: Lawrence D. Rosenberg Bruce S. Bennett Sidney P. Levinson C. Kevin Marshall Michael C. Schneidereit Alexandria M. Ordway JONES DAY 51 Louisiana Ave., N.W. Washington, D.C. 20001 Tel: (202) 879-3939 Fax: (202) 626-1700 E-mail: ldrosenberg@jonesday.com About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for increased future support and capital investments of up to $200 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FHFA and Treasury changed that deal in 2012 to require the GSEs to remit 100% of their profits to Treasury in perpetuity. As of Sept. 30, 2017, Fannie and Freddie received $187.5 billion form Treasury and have returned $275.9 billion to Treasury. Treasury says it's still owed $187.5 billion. FCA US: F. Overton Lawsuit Remanded to New York Court ----------------------------------------------------- District Judge R. David Proctor grants Plaintiffs' motion to remand the case captioned FRANKIE OVERTON, et al., Plaintiffs, v. CHRYSLER GROUP LLC, et al., Defendants, Case No. 2:17-cv-01983-RDP (N.D. Ala.) making Defendant Fiat Chrysler Automobiles US LLC's motion to transfer venue or, alternatively, to sever claims and transfer venue and partial motion to dismiss moot. Plaintiff Frankie Overton and Plaintiff Scott Graham initiated the lawsuit against Defendants Chrysler Group LLC, Fiat Chrysler Automobiles US LLC, Rodericus Obyran Carrington, TRW Automotive Holdings Corp., TRW Automotive Inc., TRW Automotive US LLC, TRW Vehicle Safety Systems Inc., ZF Friedrichshafen AG, and ZF TRW Automotive Holdings Corp. on Oct. 17, 2017 in the Circuit Court of Jefferson County, Alabama. On Nov. 27, 2017, FCA filed a Notiece of Removal along with a motion to transfer venue and a partial motion to dismiss. FCA did not seek the approval of the other defendants in this case before removing it; however, Defendant TRW Vehicle Safety Systems Inc. has since consented to the removal. Plaintiffs filed a motion to remand on Dec. 27, 2017. In their pleadings, Plaintiffs have alleged negligence, wantonness, and Alabama Extended Manufacturer's Liability Doctrine claims. Overton seeks damages on behalf of Decedent Sue Ann Graham under Alabama's Wrongful Death Act. On behalf of Decedent's minor son J.G., Scott Graham seeks compensatory damages from Chrysler and FCA, punitive damages from FCA for its post-bankruptcy sale conduct, and compensatory and punitive damages from the other defendants. Section 1452 permits a court to remand a cause of action removed under section 1334 on any equitable ground. Similarly, section 1334 allows a court to abstain from hearing a case that "aris[es] under title 11 or aris[es] in or relate[s] to a case under title 11" when a court does so "in the interest of justice, or in the interest of comity with State courts or respect for State law." Here, the court finds that abstention and remand is appropriate for this state law action. Courts have developed the following set of considerations to aid in the determination of whether abstention is warranted: (1) the effect, or lack thereof, on the efficient administration of the bankruptcy estate if the discretionary abstention is exercised, (2) the extent to which state law issues predominate over bankruptcy issues, (3) the difficulty or unsettled nature of the applicable state law, (4) the presence of related proceedings commenced in state court or other non-bankruptcy courts, (5) the jurisdictional basis, if any, other than sesction 1334, (6) the degree of relatedness or remoteness of the proceedings to the main bankruptcy case, (7) the substance rather than the form of an asserted `core' proceeding, (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court, (9) the burden on the bankruptcy court's docket, (10) the likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties, (11) the existence of a right to jury trial, and (12) the presence in the proceeding of non-debtor parties. In this case, the court finds that these factors weigh in favor of abstention. Plaintiffs in this action only bring state law claims, and all of the parties involved in this action are non-debtor parties. The only basis for section 1334 jurisdiction (and jurisdiction generally) in this case is that one of the two Plaintiffs (Plaintiff Overton) has asked for punitive damages under the Alabama Wrongful Death Act. Although the Bankruptcy Court has jurisdiction to interpret its orders, the state court can just as easily dismiss claims in front of it that are barred by the MTA and Amendment No. 4. In the unlikely event that the state court does not honor the Bankruptcy Court's order, FCA is not left without remedy: it can appeal or petition the Bankruptcy Court to enforce its order against Plaintiffs. FCA heavily relies on Powell v. FCA US LLC, 2015 WL 5014097, which was decided by the Middle District of Alabama. But Powell is distinct from this case for at least two reasons. First, in Powell, the dates of the accident, the filing of the case, and the publication of Judge Albritton's opinion all preceded the date the Old Carco bankruptcy estate closed. Second, the relief requested by the plaintiff in Powell only included punitive damages under Alabama's Wrongful Death Act. In this case, on the other hand, Plaintiffs' claims accrued and Plaintiffs' damages are not limited to punitive damages under the Alabama's Wrongful Death Act. Rather, Plaintiffs' requested damages against FCA also include damages that do not fall within the scope of the MTA and Amendment No. 4 (punitive damages for FCA's post-bankruptcy sale conduct and compensatory damages). Moreover, unlike in Powell, severance in this case is not practical and would not be in the interest of justice. If the court were to sever Overton's punitive damages claims against FCA from the remainder of this case, both FCA and Plaintiff Overton would be forced to litigate actions involving the same underlying facts in two different courts. If the court was to sever all of Plaintiffs' claims brought against FCA, not only would both Plaintiffs be forced to litigate in two different courts, but Plaintiff Scott Graham would also be forced to litigate his Alabama state law claims (that do not fall within the scope of the Bankruptcy Court's Orders) in the Southern District of New York. As such, the court finds that remanding this entire case is the most equitable, practicable, and just course of action. A full-text copy of Judge Proctor's Memorandum Opinion dated Feb. 13, 2018 is available at https://is.gd/poiMzf from Leagle.com. Frankie Overton, Administrator of the Estate of Sue Ann Graham, deceased & Scott Graham, as legal guargian of J.G., a minor child, Plaintiffs, represented by Christopher D. Glover -- Chris.Glover@BeasleyAllen.com -- BEASLEY ALLEN CROW METHVIN PORTIS & MILES PC, J. Cole Portis -- cole.portis@beasleyallen.com -- BEASLEY ALLEN CROW METHVIN PORTIS & MILES PC & Joseph Parker Miller -- Parker.Miller@BeasleyAllen.com -- BEASLEY ALLEN CROW METHVIN PORTIS & MILES PC. Chrysler Group LLC & Fiat Chrysler Automobiles US LLC, Defendants, represented by Brian P. Kappel -- bkappel@lightfootlaw.com -- LIGHTFOOT FRANKLIN & WHITE LLC, Michael L. Bell -- mbell@lightfootlaw.com -- LIGHTFOOT FRANKLIN & WHITE LLC & Rachel M. Lary -- rlary@lightfootlaw.com -- LIGHTFOOT FRANKLIN & WHITE LLC. TRW Vehicle Safety Systems Inc, Defendant, represented by Julie Davis Pearce -- jpearce@gghlaw.com -- GAINES GAULT HENDRIX, PC. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. As part of that deal, Fiat acquired a 20% equity interest in Chrysler Group. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans are to be repaid with the proceeds of the bankruptcy estate's liquidation. Old Carco's Second Amendment Joint Plan of Liquidation was confirmed by the Bankruptcy Court on April 23, 2010. FILBIN LAND: Taps Business Debt Solutions as Loan Broker -------------------------------------------------------- Filbin Land & Cattle Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Business Debt Solutions, Inc. as loan broker. The firm will assist the Debtor in procuring and consummating transactions with lenders to provide the estate with financing for its operations pending approval of a Chapter 11 plan and exit financing. BDS will receive an underwriting and syndication fee in the sum of $15,000 to solicit and evaluate financing offers and assist the Debtor in entering into a loan agreement with lenders. In addition, the firm will receive a fee of 3% of the total maximum amount of the financing payable on the date the Debtor enters into a loan agreement, and 3% on any incremental increase of the financing, only if the financing is increased in the first 18 months from the date of the loan agreement. BDS does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Charles Doyle Business Debt Solutions, Inc. 230 California Street I, Suite 302 San Francisco, CA 94111 Tel: (415) 989-0970 Fax: (415) 423-1240 About Filbin Land & Cattle Co. Filbin Land & Cattle Co., Inc., is a privately-held company in Patterson, California, engaged in the cattle business. It is a merchant wholesaler of raw farm products. Filbin Land & Cattle Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17, 2018. In the petition signed by Jeffery Edward Arambel, president and CEO, the Debtor estimated assets of $1 million to $10 million and liabilities of $50 million to $100 million. Judge Ronald H. Sargis presides over the case. The Debtor hired MacDonald Fernandez LLP as its bankruptcy counsel. FINJAN HOLDINGS: BCPI I Cuts Stake to 6.6% ------------------------------------------ BCPI I, L.P., BCPI Partners I, L.P., BCPI Corporation, Michael Eisenberg, and Arad Naveh reported to the Securities and Exchange Commission that as of Feb. 13, 2018, they beneficially own 1,818,957 shares of common stock of Finjan Holdings, Inc., constituting 6.6 percent of the shares outstanding. The 1,818,957 shares are directly owned and held by BCPI I for itself and as nominee for BCPI FF and for other individuals and entities. BCPI GP, the general partner of both BCPI I and BCPI FF, may be deemed to have sole power to dispose of these shares, and BCPI Corp., the general partner of BCPI GP, may be deemed to have sole power to dispose of these shares. Naveh is a director of BCPI Corp. and may be deemed to have shared power to dispose of these shares. BCPI I sold a total of 1,562,438 shares of Finjan Holdings' Common Stock on the open market from Feb. 12 through Feb. 23, 2018. A full-text copy of the regulatory filing is available at: https://is.gd/b597F0 About Finjan Established over 20 years ago, Finjan Holdings, Inc. -- http://www.finjan.com/-- is a cybersecurity company focused on four business lines: intellectual property licensing and enforcement, mobile security application development, advisory services, and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated by its wholly-owned subsidiary Finjan, Inc. Finjan became a wholly owned subsidiary of Finjan Holdings in June of 2013 after a merger transaction, following which we began trading on the OTC Markets. The Company's common stock has been trading on the NASDAQ Capital Market since May 2014. Since the merger, the Company continues to execute on its existing business lines while outlining a vision and focusing on growth. Finjan is based in East Palo Alto, California. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total assets, $11.96 million in total liabilities, $18 million in redeemable preferred stock and $15.35 million in total stockholders' equity. FRONTIER INSURANCE: Plan Addressed FIGI Ownership of Parcels ------------------------------------------------------------ The adversary proceeding captioned Benjamin Lawski, Superintendent of Financial Services of the State of New York, as Liquidator of Frontier Insurance Company, Plaintiff, v. Frontier Insurance Group, LLC, and County of Sullivan Industrial Development Authority, Defendants, Adv. Pro. No. 14-9022 (RDD) (Bankr.S.D.N.Y.) is a dispute between plaintiff Benjamin Lawski, as Superintendent of Financial Services of the State of New York (the "Liquidator"), as the statutory liquidator of Frontier Insurance Company, on the one hand, and Frontier Insurance Group, LLC, the reorganized debtor/defendant herein, on the other, over title to the reversionary interest from defendant County of Sullivan Industrial Development Authority in land and improvements thereon in Sullivan County, New York that the parties have labeled in this litigation "Parcels B and C." Upon analysis of the case, Bankruptcy Judge Robert D. Drain rules in favor of the defendants. FIGL is the successor to Frontier Insurance Group, Inc. under FIGI's chapter 11 plan, which was confirmed on Dec. 2, 2005 and became effective on Sept. 20, 2007. FIGI was the corporate parent of FIC, an insurance company, among other subsidiaries. Both had their headquarters on land with an address at 195 Lake Louise Murray Rd., Rock Hill, New York that included the 2.7 acres and improvements comprising Parcel B and the 12.967 acres and improvements comprising Parcel C, as well as approximately 15.23 acres that included FIGI and FIC's headquarters building and the parking lot immediately adjacent to it that the parties have referred to here as "Parcel A." None of the buildings apparently had an address in addition to the Rock Hill Property address. One might think that whether Parcels B and C were covered by the Plan and the confirmation order would be easy to decide, requiring merely an examination of how those documents address the parties' claims to that property. However, the issue of whether Parcels B and C were covered by, included in, or dealt with by the Plan and confirmation order, and, more specifically, the context in which those documents should be read, required fact-finding regarding the nature of FIGI's disclosure of its asserted property interests during its bankruptcy case, the extent of the involvement of the Liquidator's predecessor, the Rehabilitator, in that case, and the parties' mutual understanding of their respective claims to the property at issue when the Plan was confirmed. Accordingly, after the parties engaged in discovery, the Court conducted a trial on those issues. Based on the trial record, including witness testimony, agreed deposition designations and the exhibits admitted into evidence, as well as the parties' post-trial proposed findings of fact and conclusions of law, the Court determined that the Plan sufficiently addressed FIGI's ownership of Parcels B and C and their transfer to FIGL for the Court to declare the Liquidator is bound by the Plan and confirmation order not to contest or interfere in FIGL's reversionary ownership of that property, and to direct the IDA to transfer ownership of it to FIGL. The bankruptcy case is in re: Frontier Insurance Group, Inc. and Frontier Insurance Group, LLC, Chapter 11, Debtor/Reorganized Debtor, Case No. 05-36877 (CGM) (Bankr. S.D.N.Y.). A full-text copy of Judge Drain's Memorandum of Decision dated Feb. 15, 2018 is available at https://is.gd/9PLDDu from Leagle.com. Benjamin Lawski, Plaintiff, represented by William F. Costigan, Dornbush Schaeffer Strongin & Venaglia, LLP & Melanie L. Cyganowski, Otterbourg P.C. Frontier Insurance Group, LLC, Defendant, represented by Richard L. Crisona, Duker & Barrett & Robert E. Malchman -- rmalchman@abv.com -- Allegaert Berger & Vogel LLP. County of Sullivan Industrial Development Authority, Defendant, pro se. About Frontier Insurance Frontier Insurance Company is a property and casualty insurer domiciled in the State of New York. The company was placed in rehabilitation and the New York Superintendent of Insurance was appointed as Rehabilitator on Oct. 15, 2001, by order of the Supreme Court of the State of New York, New York County. Since 2001, Frontier has settled roughly 12,000 claims, paid roughly $750 million in losses, and reduced its insolvency on a statutory accounting basis from an estimated $170 million in 2001 to $90.6 million as of December 31, 2008. On November 9, 2012, the Albany County Supreme Court converted FIC's rehabilitation proceeding to a liquidation proceeding styled In the Matter of the Liquidation of Frontier Insurance Co., Index No. 97/06. Frontier Insurance Group, LLC filed its Chapter 11 case (Bankr. S.D.N.Y. Case No. 05-36877) on June 5, 2005. On December 2, 2005, the Court confirmed the Debtor's chapter 11 plan, which became effective on September 20, 2007. The plan vested certain property of the Debtor -- principally cash and causes of action -- in a liquidating trust for the benefit of creditors. On August 1, 2007, this Court entered a final decree in the Debtor's chapter 11 case. The case was closed on October 24, 2007. FTS INTERNATIONAL: Moody's Hikes CFR to B2 & Keeps Outlook Positive ------------------------------------------------------------------- Moody's Investors Service upgraded FTS International, Inc.'s (FTSI) Corporate Family Rating (CFR) to B2 from Caa1 and Probability of Default Rating (PDR) to B2-PD from Caa1-PD. Concurrently, Moody's upgraded the ratings for the company's senior secured term loan due 2021 and 6.25% senior secured notes due 2022 to B3 from Caa2. Moody's also assigned FTSI a Speculative Grade Liquidity (SGL) rating of SGL-1. The rating outlook remains positive. The upgrade reflects FTSI's improved balance sheet following its debt repurchases, stronger liquidity profile from positive free cash flow generation and establishment of a $250 million ABL revolving credit facility, and Moody's expectation for operating performance to continue to benefit from increased demand for fracturing services from exploration and production (E&P) companies. FTSI completed its initial public offering in February 2018, raising approximately $305 million in net proceeds for which use included redemption of its remaining senior secured floating rate notes due 2020 ($290 million outstanding as of December 31, 2017). Also in February 2018, the company prepaid $50 million of its term loan. This substantial debt reduction during the first quarter of 2018 follows $77 million in principal repayment during the fourth quarter of 2017. These combined actions have reduced leverage to a low level for the rating category, but the rating incorporates the cyclicality and volatility of demand in the company's market. The positive rating outlook reflects Moody's expectation for continued revenue and EBITDA growth over the next 12 months supporting deleveraging ability from free cash flow generation. Pro forma for the debt repurchases, the company's debt/EBTIDA measured about 2.2x (based on estimated 2017 EBITDA) and Moody's anticipates that leverage will further decrease below 2x over the next 12 months. Upgrades: Issuer: FTS International, Inc. -- Probability of Default Rating, Upgraded to B2-PD from Caa1-PD -- Corporate Family Rating, Upgraded to B2 from Caa1 -- Senior Secured Bank Credit Facility, Upgraded to B3 (LGD4) from Caa2 (LGD4) -- Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD4) from Caa2 (LGD4) Assignments: Issuer: FTS International, Inc. -- Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook Actions: Issuer: FTS International, Inc. -- Outlook, Remains Positive RATINGS RATIONALE FTSI's B2 CFR reflects the company's leading position in the market for hydraulic fracturing services in a highly cyclical industry that can result in significant swings in revenue and profitability. FTSI operates in a very competitive sector with some significantly larger oilfield service companies. Moody's expects that the company's performance will continue to benefit during 2018 as upstream capital spending increases albeit at a more modest pace of growth than 2017. The company's performance is highly correlated with the cyclicality and volatility of upstream activities. During the period from late 2014 to mid-2016, drilling and completion activity had been significantly curtailed. The heavy toll cyclicality can have on the company is reflected in the reduction of revenues from $2.4 billion in 2014 to $1.4 billion in 2015 and $532 million in 2016 before rebounding to an estimated $1.4 billion in 2017. Since the beginning of 2017, the company reactivated 10 fleets as demand increased and as of January 8, 2018, had 27 active fleets out of its total 32 available. Higher oil prices have driven increased horizontal rig activity and the higher demand has enabled the company to increase prices. The company has some customer concentration with its top four comprising a third of revenue for the first nine months of 2017. However, this is down from just over half of revenue in 2016. The company's credit profile is supported by relatively large scale as measured by active fleets and horsepower and dispersed fleets servicing upstream companies in multiple basins. The SGL-1 liquidity rating reflects Moody's expectation that FTSI will maintain very good liquidity over the next 12 months supported by cash on the balance sheet, positive free cash flow generation, and availability under the company's new $250 million ABL revolver. The revolver expires in February 2023 but has a springing maturity 90 days prior to the term loan due April 2021 (or the 6.25% senior secured notes due May 2022 if the term loan is repaid). Moody's anticipates that the company's borrowing base will initially limit availability to less than the full $250 million facility size. The company has significant investment needs for fleet reactivation and Moody's anticipates that working capital needs will also continue to require investment to support growth. The company's revolver has a springing (based on excess availability) minimum fixed charge coverage ratio of 1x. Factors that could lead to an upgrade include continued execution by the company on growing its revenue and EBITDA in a demand environment that remains supportive of current pricing levels, further debt repayment, very good liquidity, and increased customer diversification. Factors that could lead to a downgrade include Moody's expectation that debt/EBITDA will be sustained above 3x including as a result of debt-funded acquisitions or dividends, EBITDA/interest below 3x, deterioration in liquidity, or loss of a significant customer. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. FTSI, headquartered in Fort Worth, Texas, is a publicly traded provider of hydraulic fracturing services to exploration and production companies in North America. Significant shareholders include Maju Investment (Mauritius) Pte Ltd (an indirect, wholly owned subsidiary of Temasek Holdings (Private) Limited), CHK Energy Holdings, Inc. (a wholly-owned subsidiary of Chesapeake Energy Corporation), and Senja Capital Ltd (affiliated with RRJ Capital Limited). GABRIEL ENTERPRISES: Taps Jerome M. Douglas as Special Counsel -------------------------------------------------------------- Gabriel Enterprises, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Offices of Jerome M. Douglas, LLC, as special counsel. The firm will provide the Debtor with legal services in connection with the sale of its real property located at 108 Park Street, Orange, New Jersey. JMD will be paid a flat fee of $6,500 for its services. Jerome Douglas, Esq., at JMD, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jerome M. Douglas, Esq. Law Offices of Jerome M. Douglas, LLC 1600 Route 208 North P.O. Box 670 Hawthorne, NJ 07507 Phone: (973) 238-8638 About Gabriel Enterprises Gabriel Enterprises, LLC owns properties located on Park St. in Orange, N.J. Gabriel filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-11759) on Feb. 1, 2016, and is represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, in Wayne, N.J. At the time of the filing, the Debtor disclosed $1.21 million in assets and $1.40 million in liabilities. GRAL HOLDINGS: April 25 Plan Confirmation Hearing Set ----------------------------------------------------- Judge G. Michael Halfenger of the U.S. Bankruptcy Court for the Eastern District of Wisconsin approved the disclosure statement explaining Gral Holdings Key Biscayne, LLC's plan, and fixed April 25, 2018, at 10:00 a.m., for the hearing on confirmation of the Plan. April 10 is the last day for filing written objections to confirmation of the Plan. April 17 is the last day for the Debtor or any other party-in-interest to file responses to any objections to confirmation of the Plan. About Gral Holdings Based in Milwaukee, Wis., Gral Holdings Key Biscayne, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 16-21330) on Feb. 20, 2016. In the petition signed by Michael A. Gral, General Partner, the Debtor estimated its assets and liabilities at between $500,001 and $1 million. Jonathan V. Goodman, Esq., of Law Offices of Jonathan V. Goodman, serves as the Debtor's bankruptcy counsel. GREENWAY LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Greenway, LLC as of Feb. 26, according to a court docket. About Greenway Based in Miami, Florida, Greenway, LLC, a single asset real estate company, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23693) on Nov. 13, 2017, estimating under $1 million in both assets and liabilities. The Debtor originally filed an application to hire Tomas A. Pila, Esq., at Pila Law Group, as counsel. The Associates represents the Debtor as bankruptcy counsel. HOLLYWOOD ONE: $140K Sale of Aberdeen Condo Unit 201 to Nickles OKd ------------------------------------------------------------------- Judge Laurel M. Isocoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Hollywood One, LLC's sale of the residential condominium unit located at 4806 Mantlewood Way, #201, Aberdeen, Maryland to Lawrence and Robin Nickle for $140,000. The sale is free and clear of any and all liens, claims, encumbrances, with the liens of Fulton Bank to attach to the net sale proceeds. Notwithstanding the provisions of Bankruptcy Rule 6004(h), the Order shall be effective and enforceable immediately upon entry and its provisions shall be self-executing. The Order is not subject to the stay provided by Bankruptcy Rule 6004(h). About Hollywood One Hollywood One LLC is the owner of multiple parcels of undeveloped land and two residential condominium units in Harford County, Maryland. Hollywood One filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13739) on March 28, 2017, estimating less than $1 million in both assets and liabilities. Suzy Tate, Esq., at Suzy Tate, PA, serves as bankruptcy counsel to the Debtor. The Regional Team of Keller Williams American Premier Realty is the Debtor's real estate broker. HPCC MERGER: Moody's Assigns B2 CFR; Outlook Stable --------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) to HPCC Merger Sub, Inc. (dba Wastequip). Concurrently, Moody's assigned B1 ratings to the company's proposed $50 million senior secured first-lien revolver and $245 million senior secured first-lien term loan, and a Caa1 rating to the proposed $100 million senior secured second-lien term loan. The rating outlook is stable. HPCC Merger Sub, Inc. is a new legal entity that has been established as part of a transaction whereby affiliates of H.I.G. Capital are acquiring Patriot Container Corp., the indirect parent of Wastequip, LLC (B2 stable). HPCC Merger Sub, Inc. will be the initial borrower under the credit facilities, and will merge with Patriot Container Corp. following consummation of the buyout, with the latter being the surviving entity. For the purposes of this credit discussion, Moody's will refer to HPCC Merger Sub, Inc. and Patriot Container Corp. collectively as "Wastequip." Pro-forma for the proposed transaction, the company's debt-to-EBITDA and EBITA-to-interest for the twelve months ended December 31, 2017 approximated 6.0 times and 1.7 times, respectively (all ratios are Moody's-adjusted unless otherwise stated). Moody's expects leverage to approach the mid- to high-5.0 times range over the next 12-18 months. "The incremental cash interest burden from nearly doubling Wastequip's total debt combined with minimal starting cash balances weakens liquidity," said Andrew MacDonald, Moody's lead analyst for the company. "But Moody's believe the company's cash flows can cover the higher interest expense sufficiently to allow for cash to gradually build up and allow for debt repayment that along with earnings growth will drive deleveraging longer term," added MacDonald. Moody's assigned the following ratings to HPCC Merger Sub, Inc.: Corporate Family Rating, B2 Probability of Default Rating, B2-PD $50 million Gtd Senior Secured First-Lien Revolving Credit Facility due 2023, B1 (LGD3) $245 million Gtd Senior Secured First-Lien Term Loan due 2025, B1 (LGD3) $100 million Gtd Senior Secured Second-Lien Term Loan due 2026, Caa1 (LGD5) Outlook, Stable The following ratings for Wastequip, LLC will be withdrawn upon closing of the transaction and the concurrent repayment of debt outstanding: Corporate Family Rating, B2 Probability of Default Rating, B2-PD $40 million Senior Secured First Out Revolving Credit Facility due 2019, Ba2 (LGD1) $210 million Senior Secured First-Lien Term Loan due 2019, B3 (LGD4) Outlook, Stable RATINGS RATIONALE Wastequip's credit profile (B2 Corporate Family Rating, stable outlook) broadly reflects its very high financial leverage, potential for aggressive financial policies underpinned by a long history of financial sponsor ownership, small scale relative to the rated manufacturer universe, and concentration in the waste handling and recycling equipment sector. Barring any actions by its new owners which would increase debt, modest leverage improvement is anticipated, though the balance sheet will notably remain somewhat strained through early 2019. The company's earnings growth could be tempered by soft demand for products tied to end markets like oil & gas, mining, and agriculture, which could slow the level of expected improvement The rating is also constrained by potential revenue volatility due to the clustered nature of the company's contracts and moderate customer concentration. However, the rating is supported by Wastequip's leading position within the highly fragmented waste handling and storage space, and the meaningful market share held by the company across its different product lines. The company's wide range of product offerings and exposure to a diversified set of end markets somewhat mitigates the potential for unexpected, dramatic deterioration of key credit metrics. Its cash flow generating ability ultimately enhances debt reduction capabilities, strengthens liquidity and supports modest improvement in credit metrics through year-end 2019. The stable outlook reflects Moody's expectation that Wastequip will continue to grow revenue in the low-single digit percent range and generate positive free cash flow, leading to a modest reduction in financial leverage and an improving liquidity profile over the next eighteen months. Ratings could be downgraded if debt-to-EBITDA is expected to be sustained above 6.0 times beyond 2018, retained cash flow-to-net debt falls below 5% and/or liquidity weakens further. Increased reliance on revolver borrowings, a sizable debt-financed acquisition or dividends could also result in the ratings being downgraded. While unlikely near term, factors that could warrant consideration of an upgrade include financial policies supportive of debt-to-EBITDA being sustained below 4.5 times, retained cash flow-to-net debt remaining above 15%, and at least a good liquidity profile is maintained. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Wastequip is a leading manufacturer of waste handling and recycling equipment used to collect, process, and transport solid and liquid waste in North America. The company manufactures a range of waste handling products including plastic residential containers, industrial containers of various sizes, hoists, tarpers, vacuum vehicles, compactors and balers. Following the proposed transaction, the company will be majority-owned by financial sponsor H.I.G. Capital. Management reported revenue for the twelve-month period ended December 31, 2017 was $489 million. INFINITE SERVICES: Taps Rountree & Leitman as Legal Counsel ----------------------------------------------------------- Infinite Services & Solutions, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree & Leitman, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; examine claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: William Rountree $400 Hal Leitman $270 Law Clerk $150 Paralegal $120 The Debtor paid the firm a retainer in the sum of $22,544 prior to the Petition Date. Rountree & Leitman does not represent any interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: William Anderson Rountree, Esq. Rountree & Leitman, LLC 2800 North Druid Hills Road, Building B Atlanta, GA 30329 Tel: (404) 584-1244 Fax: (404) 581-5038 E-mail: wrountree@randllaw.com About Infinite Services Infinite Services & Solutions, Inc. -- http://www.infinitessol.com/ -- is an innovative logistics support, training, maintenance, information technology, and systems engineering and integration corporation. Founded in 2006, the company provides services and solutions to governmental and commercial customers globally. The company is headquartered in Atlanta, Georgia. Infinite Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-52712) on Feb. 16, 2018. In the petition signed by CFO Khary Lewis, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. INPIXON: Intracoastal Capital Reports 9.99% Stake as of Feb. 15 --------------------------------------------------------------- Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 15, 2018, they beneficially own 565,498 shares of common stock of Inpixon, constituting 9.99 percent of the shares outstanding. Each of the Reporting Persons may have been deemed to have beneficial ownership of 565,498 shares of Common Stock which consists of (i) 75,900 shares of Common Stock held by Intracoastal, (ii) 425,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and (iii) 64,598 shares of Common Stock issuable upon conversion of 535.80 shares of Preferred Stock held by Intracoastal, and all those shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 1,845,080 shares of Common Stock outstanding as of Feb. 12, 2018 as reported by the Company, plus (2) 3,325,968 shares of Common Stock issued at the closing of the transaction contemplated by the SPA, (3) 425,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and (4) 64,598 shares of Common Stock issuable upon conversion of 535.80 shares of Preferred Stock held by Intracoastal. A full-text copy of the regulatory filing is available at: https://is.gd/6o5dvu About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $27.50 million in 2016 following a net loss of $11.72 million in 2015. As of Sept. 30, 2017, Inpixon had $35.20 million in total assets, $51.67 million in total liabilities and a total stockholders' deficit of $16.46 million. Marcum LLP, in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and expects to continue to have losses in the foreseeable future. These conditions raise substantial doubt about its ability to continue as a going concern. INTERNATIONAL PLACE: Taps Hirschler Fleischer as Legal Counsel -------------------------------------------------------------- International Place at Tysons, LLC, and 8133 Leesburg Pike, LLC, filed applications seeking approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Hirschler Fleischer as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. Hirschler received a retainer from the Debtors in the amount of $33,717, of which a portion was used to pay the filing fees. Stephen Leach, Esq., a principal of Hirschler, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Hirschler can be reached through: Stephen E. Leach, Esq. Kristen E. Burgers, Esq. Hirschler Fleischer 8270 Greensboro Drive, Suite 700 Tysons, VA 22102 Email: sleach@hf-law.com Tel: (703) 584-8362 About International Place at Tysons and 8133 Leesburg Pike International Place at Tysons is a mixed-use development project by Stafford, Virginia-based developer, Garrett Cos. It owns a real property located at 8201 Leesburg Pike, Vienna. Meanwhile, Leesburg's key asset is a real property located at 8133 Leesburg Pike, Vienna. The owners of the project, International Place at Tysons, LLC, and 8133 Leesburg Pike, LLC, filed petitions for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case Nos. 18-10431 and 18-10432) on Feb. 6, 2018. In the petitions signed by Andrew S. Garrett, president of manager, each debtor estimated $10 million to $50 million in assets and $10 million to $50 million in debt. The Hon. Brian F. Kenney oversees the cases. Hirschler Fleischer is the Debtors' legal counsel. J+T LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of J+T, LLC as of Feb. 26, according to a court docket. About J+T LLC J+T, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07685) on Dec. 10, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Cynthia C. Jackson presides over the case. BransonLaw, PLLC is the Debtor's bankruptcy counsel. JASON INCORPORATED: Moody's Assigns Caa1 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service changed the ratings outlook for Jason Incorporated to stable from negative, and concurrently moved the company's Caa1 Corporate Family Rating (CFR), Caa1 --PD Probability of Default Rating (PDR), and Speculative Grade Liquidity Rating (SGL)-3 to Jason Incorporated from Jason Holdings, Inc. I while affirming existing ratings for Jason Incorporated, including first-lien senior secured credit facilities consisting of a $40 million revolver expiring in 2019 and a $310 million term loan due 2021 (both B3), and a $110 million second-lien senior secured term loan due 2022 (Caa3). "Despite anticipated top-line challenges in 2018, Moody's believe the company will be able to maintain its profitability and that liquidity will remain adequate," said Inna Bodeck, Moody's lead analyst for Jason. "Nonetheless, Moody's remain concerned and view the prospect of ongoing declines in business activity as likely to exacerbate the refinancing risk associated with upcoming debt maturities in 2021 and 2022," added Bodeck. In addition to the current cash liquidity buffer, Moody's affirmed its ratings predicated in part on expectation that the company will continue to improve EBITDA margins (to approximately 12.4%, incorporating Moody's standard adjustments, and in spite of Moody's forecasted 6%-8% decline in sales) and generate positive free cash flow (approximately $5-$10 million over the next twelve months). Nonetheless, ratings are constrained by the continuing projected decline in sales in the face of approaching maturities of the first- and second-lien term loans. The $310 million ($298.8 million remaining amount) first-lien term loan is due June 30, 2021, and the $110 million ($90.0 million remaining amount) second-lien term loan is due June 30, 2022. The change in ratings outlook to stable is due to the company's demonstrated ability to manage its cost structure in a planned manner, in conjunction with an improved liquidity position. Due to the recent US tax overhaul, the company has better access to cash from non-US operations, and thus Moody's expects that it will be in a better position to address at least the revolver maturity in the next few months. Moody's took the following actions: Issuer: Jason Incorporated Corporate Family Rating, Assigned at Caa1 Probability of Default Rating, Assigned at Caa1 Speculative Grade Liquidity Rating, Assigned at SGL-3 $40 Million Gtd Senior Secured First-Lien Revolving Credit Facility due 2019, Affirmed at B3 (LGD3) $310 Million Gtd Senior Secured First-Lien Term Loan due 2021, Affirmed at B3 (LGD3) $110 Million Gtd Senior Secured Second-Lien Term Loan due 2022, Affirmed at Caa3 (LGD5) Outlook, changed to Stable from Negative Issuer: Jason Holdings, Inc. I Corporate Family Rating, Withdrawn at Caa1 Probability of Default Rating, Withdrawn at Caa1-PD Speculative Grade Liquidity Rating, Withdrawn at SGL-3 Outlook, Withdrawn at Negative RATINGS RATIONALE Jason's Caa1 Corporate Family Rating broadly reflects its moderate size, high leverage and exposure to cyclical end markets, as well as challenges associated with growing its top line in three key divisions (seating, acoustics and components, collectively representing 71% of LTM 9/30/2017 revenues). These risks are partially mitigated by the company's good market position across several businesses, better than expected profitability and positive projected free cash flow combined with existing cash on the balance sheet. Moody's expects that Jason will continue to experience organic revenue declines in mid-single digit percent range, but profitability should improve slightly as the finishing division benefits from improved industrial markets and the acoustics division focuses on additional costs take-out and broader operating efficiencies in light of substantial sales declines therein. Moody's expects leverage (6.0 times debt-to-EBITDA for the LTM period ended 09/30/2017, incorporating Moody's standard adjustments) to modestly worsen and remain above 6.0 time over the next 12 months, but free cash flow should remain positive over the same period. Jason's liquidity profile is adequate, as reflected in the SGL-3 ratings, supported by existing cash, positive projected free cash flow and unused capacity under a $40 million revolving credit facility expiring in June 2019, which Moody's expects will be renewed near term. The stable ratings outlook reflects Moody's view that Jason's revenues will continue to decline in the mid-single digit percent range, but that this will be offset by the company's focus on improving its cost structure. It also reflects an expectation that the company will generate $5-$10 million of free cash flow and successfully renew its $40 million revolving credit facility which otherwise expires in June 2019. Ratings could be downgraded if the company's operating performance deteriorates due to unexpected challenges in the operating environment and/or operational issues, more broadly, resulting in reduced profitability and increased leverage. A worsened liquidity profile, including an inability to renew its revolving credit facility in relatively short order, could also prompt consideration for a prospective ratings downgrade. Ratings could be upgraded if the company demonstrates an ability to grow its top line on a consistent basis and continues to manage through operating inefficiencies in a planned matter, such that debt-to-EBITDA leverage is sustained below 6.0 times and at least an adequate liquidity profile is maintained. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Jason Incorporated, headquartered in Milwaukee, Wisconsin, is a diversified manufacturing company serving industrial, auto and other industries. Its products include finishing (industrial brushes, buffing wheels and compounds), seating (static and suspension seating for motorcycle, construction, agricultural, lawn and turf-care equipment), acoustics (fiber-based acoustical insulation products for the auto industry) and components (metal, rail safety and other). Revenue for the twelve months ended September 30, 2017 was approximately $662 million. KATY INDUSTRIES: Seeks Termination of Retiree Benefits ------------------------------------------------------ BankruptcyData.com reported that Katy Industries filed with the U. S. Bankruptcy Court a motion for an order, pursuant to Section 1114 of the Bankruptcy Code, terminating retiree benefits. The motion explains, "Historically, the Debtors offered certain of their employees the ability to participate in fully insured and self-funded retiree medical programs (the 'Retiree Benefits'). As of the Petition Date, the Debtors' average monthly contribution on account of the Retiree Benefits has been approximately $7,500. The Debtors have continued to provide the Retiree Benefits for many months after the Petition Date, while attempting to negotiate with the Retiree Committee a settlement related to the impending termination of the Retiree Benefits necessitated by the Debtors' wind-down following the sale of substantially all of their assets under section 363 of the Bankruptcy Code (the 'Sale') to Jansan Acquisition. The Sale to Jansan closed on July 21, 2017 (the 'Closing'), and the Retiree Committee was appointed on or about July 31, 2017. On August 31, 2017, the Debtors made a settlement offer of $36,000 to the Retiree Committee in connection with the proposed termination of the Retiree Benefits, which amount represented approximately five months of the Debtors' contributions for Retiree Benefits. In December 31, 2017, unbeknownst to the Debtors, certain Retiree Benefits administered by Jansan under the Assumed Plans expired and lapsed, resulting in a loss of benefits coverage to the Retirees. Because the Debtors did not administer Retiree Benefits provided under the Assumed Plans following the Sale, they were not provided an opportunity to renew, or receive notice of the pending expiration of, the Assumed Plans." The Court scheduled a hearing date on March 12, 2018 to consider the termination motion, with objections due on the same date, according to the report. About Katy Industries Katy Industries, Inc. -- http://www.katyindustries.com/-- a publicly traded Delaware corporation, and its wholly-owned direct and indirect subsidiaries were organized as a Delaware corporation in 1967. The Company is a well-known manufacturer, importer, and distributor of commercial cleaning and consumer storage products as well as a contract manufacturer of structural foam products. It distributes its products across the United States and Canada. It is best known for such brands as Continental, Huskee, Color Guard, Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many others. The Company operates three manufacturing facilities located in Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana, with its corporate headquarters located in St. Louis, Missouri. Katy Industries, Inc., and its affiliates filed a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11101) on May 14, 2017. In the petition signed by CRO Lawrence Perkins, Katy Industries disclosed $821,321 in assets and $58,421,346 in liabilities. Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors' bankruptcy counsel. JND Corporate Restructuring is the claims and noticing agent. M.J. Renick & Associates LLC has been appointed by the Court as fee examiner. On July 31, 2017, the Office of the U.S. Trustee formed a committee of retirees. The Retirees' Committee hired Womble Carlyle Sandridge & Rice, LLP as legal counsel. LAKESHORE FARMS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Lakeshore Farms, Inc. 24806 Highway 159 Forest City, MO 64451 Business Description: Lakeshore Farms, Inc. is a privately held company in Forest City, Missouri in the oilseed and grain farming industry. Chapter 11 Petition Date: February 28, 2018 Case No.: 18-50077 Court: United States Bankruptcy Court Western District of Missouri (St. Joseph) Judge: Hon. Brian T. Fenimore Debtor's Counsel: Joanne B. Stutz, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: 913-962-8700 Fax: 913-962-8701 E-mail: jstutz@emlawkc.com Total Assets: $8.52 million Total Liabilities: $5.57 million The petition was signed by Jonathan L. Russell, president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/mowb18-50077.pdf LEHMAN BROTHERS: Administrative Claim Deadline Set for April 2 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set April 2, 2018, at 5:00 p.m. (Prevailing Eastern Time), as the deadline for each person or entity to file a proof of claim for certain administrative expenses against Lehman Brothers Inc. All proof of claim must be filed at: a) if by overnight courier or hand delivery to: Epiq Bankruptcy Solutions LLC Attn: Lehman Brothers Inc. Claims Processing 10300 SW Allen Blvd. Beaverton, OR 97005 b) first class mail: Lehman Brothers Inc. Claims Processing c/o Epiq Bankruptcy Solutions LLC P.O. Box 4470 Beaverton, OR 97076-4470 For more information, visit http://www.lehmantrustee.com. Proof of claim form may be obtained by contacting 1-866-841-7868 (domestic) or 1-503-597-7690 (international). About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2016, the team winding down LBHI paid $3.8 billion to creditors, the 11th distribution since Lehman's collapse in 2008. This brought the total payout to more than $113.6 billion. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. The 11th distribution raised the bondholders' recovery to more than 40 cents on the dollar and recoveries for general unsecured creditors of Lehman's commodities to 79 cents on the dollar. Lehman's aggregate 12th distribution to unsecured creditors pursuant to its confirmed Chapter 11 plan will total approximately $3.0 billion. LEXMARK INTERNATIONAL: Moody's Lowers CFR to B3; Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Lexmark International, Inc.'s corporate family rating to B3 from Ba3. As part of the rating action, Moody's downgraded Lexmark's probability of default rating to B3-PD from Ba3-PD and the senior unsecured debt ratings to B3 from Ba3. The outlook remains negative. RATINGS RATIONALE The downgrade of the corporate family rating reflects Moody's sharply lowered expectations for Lexmark's operating performance and liquidity in 2018 given its weak performance in 2017 and, in particular, the sharp decline in supplies revenues. Despite expectations for stable hardware segment revenue for 2018, Moody's believes the partial rebound in revenue and EBITDA from Lexmark's supplies segment in 2018 compared to 2017 will fall short of prior expectations. The negative impact from the deterioration in the supplies segment in 2017 is meaningful given that supplies account for the majority of revenue and effectively all gross profits. Moody's revised base case indicates that Lexmark's adjusted debt/EBITDA will peak above 10x and remain above 6.5 times over the next 18 months. As a result, Moody's projects free cash flow to remain negative in 2018 despite expected improvement compared to 2017. Beyond the next 12 months, Moody's expect liquidity to be weak absent asset sales or cash contributions from its financial sponsors. The negative outlook reflects the significant challenges that Lexmark faces as it tries to stabilize its US and European businesses and expand in Asia amid the persistent contraction in printed pages and intense competition, especially for a company of its size compounded by strained liquidity. The outlook also captures the potential for the company's financial profile to further erode if Lexmark is unable to grow its installed base, sufficiently turn around performance in the supplies segment, defend its overall market share, or achieve successful product launches in new markets including emerging regions. Although Lexmark has a good market position in its core printing business within the mature global distributed printing and imaging industry, particularly in the Americas and parts of Europe, the company has suffered from the global shift to digital documents resulting in lower demand for the company's printing products. At the same time, the company has been going through a business model transition towards higher usage print devices, managed print services, and expansion into emerging markets while trying to realize cost synergies such as combining certain manufacturing functions such as procurement and assembly, with those of Apex Technology Co., Ltd. (aka Ninestar), the leading member of the acquiring consortium. Ratings for the senior unsecured notes (B3, LGD4) reflect the overall probability of default of the company, as reflected in the PDR of B3-PD, and the expectation for average family recovery in a default scenario. The company had a 90-day window post-closing to provide a collateral package to satisfy the requirements in the senior unsecured notes indenture, but the process remains delayed while the parties negotiate final terms. At this point, the credit facilities and notes remain unsecured, but upon agreeing to documentation, the notes will be secured on a pari passu basis with the $200 million revolver and $1.2 billion of term loans taken on with the consortium buy-out. The B3 rating on the notes is not expected to change if security is obtained since both the credit facilities and notes would become secured and remain pari passu. In July 2017, the company completed the sale of its Enterprise Software operations to buyout firm Thoma Bravo LLC. As expected, net proceeds were used to repay most of the $1.5 billion of bridge financing/shareholder loans issued by an indirect parent holding company of Lexmark. Only $245 million of shareholder loans remain, but Lexmark will not be able to fund distributions that could be used to repay parent bridge loans given the need to meet the net leverage ratio test of 2.75x or better under the credit agreement. Moody's expects Lexmark's liquidity will be barely adequate over the next 12 months given the upsized $200 million revolver is fully drawn, free cash flow in 2018 is expected to be negative, and scheduled term loan amortization in 2018 and 2019 will be $64 million each year. Moody's expects continued tight management of working capital and capital spending (Moody's note that manufacturing is largely outsourced). Moody's expect liquidity to be weak beyond the next 12 months given the need to refinance the fully drawn $200 million revolver prior to its November 2019 expiry, four months ahead of the March 2020 maturity of the $351 million of senior notes. Moody's believes certain existing lenders would be willing to refinance the revolver given their longer dated term loan exposure, but there are no lending commitments and Lexmark's operating performance could weaken further. Non-core real estate was sold in December 2017 raising $46 million of cash, but Moody's do not expect future asset sales to raise as much cash. A rating upgrade is not likely in the next nine to 12 months given the negative outlook and very high leverage; however, Moody's could change the outlook to stable if the company improves liquidity with positive free cash flow, enhanced cash balances, or committed support from its sponsors or lenders to address cash shortfalls or refinance near term maturities. Beyond the next nine to 12 months, ratings could be upgraded if the company is able to demonstrate sustained improvement in its printer hardware installed base and a turnaround in contributions from supplies revenue resulting in adjusted EBITDA margins above 12% and adjusted total debt to EBITDA below 6.5 times. Ratings could be downgraded if liquidity deteriorates below expected levels or Moody's does not believe the company will be able to address the November 2019 revolver maturity. Ratings could also be downgraded if the company is not able to stabilize revenues or track expectations for EBITDA and free cash flow growth in 2018 and 2019 which could lead to an unsustainable capital structure given the 2020 note maturity as well as stepped up term loan amortization. Rating actions: Issuer: Lexmark International, Inc. -- Corporate Family Rating -- Downgraded to B3 from Ba3 -- Probability of Default Rating -- Downgraded to B3-PD from Ba3- PD -- Senior Unsecured Debt -- Downgraded to B3 (LGD4) from Ba3 (LGD4) -- Outlook: Remains Negative Based in Lexington, KY, Lexmark is a global developer and manufacturer of laser printer, multifunction devices, and associated consumable supplies for the enterprise as well as small and medium-sized business markets. In November 2016, an Asian consortium acquired Lexmark in a $3.6 billion leveraged buyout. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. LINDA'S CHERRY: Taps Elfand Associates as Accountant ---------------------------------------------------- Linda's Cherry Hill LLC and Linda the Bra Lady LLC filed separate applications seeking approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Elfand Associates, P.C. as their accountant. The firm will assist the Debtors in preparing monthly operating reports and tax returns and will provide other accounting services necessary to operate their business. The firm's accountants and their hourly rates are: Alvin Elfand CPA $350 Howard Lieberman CPA $250 Michael Arcieri Accountant $175 The hourly rates for administrative professionals range from $100 to $150. Alvin Elfand, a certified public accountant and member of Elfand Associates, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Elfand Associates can be reached through: Alvin Elfand ELFAND & ASSOCIATES, P.C. 501 Office Center Drive, Suite 285 Fort Washington, PA 19034 Tel: (215) 653-0990 / (856) 334-9988 Fax: (215) 653-0908 E-mail: info@elfand.com About Linda's Cherry Hill Linda's Cherry Hill, LLC, and Linda the Bra Lady -- https://www.lindasonline.com/ -- are privately held companies that operate lingerie stores selling bras, underwear, shapewear, and bra accessories at their New York City and Cherry Hill, NJ locations. The Companies specialize in maternity bras, sports bras, mastectomy department, bridal bras, bikini tops and waist cinchers. They offer brands like Simone Perele, Elila Bras, Affinitas Intimates, Curvy Kate, Miss Mandalay and Shock Absorber. Linda's Cherry Hill, LLC, based in Cherry Hill, NJ, and its debtor-affiliates, filed a Chapter 11 petition (Bankr. D.N.J. Lead Case No. 18-12468) on Feb. 7, 2018. In its petition, Linda's Cherry Hill's estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities; Linda the Bra Lady's estimated $100,000 to $500,000 and $1 million to $10 million in liabilities. The petition was signed by Linda Becker, manager. The Hon. Jerrold N. Poslusny Jr. presides over the case. E. Richard Dressel, Esq., at Flaster Greenberg P.C., serves as bankruptcy counsel the Debtor. LSB INDUSTRIES: Swings to $59.4 Million Net Loss in 2017 -------------------------------------------------------- LSB Industries, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss attributable to common stockholders of $59.44 million on $427.50 million of net sales for the year ended Dec. 31, 2017, compared to net income attributable to common stockholders of $64.76 million on $374.58 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, LSB Industries had $1.18 billion in total assets, $576.02 million in total liabilities, $174.95 million in redeemable preferred stocks, and $438.19 million in total stockholders' equity. Net cash provided by continuing operating activities was $2.3 million for 2017 compared to net cash used of $22.0 million for 2016, an improvement of approximately $24.3 million. For 2017, the net cash provided is the result of a net loss of $29.2 million plus a noncash adjustment of $67 million for depreciation, depletion and amortization of PP&E and other noncash adjustments totaling approximately $13.7 million less an adjustment of $40.4 million for deferred income taxes and approximately $8.8 million of net cash used primarily from the Company's working capital including an increase in our trade accounts receivable. For 2016, the net cash used is the result of net income of $112.2 million less adjustments of $200.3 million for net income from discontinued operations and $42 million for deferred income taxes, plus adjustments of $59.4 million for depreciation, depletion and amortization of PP&E, $8.7 million for a loss on extinguishment of debt, other noncash adjustments totaling approximately $12.4 million and $27.6 million of net cash provided primarily from our working capital including an increase in our trade accounts payable, and deferred income associated with an amended LDAN purchase and sales agreement. Net cash used by continuing investing activities was $10.8 million for 2017 compared to net cash provided of $153.3 million, a change of $164.1 million. For 2017, the net cash used relates to expenditures for PP&E of $35.4 million partially offset by net proceeds of $23.8 million from the sale of our working interests in certain natural gas properties, engineered products business and other property and equipment and $0.8 million associated with other activities. For 2016, the net cash provided consists of $362 million of net proceeds from the sale of the Climate Control Business and other property and equipment and $3.8 million associated with other activities partially offset by $212.5 million of cash used for expenditures for PP&E. Net cash used by continuing financing activities was $16.1 million for 2017 compared to $193.7 million for 2016, a change of approximately $177.6 million. For 2017, the net cash used consists of payments on long-term debt and related costs of $14.2 million and $1.9 million of other activities. For 2016, the net cash used relates to the payments on the 7.75% and 12% Senior Secured Notes totaling $100 million, the redemption of a portion of the Series E Redeemable Preferred including dividends of approximately $80 million, payments on long-term debt of $15.4 million and payments of debt and equity modification, extinguishment and issuance costs of $13.1 million partially offset by net proceeds from long-term debt financing of approximately $14.8 million. The Company currently has a revolving credit facility, its Working Capital Revolver Loan, with a borrowing base of $50 million. As of Dec. 31, 2017, the Company's Working Capital Revolver Loan was undrawn and had $41.2 million of availability. The Company has planned capital improvements relating to maintaining and enhancing safety and reliability at its facilities of approximately $35 million for 2018. "We believe that the combination of our cash on hand, the availability on our revolving credit facility, and our cash flow from operations will be sufficient to fund our anticipated liquidity needs for the next twelve months," stated the Company in the report. A full-text copy of the Form 10-K is available for free at: https://is.gd/JajTDm About LSB Industries Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. * * * In November 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City-based LSB Industries Inc. S&P said the company continues to experience operational issues at both its El Dorado and Pryor plants, and although the company has shown improved operating results thus far in 2017, S&P still views leverage metrics to be at unsustainable levels for the next year. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. MANIX HOLDINGS: April 11 Evidentiary Hearing on Plan, Disclosures ----------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Manix Holdings, LLC's disclosure statement to accompany its proposed plan of reorganization. An evidentiary hearing will be held on April 11, 2018 at 2:45 PM in Courtroom 6A, 6th Floor, George C. Young Courthouse, 400 West Washington Street, Orlando, FL 32801 to consider and rule on the disclosure statement and any objections or modifications and, if the Court determines that the disclosure statement contains adequate information, to conduct a confirmation hearing, including hearing objections to confirmation. Creditors and other parties in interest must file their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. Any party desiring to object to the disclosure statement or to confirmation must file its objection no later than seven days before the date of the Confirmation Hearing. About Manix Holdings Manix Holdings, a Florida Limited Liability Company, owns a small hotel currently operating on its real property in Osceola County, Florida at 7491 West Irlo Bronson Parkway, Kissimmee, Florida. Manix Holdings filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04209) on June 26, 2017. The petition was signed by Jill Masoud of Brouse Hotel Group, LLC, managing member of the Debtor. At the time of filing, the Debtor estimated under $50,000 in assets and $1 million to $10 million in liabilities. The Debtor is represented by Roddy B. Lanigan, Esq., at Lanigan & Lanigan PL. On Oct. 4, 2017, the Court appointed Terry Hatfield as Broker. MARINE MAMMAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Marine Mammal Conservancy, Inc. as of Feb. 26, according to a court docket. About Marine Mammal Conservancy Marine Mammal Conservancy, Inc., is a non-profit organization operating in the Florida Keys. It owns a veterinarians facility at 102200 Overseas Highway in Key Largo, Florida. Marine Mammal Conservancy sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10594) on Jan. 16, 2018. In the petition signed by Art Cooper, director and president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Laurel M. Isicoff presides over the case. Wargo & French, LLP, is the Debtor's legal counsel. MARYLAND HOME: Taps P.A. Snyder & Company as Accountant ------------------------------------------------------- Maryland Home Inspectors, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire P.A. Snyder & Company, Inc. as its accountant. The firm will assist the Debtor in preparing its tax returns for 2017 and will provide general accounting services. P.A. Snyder will charge $75 per hour for accounting work and $150 per hour for tax-related services. The Debtor has agreed to pay the firm a retainer in the sum of $2,500. Patricia Snyder, a certified public accountant and member of P.A. Snyder, disclosed in a court filing that the firm has no connection to the Debtor or any of its creditors. The firm can be reached through: Patricia A. Snyder P.A. Snyder & Company, Inc. 800 Compton Road, Suite 34 Cincinnati, OH 45231-3847 Phone: 513-729-3700 Fax: 513-729-2323 E-mail: PASnyder@srcpa.com About Maryland Home Inspectors Maryland Home Inspectors, Inc., based in Elliot City, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-27122) on Dec. 22, 2017, estimating under $1 million in assets and liabilities. Judge David E. Rice is the case judge. Ronald J. Drescher, Esq. at Drescher & Associates, P.A., is the Debtor's counsel. MAXAR TECHNOLOGIES: S&P Alters Outlook to Neg. & Affirms 'BB' CCR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Maxar Technologies Ltd. to negative from stable and affirmed all of its ratings, including its 'BB' corporate credit rating, on the company. S&P said, "The negative outlook reflects that Maxar's lower-than-anticipated earnings and revenue will cause its credit ratios to be weaker than we had expected in 2018. The company's performance has been negatively affected by the slower-than-expected recovery in the communications satellite market and delays on its other programs. We now expect Maxar's debt-to-EBITDA to be in the 4.5x-5.0x range in 2018, which compares with our previous forecast of 4.0x-4.5x. However, we anticipate that the company's debt-to-EBITDA will decline below 4.5x in 2019 as its earnings increase. "The negative outlook on Maxar reflects our expectation that the company's earnings will be weaker than we had previously expected due to the slower-than-anticipated recovery in the communications satellite market and delays on certain contracts, which were pushed out beyond 2018. We expect the company's debt-to-EBITDA metric to be 4.5x-5.0x in 2018. "We could lower our ratings on Maxar if the company's debt-to-EBITDA remains above 4.5x in 2018 and appears unlikely to approach 4.0x in 2019. This could occur if the company's earnings decline because of continued weakness in certain key markets or it unexpectedly loses contract awards. We could also lower our ratings on Maxar if its debt levels rise above our current expectations. "We could revise our outlook on Maxar to stable if its debt-to-EBITDA approaches 4.0x in 2019 and we expect it to remain at or below that level for a sustained period. This could occur if Maxar secures new contracts as market conditions improve, if the company realizes a higher-than expected level of synergies from the DigitalGlobe acquisition, or if its cash flow is higher-than-expected and management uses the additional cash to reduce its debt. MELBOURNE BEACH: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Melbourne Beach, LLC as of Feb. 26, according to a court docket. About Melbourne Beach Established in 1998, Melbourne Beach, LLC is a privately held company that leases real properties. Melbourne Beach is the owner of Ocean Spring Plaza, located at 981 E. Eau, Gallie Boulevard, Melbourne, Florida, valued by the company at $15.30 million. The company's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach filed a Chapter 11 petition (Bankr. Md. Fla. Case No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian West, managing member, the Debtor disclosed $15.35 million in assets and $2.82 million in liabilities. James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Mathews, P.A., serves as bankruptcy counsel to the Debtor. MICHAEL BRADFORD: New Lease Agreement for Las Vegas Property Okayed ------------------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Michael Stephen Bradford, nunc pro tunc to Dec. 29, 2017, to enter into the Residential Lease Agreement for the lease of the residential property located at 11280 Granite Ridge Drive #1051, Las Vegas, Nevada. A hearing on the Motion was held on Feb. 21, 2018 at 9:30 a.m. The stay imposed by Fed.R.Bankr. P. 6004(h) is waived. Michael Stephen Bradford sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-13761) on July 12, 2017. The Debtor tapped Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm, as counsel. MONCADA NJ SOLAR: Taps Giordano Halleran as Special Counsel ----------------------------------------------------------- Moncada NJ Solar 201, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Giordano, Halleran & Ciesla, P.C. as its special counsel. The firm will provide legal services in connection with the Debtor's appeal of the bankruptcy court's previous order dismissing its Chapter 11 case. The firm's hourly rates are: Partners $425 Associates $250 Paralegals $125 Donald Campbell, Jr., Esq., a member of Giordano and the attorney who will be representing the Debtor, will charge an hourly fee of $400. Mr. Campbell disclosed in a court filing that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Giordano can be reached through: Donald Campbell, Jr., Esq. Giordano, Halleran & Ciesla, P.C. 125 Half Mile Road, Suite 300 Red Bank, NJ 07701 Phone: 732-741-3900 Fax: 732-224-6599 E-mail: dcampbell@ghclaw.com About Moncada NJ Solar 201 Moncada NJ Solar 201, LLC, distributes electricity. The company was incorporated in 2011 and is based in Shrewsbury, New Jersey. On Dec. 16, 2016, Moncada NJ Solar 201, LLC, filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-33967). At the time of the filing, Moncada NJ Solar 201 disclosed $17.28 million in assets and $474.897 million in liabilities. Moncada NJ Solar 201, LLC, sought approval from United States Bankruptcy Court for the District of New Jersey to employ Joseph Casello, Esq and Collins, Vella & Casello, LLC to represent them in the case. MP DIAGNOSTIC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of MP Diagnostic, Inc. as of Feb. 26, according to a court docket. About MP Diagnostic MP Diagnostic, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-10450) on Jan. 12, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of Diaz & Associates, P.A. NADER MOMENI: $2M Private Sale Chevy Chase Property Partly Approved ------------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland granted in part and denied in part Nader Momeni's intended private sale of his right, title and interest in a parcel of real estate known as 115 Quincy Street, Chevy Chase, Maryland to Evan R. Weschler and Marrisa B. Weschler or his nominee for the sum of $1,800,000 or $1,959,904 if certain conditions are met. A hearing on the Motion was held on Jan. 22, 2018 at 2:00 p.m. The second hearing on the Motion was held on Feb. 21, 2018. The Debtor's motion to sell the property free and clear of liens is denied, and all liens of record must be paid in full at closing unless the lienholder otherwise agrees in writing. The Motion asks to sell the property free and clear of liens. Its heading states it asks a free and clear order under Section 363(f), but it makes no further mention of, or even attempt to establish a basis for relief under, that section. The Debtor reports there are five liens against the property, held by U.S. Bank, N.A., JPMorgan Chase Bank, N.A., Stepanie Kenyan & Associates, Inc., Vinay Bhargava and Anjali Kataria, and Suntrust Bank. Vinay Bhargava and Anjali Kataria object to the sale. US Bank does not oppose the sale to the extent that it is paid in full. Nader Momeni sought Chapter 11 protection (Bankr. D. Md. Case No. 12-19999) on May 25, 2012. Randall J. Borden, Esq., in Fairfax, Virginia, serves as counsel to the Debtor. NEPHROS INC: Narrows Net Loss to $809,000 in 2017 ------------------------------------------------- Nephros, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $809,000 on $3.81 million of total net revenues for the year ended Dec. 31, 2017, compared to a net loss of $3.03 million on $2.32 million of total net revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Nephros had $4.98 million in total assets, $3.03 million in total liabilities, and $1.95 million in total stockholders' equity. "The Company's recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern," Nephros stated in the Annual Report. "The Company's current plans intended to mitigate the conditions noted above anticipate continued revenue growth, increasing gross profit, and improving cash flows from operations for the period of twelve months following the date of issuance of these consolidated financial statements. In addition, the Company has approximately $2,194,000 of cash and $289,000 available under its secured revolving credit facility as of December 31, 2017 to meet its obligations and sustain its operations. "There can be no assurance, however, that these plans will be achieved and reflected in the Company's actual performance, nor that the Company's future cash flows will be sufficient to meet its obligations and commitments. The Company has incurred significant losses from operations in each quarter since inception. If the Company is unable to generate sufficient cash flow from operations in the future to meet its operating requirements and other commitments, the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities, reducing operating expenses or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements." At Dec. 31, 2017, the Company had an accumulated deficit of approximately $121,106,000, and it expects to incur additional operating losses from operations in the foreseeable future at least until such time, if ever, that it is able to increase product sales or licensing revenue. Total revenues for the fourth quarter of 2017 were approximately $1,301,000, compared with approximately $745,000 in the fourth quarter of 2016, an increase of 75%. Cost of goods sold was approximately $1,517,000 for the year ended Dec. 31, 2017, compared to approximately $1,026,000 for the year ended Dec. 31, 2016, an increase of 48%. Gross margins were 60% for the year ended Dec. 31, 2017, compared to 56% for the year ended Dec. 31, 2016. Research and development expenses were approximately $1,002,000 and $1,079,000, respectively, for the years ended Dec. 31, 2017 and 2016, a 7% decrease. Depreciation and amortization expenses were approximately $218,000 and $230,000, respectively, for the years ended Dec. 31, 2017 and 2016, a 5% decrease. Selling, general and administrative expenses were approximately $3,298,000 and $2,854,000, respectively, for the years ended December 31, 2017 and 2016, a 16% increase. Net cash used in operating activities in the fourth quarter 2017 was approximately $38,000, including approximately $65,000 of cash paid for interest on outstanding notes. As of Dec. 31, 2017, Nephros had cash and cash equivalents of approximately $2,194,000. "2017 was a transformational year for us," said Daron Evans, president and CEO of Nephros. "The strategic shifts we initiated in early 2015 have translated into material changes in our product offerings, our relationships with strategic partners and customers, and ultimately in our financial performance. We believe we are still in the early phase of our growth curve, and have been energized by the performance of our products in the market. As our products are placed in more medical facilities, it becomes easier for our strategic distribution partners to further expand our footprint. In 2018, we will continue to focus on, and to grow, our core medical device water filter business, while taking advantage of revenue and value enhancing opportunities when available in other parts of our business." "We finished the year with over $3.8 million in revenue and over $2 million in cash, the strongest operating position in the company's history," said Andy Astor, chief financial officer. "Our progress in 2017 continued to validate our growth strategy and we were pleased to approach cash flow neutral in the fourth quarter. For 2018, we project quarter-over-quarter revenue growth to average 10-12%, and we project 2018 revenues to exceed $6 million." A full-text copy of the Form 10-K is available for free at: https://is.gd/yKuoDO Annual Meeting Nephros will host an annual shareholder meeting on May 23, 2018 at 9:00 a.m. The meeting will be held at the Company's headquarters facility at 380 Lackawanna Place, South Orange, New Jersey 07079. About Nephros, Inc. River Edge, N.J.-based Nephros, Inc. -- http://www.nephros.com/-- is a commercial stage medical device company that develops and sells high performance liquid purification filters, as well as a hemodiafiltration system for the treatment of patients with End Stage Renal Disease. Nephros filters or ultrafilters are used primarily in medical applications in various settings. Nephros ultrafilters are used in hospitals and medical clinics for added protection in retaining bacteria (i.e. Legionella, Pseudomonas), virus and endotoxin from water. These ultrafilters provide barriers that assist in improving infection control with showers, sinks, and ice machines. Additionally, these ultrafilters are used by dialysis centers for assisting in the removal of biological contaminants from the water and bicarbonate concentrate supplied to hemodialysis machines and the patients. NEW ENTERPRISE: S&P Raises CCR to 'B' on Improved Credit Measures ----------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on New Enterprise Stone & Lime Co. Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating (one notch above the corporate credit rating) to the company's proposed $475 million senior secured notes due 2026, based on a recovery rating of '2', which indicates our expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of a default. "We also raised our issue-level rating on the company's $200 million unsecured notes to 'CCC+' from 'CCC' (two notches below the corporate credit rating) consistent with the upgrade of the company. The '6' recovery rating is unchanged and indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "The upgrade reflects our forecast estimates that NESL will maintain the improved profitability achieved over the past few years as well as lower leverage and an improvement in credit measures. We have a higher degree of confidence about the sustainability of the improvements achieved over the past few years and that sales and margins should stay in a fairly narrow range, because the company has been able to reduce sales, general, and administrative expenses and has divested non-core businesses. Also, NESL has adopted a more decisive vertical integration strategy that requires heavy/highway construction projects to use its higher-margin aggregates, thereby improving overall profitability. It has also instituted strict profitability requirements before bidding on construction work. These factors, we believe, will cause EBITDA margins to increase to about 19% in fiscal 2018 from as low as 6.7% in 2013 and we anticipate measures will remain close to this level over the next year. We also now anticipate debt to EBITDA to fall to about 6x in fiscal 2019 compared with 7.4x in fiscal 2016 and to remain tightly between 5.5x and 6.5x over the next two years. At the same time, we expect EBITDA interest coverage of 2x as a result of the company's recent and proposed refinancing, as well as improved earnings. The proposed refinancing will substantially reduce interest expense in fiscal 2019. "The stable outlook reflects our expectation that the improvement seen in NESL's operating performance is sustainable and that credit measures of debt to EBITDA of about 6x and interest coverage of about 2x will remain in a narrow range over the next 12 months based on our base case scenario. The company should benefit from continued emphasis on infrastructure, highway, and private nonresidential construction spending in its main market of Pennsylvania. End market demand is likely to be driven by state transportation budgets, which are robust, and the certainty of matching federal funding provided by the FAST Act, which should result in larger and longer-term contracts. "We consider a downgrade to be unlikely over the next 12 months, based on our outlook for improved construction markets in Pennsylvania. However, we could lower the rating if interest coverage deteriorated below 1.5x. For this to occur, EBITDA would have to fall by about 24% from our base case, which we believe would require a steep falloff in public construction spending in Pennsylvania, all else being equal. We view this as unlikely over the next year given steady state and federal transportation spending. "We consider an upgrade as less likely over the next 12 months given NESL's relatively small size and very limited geographic reach and exposure to construction cycles. However, we could raise the rating if NESL is successful in expanding its scope beyond Pennsylvania while reducing debt leverage below 5x and increasing interest coverage above 2x on a sustained basis." NORTHERN OIL: Expects 20 to 22 Net Well Additions in 2018 --------------------------------------------------------- Northern Oil and Gas, Inc. filed with the Securities and Exchange Commission a Current Report on Form 8-K attaching an updated investor presentation of the Company. "The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others commencing on February 26, 2018. By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission ("SEC") filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure." Northern disclosed that since Q3 of 2017, the Company has been in the process of a financial transformation, positioning itself for growth in one of the nation's premier "rate-of-change" oil plays with the goals of: (a) reducing net leverage, (b) nearly doubling available liquidity, and (c) decreasing debt maturing within three years by $652 million. Northern anticipates that net well additions will increase from 16.9 in 2017 to 20-22 in 2018. The Company believes that completion activity will be weighted 35% / 65% between 1H18 and 2H18, respectively. Increased activity is expected to drive a 16-20% year over year increase in production. The Company also provided these capital structure update: * The Company took an important step in addressing its capital structure with the completion of a five year $400 million Term Loan Credit Facility with TPG in November 2017 * Northern is in the process of a comprehensive recapitalization transaction and has announced that it has entered into a privately negotiated exchange agreement with certain holders representing 71% of the principal outstanding of its $700 million, 8% senior unsecured notes due 2020 * Holders of $497 million of the Notes have entered into the exchange agreement in connection with the transaction structure which includes raising $156 million of new equity, of which up to $78 million can be raised through the contribution of additional properties in the Williston Basin. The Investor Presentation is available for free at: https://is.gd/IetODF About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in total assets, $1.12 billion in total liabilities and a total stockholders' deficit of $490.84 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. NUVISTA ENERGY: S&P Assigns 'B' CCR & Rates $150MM Unsec. Debt 'B+' ------------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' long-term corporate credit rating to Calgary, Alta.-based NuVista Energy Ltd. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to NuVista's proposed C$150 million senior unsecured notes due 2023. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate 85%) recovery in its hypothetical default scenario. S&P said, "The ratings reflect our view that NuVista has a relatively small daily production level and proved reserves base, as well as high geographic and product concentration. Moreover, what we consider NuVista's less-than-adequate liquidity limits the rating, because the company fully relies on the 364-day revolving credit facility to bridge the gap between funds from operations (FFO) and capital spending. We assume the company will continuously extend its revolving credit facility maturity to support its capital expenditure plan during the next 12 months." The company's good market diversification, a good cost profile, and average profitability compared with that of its North American peers partially offset these weaknesses. S&P said, "In addition, we expect that NuVista will continue reporting strong credit ratios, with forecast two-year (2018-2019) weighted-average FFO-to-debt of 40%-60%, led by production growth, high exposure to condensates, and competitive cost profile. We forecast negative free operating cash flow (FOCF) in the next two years based on capital expenditures of C$270 million-C$310 million in 2018 to boost daily production." S&P said, "The stable outlook reflects our expectation that NuVista's increased production and cash flow growth will meet our base-case scenario resulting in two-year (2018-2019), weighted-average FFO-to-debt of 40%-60% and negative FOCF. The outlook further reflects our expectation that the company will continuously extend its revolving credit facility maturity to support its capital spending plan. "We could take a negative rating action if NuVista's liquidity deteriorates due to lower-than-expected FFO generation, which could result in sources over uses of cash below 1x; or if the company does not extend its revolving credit facility maturity in the next 12 months to support its capital spending plan. "We could take a positive rating action if NuVista improves liquidity profile reaching and maintaining sources over uses of cash above 1.2x in the next 12 months. We could also take a positive rating action if the company materially increases its average daily production and PD reserve ratio to levels more comparable with those of higher-rated peers." ONE HORIZON: CEO Provides Update on Acquisition Strategy -------------------------------------------------------- One Horizon Group, Inc. issued the following letter to shareholders on Feb. 26, 2018 from Chief Executive Officer, Mark White. Dear Fellow Shareholders - It has been three months since I last wrote to you regarding our plan to position One Horizon as a forward-thinking, technology acquisition company and I'd like to take this opportunity to thank each of you for your confidence in our business strategy and provide further information regarding our recent acquisition of 123Wish and our announced term sheet with C-Rod, which transaction we intend to close in the next two weeks. As I stated in my last correspondence, I am keenly aware that beyond the innovation of the businesses we are acquiring, our financial reports and future updates will quantify our success. We will be measured by our sales and profitability and I firmly believe when that when the market analyzes our quarterly reports for 2018, our stock price will sustainably reflect the financial progress we have and will continue to make. We aim to issue financial guidance in the near future. So, you may be wondering, how is One Horizon going to pay for these acquisitions? Our investors have struck previously disclosed warrants and One Horizon's cash on-hand exceeds $1,000,000. Under my leadership, One Horizon has not and will not enter into any financing unless based on market-reasonable pricing, has no plans or requirements for debt financing, and no outstanding warrants are at a discount of greater than 20% to the current market-price of One Horizon's Common Stock. In fact, the majority of the outstanding warrants are near or above such price. One Horizon will not enter into any new financing transactions this quarter as there is no need for such funds or dilution. One Horizon will only undertake an equity financing in one of the later quarters this year if it is supportable based on reported financials and a quantifiable strategy for continued growth. The total cash requirement for the 123Wish acquisition, and payments are being made only as needed based on a detailed financial model, is $200,000, along with an agreement to extend a loan against revenues in an amount of $100,000, and there is no additional cash requirement from One Horizon for working capital. The total expected cash requirement for C-Rod is $150,000 payable at closing of the acquisition and there is no additional cash requirement from One Horizon for working capital post-closing. This number is premised upon C-Rod's representation of a 2017 net profit of nearly $400,000 and its projections. And what about stock dilution based upon these transactions? Upon closing of the 123Wish acquisition, One Horizon transferred 1,333,334 shares of Common Stock to the members of the former 123Wish entity. All of these shares are currently restricted, and 1,133,333 of these shares are subject to affiliate trading rules. Within 30 days following closing of the C-Rod acquisition, One Horizon will transfer 1,000,000 shares of Common Stock to the shareholders of C-Rod and its related entities. All of these shares will be restricted, and 800,000 of these shares will be subject to affiliate trading rules. Any future One Horizon Common Stock to be transferred to either 123Wish members or C-Rod shareholders will be exclusively on an earn-out basis, contingent upon achievement of net-profits in accordance with Generally Accepted Accounting Principles. As required by the Securities Laws, the financials of each of these companies will be audited by a Public Company Accounting Oversight Board accounting firm. The earn-outs are as follows: 123Wish: 1. Following the first six months post-closing of the acquisition, One Horizon will transfer Common Stock valued at two and a half times (2.5x) the net profit generated by 123Wish in those first six months; and 2. Following the end of the second six-month period post- closing, One Horizon will transfer Common Stock valued at four and a half times (4.5x) the net profit generated by 123Wish in the second six-month period. C-Rod: 1. Following the first 12 months post-closing of the acquisition, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in those first 12 months; 2. Following the end of the second 12-month period post- closing, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in the second 12-month period; and 3. In the event C-Rod attains GAAP net profit in the first 18 months post-closing, totaling in excess of $3,000,000, as forecast by C-Rod, then the value paid out under paragraph "2" above will increase from four times (4x) to five times (5x) the net profit generated by C-Rod in the second 12- month period. The vast majority of the earn-out shares for 123Wish and C-Rod will be subject to affiliate trading rules. Please look forward to future updates regarding the 123Wish and C-Rod acquisitions and business achievements. Our team is confident that both of these deals will drive significant value to all of you, our shareholders. Thank you for your continued support and I look forward to our future communication as permissible. About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of Sept. 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." ORBITE TECHNOLOGIES: DIP Financing Maturity Date Extended --------------------------------------------------------- Orbite Technologies Inc. on Feb. 27, 2018, provided an additional update on its efforts to emerge from insolvency protection for the benefit of all of its stakeholders. Maturity Date of DIP Financing On Aug. 2, 2017, the Company announced that the Quebec Superior Court (the "CCAA Court") approved a $6.8 million Debtor-in-possession ("DIP") financing entered into with Computershare Trust Company of Canada in its capacity as trustee for the holders of the 2015 ITC Debentures (the "Lender"). The DIP financing provided namely for a maturity date of February 23, 2018. The Company entered into an amendment agreement with the Lender to extend the maturity date of the DIP financing from Feb. 23, 2018 to April 15, 2018. The other terms and conditions of the DIP financing remain in force unamended. Indemnification Motion On Nov. 16, 2017, the Company announced it had filed a motion against its insurer Royal Sun Alliance for the payment of approximately $23.3 million to recover the costs associated with repairing the heating element system of the calcination equipment and the fixed costs incurred during the downtime experienced. The court has rendered a decision on February 23, 2017 which denies the motion filed by Orbite. Orbite is not in agreement with the decision and is currently reviewing its options with its legal counsels. The Company will provide updates in due course. About Orbite Orbite Technologies Inc. (nex:ORT.H) is a Canadian cleantech company whose innovative and proprietary processes are expected to produce alumina and other high-value products, such as rare earth and rare metal oxides, at one of the lowest costs in the industry, and in a sustainable fashion, using feedstocks that include aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine residues from chrysotile processing sites. Orbite is currently in the process of finalizing its first commercial high-purity alumina (HPA) production plant in Cap-Chat, Quebec and has completed the basic engineering for a proposed smelter-grade alumina (SGA) production plant, which would use clay mined from its Grande-Vallee deposit. The Company's portfolio contains 15 intellectual property families, including 45 patents and 48 pending patent applications in 11 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, Japan and Russia. The Company also operates a state of the art technology development center in Laval, Quebec, where its technologies are developed and validated. Orbite Technologies in April 2017 filed a petition for continuance of the Bankruptcy and Insolvency Act proceedings under the Companies' Creditors Arrangement Act. The Superior Court of Quebec granted the petition and issued an initial order pursuant to the CCAA on April 28, 2017. PricewaterhouseCoopers Inc. has been appointed as Monitor. PARADISE AQUATICS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Paradise Aquatics, LLC 3575 Bridge Rd Ste 8, PMB #417 Suffolk, VA 23435 Type of Business: Paradise Aquatics, LLC -- http://www.paradiseaquaticspools.com/-- is a pool company located in Suffolk, Virginia. The Company specializes in the construction, service, maintenance, repair and landscaping of pools and spas. The Company offers a wide range of custom granite swimming pools, fiberglass swimming pools, and vinyl swimming pools. Paradise Aquatics was formed in 2008 serving the Southeastern and Peninsula Virginia and the Northeastern areas of North Carolina. Chapter 11 Petition Date: February 28, 2018 Case No.: 18-70639 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Debtor's Counsel: Ann B. Brogan, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN P. C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: 757-333-4500 Fax: 757-333-4501 E-mail: abrogan@clrbfirm.com Total Assets: $350,270 as of December 31, 2017 Total Liabilities: $1.15 million as of December 31, 2017 The petition was signed by Paul McQueen, managing member. The Debtor did not file a list of 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/vaeb18-70639.pdf PATRIOT NATIONAL: Committee Objects to Financing Motion ------------------------------------------------------- BankruptcyData.com reported that Patriot National's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Company's financing motion. The committee asserts, "As of the filing of this Objection, the Committee has been in existence for only ten (10) days (inclusive of Presidents' Day). Moreover, the Committee's proposed financial advisor, which has been engaged for only five (5) days, has only been recently afforded access to a data room and will not be able to meet with the Debtors' professionals until after the filing of this Objection. By contrast, many of the Debtors' professionals have been involved in these matters for four months or longer. Against this backdrop, the Committee requests that the Court adjourn the DIP Motion for a minimum of two weeks. This adjournment will permit the Committee to engage in a meaningful dialogue with the Debtors and their proposed DIP lenders regarding the relief requested in the DIP Motion and, hopefully, reach a consensus on, among other major issues, the proposed case milestones, releases, challenge period, and roll-up of prepetition debt." Patriot National is seeking to borrow up to $15.5 million from a group of lenders with Cerberus Business Finance, LLC, as administrative and collateral agent for the lenders. Until the Court enters a final order, no loan under the DIP Agreement will be made other than loans in an aggregate principal amount not to exceed $5 million. The Bankruptcy Court entered an interim order on the Financing Motion on Feb. 1, 2018. 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. PC USA RE: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- PC USA RE, LLC 18-12378 1400 NW 159th Street, Suite 102 Miami Gardens, FL 33169 STRE LLC 18-12392 1400 NW 159th Street, Suite 102 Miami Gardens, FL 33169 Business Description: Each of PC USA RE, LLC and STRE LLC is a lessor of real estate based in Miami Gardens, Florida. The Debtors list their business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at 708-716 South Dixie Highway Hallandale, FL 33009. Chapter 11 Petition Date: February 28, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtors' Counsel: Daniel Y. Gielchinsky, Esq. DANIEL Y. GIELCHINSKY, P.A. 1132 Kane Concourse, Suite 204 Bay Harbor Islands, FL 33154 Tel: 305-763-8708 Email: dan@dyglaw.com Debtors' Financial Advisor & Accountant: YALE SCOTT BOGEN Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- PC USA RE $500,000-$1 million $1 mil.-$10 million STRE LLC $0-$50,000 $0-$50,000 The petitions were signed by Doron Topaz, manager. A full-text copy of PC USA RE, LLC's petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at http://bankrupt.com/misc/flsb18-12378.pdf A full-text copy of STRE LLC's petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/flsb18-12392.pdf PENELOPE LATHAM: $260K Sale of West Palm Beach Property Approved ---------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Penelope Latham's sale of real property located at 716 New York St, West Palm Beach, Florida, to Donna Marks and D. Culver Smith, III for $260,000. The Final Hearing on the Motion was held on Feb. 14, 2018 at 1:30 p.m. The sale of the Property will be free and clear of any and all liens, claims and encumbrances, with all liens, claims and encumbrances attaching to the sale proceeds and/or to be dealt with as follows: a. The remaining balance of the Class LA-4 allowed secured claim pertaining to the Property will be paid in full from the proceeds of the sale of the Property; b. Leiderman Shelomith, P.A. will receive $64,390 from the proceeds of the sale of the Property, on account of unpaid fees and costs accrued in this bankruptcy proceeding and the bankruptcy proceeding of the Debtor's entity, Willoughby & Associates, Inc.; c. Leiderman Shelomith Alexander + Somodevilla, PLLC will receive $10,809 from the proceeds of the sale of the Property, representing fees and costs through Feb. 21, 2018, without prejudice to seeking further amounts directly from the Debtor for fees and costs that are incurred thereafter; d. Class LA-9 General Unsecured Creditors and the Class WB-10 Unsecured Priority Creditor will receive the balance(s) owed to them pursuant to the Plan; e. Dinnall Fyne & Company Inc. will receive $22,340, as compensation, plus interest of $3,746 through Feb. 14, 2018 (with a per diem thereafter of $7.34 until paid), plus attorney's fees of $1,750, for a total of $27,836 through Feb. 14, 2018, from the proceeds of the sale of the Property; and f. Any outstanding real estate taxes or homeowner association fees pertaining to the Property will be paid in full from the proceeds of the sale of the Property. In addition, the Debtor is authorized to pay a standard real estate commission to any participating broker(s) associated with the sale of the Property, from the proceeds of the sale of the Property. As set forth in the Motion, EBC Asset Investment, Inc. and the City of West Palm Beach, Florida will not receive any distribution from the proceeds of the sale of the Property, other than those amounts they are to receive pursuant to their Class LA-9 General Unsecured Claim(s). About Penelope Latham Penelope Latham sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 14-26776) on July 25, 2014, represented by Leiderman Shelomith Alexander + Somodevilla, PLLC. On Oct. 29, 2015, the Court entered an order confirming Joint First Amended Plan of Reorganization of Willoughby & Associates, Inc. and Penelope Latham. PETROLEUM TOWERS: Taps Cushman & Wakefield as Real Estate Broker ---------------------------------------------------------------- Petroleum Towers - Cotter, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a real estate broker. The Debtor proposes to hire Cushman & Wakefield U.S., Inc. to sell its properties in Texas commonly known as Petroleum Towers. The properties include two eight-storey office buildings with surrounding parking facilities on 9.601 acres located at 8626 and 8700 Tesoro Drive, San Antonio, Texas. Cushman will get a commission of 1.5% of the total sales price of the properties. In addition, the firm will receive reimbursement of up to $7,500 for its marketing expenses. Todd Mills, executive managing director of Cushman, disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. Cushman can be reached through: Todd Mills Cushman & Wakefield, U.S., Inc. 200 W. Cesar Chavez Street, Suite 250 Austin, TX 78701 Office: (512) 370 -2437 Mobile: (210) 771-0570 E-mail: Todd.Mills@cushwake.com About Petroleum Towers - Cotter Petroleum Towers - Cotter, LLC is the owner of the twin 8-story Petroleum Towers located at 8626/8700 Tesoro Dr. San Antonio, Texas. The Towers -- http://www.cotteroffices.com/portfolio-type/petroleum-towers-- feature parking space, quick access to major arteries, close proximity to hotels, restaurants, retailers and business services, 24/7 card-key building access, and an on-site management and maintenance team. Petroleum Towers - Cotter, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50197) on Feb. 1, 2018. In the petition signed by Marcus P. Rogers, Ind. Adm. of the Estate of James F. Cotter, Dec'd, the Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Ronald B. King. The Office of H. Anthony Hervol is the Debtor's bankruptcy counsel. PINKTOE TARANTULA: Wants to Obtain $410,000 Financing From Three14 ------------------------------------------------------------------ Pinktoe Tarantula Limited and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the Debtors to obtain from Three14 Limited senior secured postpetition financing on a priming, superpriority basis, and to use cash collateral. The Debtors are seeking a new money senior secured priming superpriority term loan facility, providing for the borrowing of term loans in accordance with the approved budget, in an aggregate maximum principal amount not to exceed $410,000, which consists of an initial loan of $160,000 upon entry of the interim DIP court order, with the remaining principal amount available upon entry of the final DIP court order. The Debtors propose to grant to the DIP Lender: a. subject to the carve-out valid, enforceable, non- avoidable, automatically and fully perfected liens on and security interests in all DIP collateral, including, without limitation, all cash collateral to secure the DIP obligations, which liens and security interests will be subject to the rankings and priorities set forth herein; and b. allowed superpriority administrative expense claims in respect of all DIP obligations, subject to the carve-out, as set forth in the interim DIP court order. As of the Petition Date, the Debtors have no known secured debt. However, the Debtors have been losing money for several years, and therefore their cash position is presently very low. During these cases, the Debtors intend to sell their remaining inventory, close their stores, and propose a liquidating Chapter 11 plan to effectuate the distribution of the inventory proceeds. In order to effectuate those goals, the Debtors will require cash to fund their liquidation. As such, the Debtors submit that the DIP Financing, which is being made on favorable, below-market terms by a non-debtor affiliate, will effectuate the goals of these cases. The Debtors have obtained the DIP Facility from the DIP Lender. The DIP Facility, more fully described herein, will provide the Debtors with $410,000 of funding to support their operations and liquidation costs in these Chapter 11 cases. The DIP Facility represents the best source of financing available to the Debtors under the circumstances, resulting in terms that the Debtors submit are reasonable and appropriate to meet the Debtors' financing needs during these Chapter 11 cases. The DIP Facility will provide the Debtors with sufficient liquidity to fund these Chapter 11 cases. The Debtors tell the Court that interest accrues on the DIP Loan at the rate of 5% per annum, well below prevailing market rates for DIP financing offered by other DIP lenders, and without origination fees or other fees that would typically be seen in a facility of this nature. The loan will have interest of 5.00% per annum, payable on a monthly basis, and a default interest of 2.00% per annum. The Debtors' need to use cash collateral on an interim basis and to obtain credit pursuant to the DIP Facility as provided for herein on an interim basis is urgent and necessary to avoid immediate and irreparable harm to the Debtors, their estates, their creditors, and other parties-in-interest, and to enable the Debtors to administer and preserve the value of their estates. The ability of the Debtors to maintain business relationships with their vendors, pay their employees, and otherwise finance their operations requires the availability of working capital from the DIP Facility and the use of cash collateral. Without the ability to access the interim financing and the DIP Facility and the authority to use cash collateral, the Debtors, their estates, and their creditors would suffer immediate and irreparable harm. The Debtors do not have sufficient available sources of working capital and financing to operate their businesses or maintain their properties in the ordinary course of business without the DIP Facility and authorized use of cash collateral. Absent interim approval of the DIP Facility, the Debtors would have no choice but to cease operations and liquidate their assets for a fraction of what could be garnered through the orderly wind-down proposed by the Debtors. An immediate liquidation would result in a deterioration of value for creditor constituencies. In addition, after exploring alternate DIP financing options with the assistance of their advisors, the Debtors believe that the proposed DIP Facility is the only postpetition financing alternative available under all of the circumstances. The proposed DIP Facility provides the best path forward under the circumstances to address the Debtors' immediate liquidity needs, to fund these Chapter 11 cases, and to provide a clear path toward an orderly wind-down and that preserve value for creditors. Given the size of the proposed facility, and the Debtors' current financial condition, financing arrangements, and capital structure, the Debtors are unable to obtain financing from sources other than the DIP Lender on terms more favorable than those provided under the DIP Facility and the DIP Loan Documents. Postpetition financing is not otherwise available without granting the DIP Lender: (1) perfected priming security interests in and liens on all of the Debtors' existing and after-acquired assets with the priorities set forth in the Interim DIP Order; (2) superpriority claims and liens; and (3) the other protections set forth in the Interim DIP Order. After considering all alternatives, the Debtors have concluded, in the exercise of their sound business judgment, that the DIP Facility represents the best financing available to them at this time and is in the best interest of all of their stakeholders. All DIP Obligations will be due and payable in full in cash on the earliest of: (a) an Event of Default as defined in the DIP Credit Agreement; (b) the first business day that is three months after the entry of the Interim DIP Order; (c) confirmation of a Chapter 11 plan in the Chapter 11 cases; (d) conversion of the Chapter 11 cases to Chapter 7; (e) dismissal of the Chapter 11 cases; or (f) appointment of a chapter 11 trustee in the Chapter 11 cases. Proceeds of the DIP Loan will be used only for these purposes, in each case, in accordance with and subject to the approved budget then in effect: (i) general corporate and working capital purposes including funding of the carve-out and other expenses provided in, and subject to in all respects, the approved budget; (ii) the payment of costs of administration of these Chapter 11 cases; and (iii) the payment of the fees, costs and expenses related to the DIP Facility. The Debtors will be obligated to pay all of the DIP Lender's reasonable fees and expenses, including attorneys' fees and costs, incurred in connection with the DIP Credit Agreement and the DIP Loan. Evens of default include: (a) the Debtors will fail to pay any of the obligations on the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise); (b) any Debtor fails or neglects to perform, keep or observe any term, provision, condition, covenant or agreement, in the DIP Credit Agreement, in any of the other Loan Documents, or in any other present or future agreement between Debtors and Lender; (c) any Debtor is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs; (d) the entry of an order in the Chapter 11 cases confirming a plan of reorganization or liquidation that does not contain a provision for the full payment of all obligations under the DIP Credit Agreement; (e) the entry of an order amending, supplementing, staying, vacating, or otherwise modifying DIP Credit Agreement without the written consent of the DIP Lender; (f) the Final DIP Order, in form and substance acceptable to Lender, is not entered promptly following the expiration of the Interim DIP Order; (g) the Final DIP Order, in form and substance acceptable to Lender, is not entered on or before the date that is 75 days after the entry of the Interim DIP Order; (h) the appointment of a trustee or examiner in the Chapter 11 cases (or Debtors apply for, consents to, or acquiesces in, any such relief); (i) the dismissal of any Chapter 11 Case, or the conversion of any Chapter 11 case from one under Chapter 11 to one under Chapter 7 of the U.S. Bankruptcy Code (or Debtor applies for, consents to, or acquiesces in, any such relief); (j) the entry of an order by the Court granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (i) to allow any creditor to execute upon or enforce a lien on any DIP Collateral, or (ii) with respect to any lien of or the granting of any lien on any DIP Collateral to any state or local environmental or regulatory agency or authority, which in either case is with respect to any portion of the DIP Collateral having a value, individually or in the aggregate, in excess of $25,000 or which would otherwise have a material adverse effect; (k) the commencement of a suit or action against the DIP Lender by or on behalf of a Debtor or its bankruptcy estate; (l) the breach of and/or failure of a Debtor to perform any of its obligations under the DIP Credit Agreement; or (m) the Court or any other court of competent jurisdiction enters an order or judgment, or Debtors apply for, consent to, or acquiesce in, the entry of such order or judgment, in the Chapter 11 cases modifying, limiting, subordinating or avoiding (i) the priority of any obligations owing to the DIP Lender under the DIP Credit Agreement, or (ii) the perfection, priority or validity of any lien securing such obligations. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb18-10344-16.pdf About Pinktoe Tarantula Pinktoe Tarantula Limited is located in New York City, and was founded in 2011. The Company, together with its subsidiaries, operate in the shoe stores industry. Pinktoe Tarantula, and affiliates Desert Blonde Tarantula Limited and Red Rump Tarantula Limited sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10344 to 18-10346) on Feb. 17, 2018. In the petitions signed by CRO William Kaye, Pinktoe Tarantula estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million; Desert Blonde estimated its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million; and Red Rump estimated its assets at up to $50,000 and its liabilities at between $1 million and $10 million. Judge Kevin J. Carey presides over the case. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtors' bankruptcy counsel. PITTSFIELD DEV'T: Needs More Time to Solicit Acceptances of Plan ---------------------------------------------------------------- Pittsfield Development LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period for the Debtor to solicit acceptances of its plan of reorganization until June 1, 2018. As reported by the Troubled Company Reporter on Oct. 25, 2017, the Court extended, at the behest of the Debtor, the Debtor's exclusive periods to file a Chapter 11 plan and solicit acceptance of the plan through Jan. 5, 2018, and March 2, 2018, respectively. The Debtor says it filed its plan within the exclusive time to file a plan and is now working on plan confirmation which is scheduled for hearing after the exclusive period for solicitations would expire. The Debtor filed its plan and disclosure statement on Jan. 3, 2018. The Court has set the plan confirmation hearing for March 20, 2018. So that the Debtor may complete the plan confirmation process, it requests a three-month extension of the exclusivity period, to June 1. The Debtor assured the Court that it is not seeking extension for undue delay. The Debtor says it is following the court-ordered timeline for confirming its plan, but it the timeline extends beyond the current exclusivity deadline. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ilnb17-09513-199.pdf About Pittsfield Development Pittsfield Development LLC, owner of approximately one-third of the Pittsfield Building at 55 East Washington, Chicago, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on March 26, 2017. Robert Danial, its manager, signed the petition. The Debtor disclosed total assets of $2.34 million and total liabilities of $8.76 million. The Hon. Jacqueline P. Cox presides over the case. Factor Law serves as bankruptcy counsel to the Debtor. The Debtor tapped Kenneth W. Pilota P.C. as special real estate tax counsel; Thompson Coburn LLP, as special real estate tax appeal counsel; and Imperial Realty Company, as real estate broker. PRECIPIO INC: Faces $2.2M Lawsuit Over Alleged Breach of Contract ----------------------------------------------------------------- Crede Capital Group LLC has filed a lawsuit against Precipio, Inc. in the Supreme Court of the State of New York for Summary Judgment in Lieu of Complaint requiring the Company to pay cash owed to Crede. Crede claims that Precipio has breached a Securities Purchase Agreement and Warrant that Crede entered into in connection with an investment in Transgenomic, Inc., the predecessor of the Company and that pursuant to those agreements, Precipio currently owes Crede the sum of $2,205,008. In addition to the aforementioned sum, Crede is also demanding that the Company will pay an additional sum of $3,737.32 per day between the date of the summons and the date that judgment is entered, plus interest. As previously disclosed by the Company, Crede had sent the Company a letter claiming that the Company owed Crede $1.8 million. The Company said it is evaluating Crede's claims. "There can be no assurance regarding the ultimate outcome of this case. An adverse outcome could have a material adverse effect on financial condition and liquidity," according to a Form 8-K filed by Precipio with the Securities and Exchange Commission. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million in total assets, $14.57 million in total liabilities and $20.40 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PULLARKAT OIL: Taps Stanley Fogel as Accountant ----------------------------------------------- Pullarkat Oil Venture, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire an accountant. The Debtor proposes to employ Stanley Fogel, a certified public accountant, to prepare its monthly operating reports and provide accounting services necessary to operate its business. Mr. Fogel will be paid a flat fee of $300 per month for accounting services and $125 per month for the preparation of the Debtor's monthly operating reports. In a court filing, Mr. Fogel disclosed that he does not hold or represent any interest adverse to the Debtor or its estate. Mr. Fogel maintains an office at: Stanley Fogel 14675 Midway Road, Suite 200 Addison, TX 75001 Phone: 972-991-1272 Fax: 630-570-7614 About Pullarkat Oil Venture Pullarkat Oil Venture, L.L.C., owns and operates two gas stations in Tarrant County, Texas. Pullarkat Oil Venture filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-44743) on Nov. 20, 2017. In the petition signed by Renil Radhakrishnan, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Mark X. Mullin is assigned to the case. The Debtor is represented by William F. Kunofsky, Esq., at the Law Office of William F. Kunofsky. REAL INDUSTRY: Objects to Bid for Equity Committee Appointment -------------------------------------------------------------- BankruptcyData.com reported that Real Industry filed with the U.S. Bankruptcy Court a redacted objection to the ad hoc committee's motion for an order directing the appointment of an official equity committee, pursuant to Section 1102 of the Bankruptcy Code. The objection asserts, "The Motion seeks extraordinary relief in the form of the appointment of an Equity Committee. The Motion fails to carry the heavy evidentiary burden required to justify such relief. The Motion identifies neither factual nor legal support establishing - as the Ad Hoc Committee is required to do - that Common Stockholders have a substantial likelihood of a meaningful distribution upon a pure application of the absolute priority rule, or that the appointment of an Equity Committee is required to represent the interests of Common Stockholders. Rather, the Ad Hoc Committee has offered nothing - other than mere speculation - that it is 'virtually guaranteed' to receive distribution and that it cannot adequately represent its interests. Such speculation is legally insufficient. In addition, the interests of Common Stockholders are adequately represented by Real Industry's Board of Directors and existing management. The Motion should therefore be denied because an Equity Committee is unnecessary, or at the very least, because the Ad Hoc Committee has failed to satisfy its burden." About Real Industry Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the holding company for Real Alloy, the largest third-party aluminum recycler in both North America and Europe. Real Alloy offers products to wrought alloy processors, automotive original equipment manufacturers, foundries, and casters. Real Alloy delivers recycled metal in liquid or solid form according to customer specifications and serves the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Industry has no funded debt. The funded debt obligations of the Real Alloy debtors total $400 million, comprised of (i) $96 million outstanding under a $110 senior secured revolving asset-based credit facility with Bank of America, and (ii) $305 million in principal outstanding under 10.00% senior secured notes due 2019. Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in Delaware on Nov. 17, 2017. The Honorable Kevin J. Carey is the case judge. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Jefferies LLC as the debtors' investment banker; Berkeley Research Group, LLC as financial advisor; Ernst & Young LLP as auditor and tax advisor; and Prime Clerk as the claims and noticing agent and administrative advisor. The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel; Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez & Marsal Securities, LLC, as financial advisor. DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc Noteholder Group. The Official Committee of Unsecured Creditors tapped Brown Rudnick LLP as counsel; Duane Morris LLP as Delaware counsel; Miller Buckfire & Co, LLC, as investment banker; and Goldin Associates, LLC, as financial advisor. The Ad Hoc Committee of Equity Holders of Real Industry tapped the firms of Dentons US LLP and Bayard, P.A., as counsel. * * * Real Alloy entered into an agreement with its existing asset-based facility lender and certain of its bondholders for continued use of its $110 million asset-based lending facility and up to $85 million of additional liquidity through debtor-in-possession financing to fund ongoing business operations. As Real Industry has no access to the Real Alloy debtors' postpetition financing, Real Industry accepted an unsolicited proposal from 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in postpetition financing, (ii) an equity commitment of $17 million for up to 49% of the common stock, and (iii) a commitment to provide a $500 million acquisition financing facility on terms to be negotiated. REES ASSOCIATES: Seeks Approval of 1st Amended Disclosure Statement ------------------------------------------------------------------- Rees Associates, Inc., filed a second motion asking the U.S. Bankruptcy Court for the Southern District of Iowa to conditionally approve the first amended disclosure statement explaining the Debtor's plan of reorganization and to combine the hearings on the final approval of the Disclosure Statement and confirmation of the Plan. On Jan. 10, 2018, the Debtor filed its Combined Plan and Disclosure Statement, a full-text copy of which is available at: http://bankrupt.com/misc/iasb17-00273-121.pdf The Court set the matter for telephonic hearing on Jan. 24, 2018. At the telephonic hearing, concerns were raised by the Court, the U.S. Trustee, and the Official Committee of Unsecured Creditors, which resulted in the Court issuing a Minute Order Denying the Application for Conditional Approval. The Debtor amended its Combined Disclosure Statement and Plan to address the concerns that were raised at the hearing, and filed its First Amended Combined Disclosure Statement and Plan on February 20, 2018, a full-text copy of which is available at: http://bankrupt.com/misc/iasb17-00273-11-132-1.pdf The Debtor asserts that conditional approval of its First Amended Combined Disclosure Statement and Plan of Reorganization, and the combination of the hearings on final approval of the First Amended Combined Disclosure Statement and confirmation of the Plan are appropriate and in the best interest of creditors and parties in interest in the Bankruptcy Case. The First Amended Combined Disclosure Statement and Plan of Reorganization is the product of substantial work, the Debtor tells the Court. The Debtor is informed and believes that it has prepared a thorough Disclosure Statement; in addition, the Debtor is willing to provide such other information as may be reasonably requested by a creditor or party in interest relating to the Plan. The Debtor would assert that conditional approval of the First Amended Disclosure Statement and the combination of the hearings on final approval of the First Amended Disclosure Statement and confirmation of the Plan will serve to shorten the confirmation process and accelerate the timetable for commencement of payments to creditors under the Plan. Moreover, the combination of the hearings will reduce the administrative expenses of the estate. About Rees Associates Inc. Based in Des Moines, Iowa, Rees Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-00273) on Feb. 27, 2017. In the petition signed by Stephen D. Lundstrom, president, the Debtor disclosed $6.43 million in assets and $3.58 million in liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C., is the Debtor's counsel. Amherst Consulting, LLC, is the Debtor's financial advisor and investment banker. On March 13, 2017, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors, comprised of (1) RR Donnelley; (2) Packaging Distribution Services, Inc.; and (3) Integrity Printing. In June 2017, that RR Donnelley was removed from the Committee pursuant to a stipulation and consent order regarding RR Donnelley's motion for relief from automatic stay. The Creditors Committee retained Shaw Fishman Glantz & Towbin LLC as bankruptcy counsel, and Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel. The Committee also retained Province Inc. as financial advisor. RESOLUTE FOREST: Egan-Jones Hikes FC Sr. Unsecured Rating to B- --------------------------------------------------------------- Egan-Jones Ratings Company, on February 23, 2018, upgraded the foreign currency senior unsecured rating on debt issued by Resolute Forest Products Inc. to B- from CCC+. EJR also raised the foreign currency rating on commercial paper issued by the Company to B from C. Based in Montreal, Canada, Resolute Forest Products Inc. operates in the forest products industry in the United States, Canada, Mexico, Brazil, and internationally. REVSTONE INDUSTRIES: GFL, ZFCC Dispute Not Amenable to Mediation ---------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that pursuant to paragraph 2(a) Procedures to Govern Mediation of Appeals from the U.S. Bankruptcy Court for this District and 28 U.S.C. section 636(b), the matter captioned GREENWOOD FORGINGS, LLC, Appellant, v. ZF CHASSIS COMPONENTS, LLC, et al., Appellees, C. A. No. 18-151-GMS (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of this Court. The parties will not be filing objections to this Recommendation pursuant to 28 U.S.C. section 636(b)(1)(B), FED. R. CIV. P. 72(a) and D. DEL. LR 72.1 since the Recommendation is consistent with the parties' request to be removed from mandatory mediation. The issues involved in this case are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process since the material impediments that existed in this matter before the parties' motions for summary judgment and the Bankruptcy Court's decision still remain. The bankruptcy case is in re: REVSTONE INDUSTRIES, LLC, et al., Chapter 11 Registered Debtors, Case No. 15-50033 (BLS)(Bankr. D. Del.). A full-text copy of Judge Thynge's Recommendation dated Feb. 12, 2018 is available at https://is.gd/0kjn2C from Leagle.com. Greenwood Forgings, LLC, Appellant, represented by Laura Davis Jones -- ljones@pszjlaw.com -- Pachulski, Stang, Ziehl & Jones, LLP & Colin R. Robinson -- crobinson@pszjlaw.com -- Pachulski, Stang, Ziehl & Jones, LLP. ZF Chassis, Appellee, represented by William F. Taylor, Jr. -- wtaylor@mccarter.com -- McCarter & English, LLP & Kate Roggio Buck -- kbuck@mccarter.com -- McCarter & English, LLP. About Revstone Industries Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debt. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July 22, 2013, to sell the bulk of its assets to industry rival Dayco for $25 million. Following the sale, Metavation changed its name to TPOP LLC. Metavation tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. * * * Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the Bankruptcy Court a joint Chapter 11 plan and disclosure statement, which incorporate the Bankruptcy Court-approved settlement between the Debtors and each of their respective debtor and non-debtor subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit Guaranty Corporation, the Official Committee of Unsecured Creditors, and Boston Finance Group, LLC, and a separate intercompany settlement among Revstone and Spara and each of their respective debtor and non-debtor subsidiaries. Under the Plan, Revstone's unsecured creditors with claims ranging from $24.5 million to $41.5 million, the projected recovery is 7.2% to 12.2%. For unsecured creditors of affiliate Spara LLC, the predicted recovery is about 4.2% to creditors with some $13 million in claims, while unsecured creditors of Greenwood Forgings LLC and US Tool & Engineering LLC don't get anything. The PBGC is projected for recovery of $77 million, although not less than $75 million, after giving credit to money earmarked for unsecured creditors. Judge Shannon on Jan. 15, 2015, approved the disclosure statement explaining the Chapter 11 Plan. Judge Shannon on March 23, 2015, confirmed the Joint Chapter 11 Plan of Reorganization of Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool & Engineering, LLC, and the Chapter 11 plan of liquidation of TPOP, LLC, f/k/a Metavation, LLC. SEADRILL LTD: Reaches Global Deal with Committee & Major Creditors ------------------------------------------------------------------ BankruptcyData.com reported that Seadrill Ltd. announced a global settlement with an ad hoc group of bondholders, the official committee of unsecured creditors and other major creditors in its Chapter 11 cases. As a result of the settlement, approximately 70% of the Company's bondholders by principal amount have now signed an agreement to support the Company's restructuring. Approximately 99% of the Company's bank lenders by principal amount had previously signed and remain party to the agreement. The settlement adds additional bondholders as commitment parties to the Company's approximately $1 billion new capital raise and also significantly increases proposed distributions to general unsecured creditors under the Company's Plan. The settlement also includes an agreement regarding the amount and treatment of the claims of Samsung Heavy Industries Co. and Daewoo Shipbuilding & Marine Engineering Co., two shipyards that are party to new-build contracts with the Company. Anton Dibowitz, C.E.O. and president of Seadrill, comments, "The settlement is a pivotal moment in our efforts to implement a broadly-consensual comprehensive restructuring plan. We now have virtually all of our bank lenders, a supermajority of our bonds, the official creditors' committee, new-build contract counterparties, and our largest shareholder supporting our restructuring. We look forward to the successful implementation of the transaction in the near future." About Seadrill Ltd Seadrill Limited is a deepwater drilling contractor providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employed 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young are to act as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor, and Alvarez & Marsal as restructuring advisor. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley served as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS is serving as Norwegian counsel. Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk serves as claims agent. The United States Trustee for Region 7 formed an official committee of unsecured creditors with seven members: (i) Computershare Trust Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co., Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd. Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to the Committee. Cole Schotz P.C. is local and conflicts counsel to the Committee. Zuill & Co (in exclusive association with Harney Westwood & Riegels) is serving as Bermuda counsel. London-based Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English counsel. Parella Weinberg Partners LLP is the investment banker to the Committee. FTI Consulting Inc. is the financial advisor. SHIRAZ HOLDINGS: April 3 Plan Confirmation Hearing Set ------------------------------------------------------ Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has approved the disclosure statement explaining Shiraz Holdings, LLC's plan and will convene on April 3, 2018, at 1:30 p.m., a hearing to consider confirmation of the plan and approval of fee applications. Deadline for filing fee applications is March 13, 2018. Deadline for filing objections to confirmation is March 20. As previously reported by The Troubled Company Reporter, each holder of an Allowed General Unsecured Claim against Shiraz Holdings, LLC, will receive either: (1) on a pro-rata basis, total distributions in an amount equal to the value of the unencumbered estate property available for distribution to general unsecured creditors after payment of all priority, administrative and senior claimants paid annually over a period of five years on the Distribution Dates; or (2) other treatment as may be consensually agreed to by Debtor and the holder of an Allowed General Unsecured Claim, according to the disclosure statement explaining the Debtor's Chapter 11 plan of reorganization. The Available Value consists of, among other things, anticipated net proceeds from the sale of the Hurricane Property, net proceeds from the sale of Iris Property, and other assets available for distribution to general unsecured creditors. Debtor will fund payments to be made under the Plan through the following: (1) cash on hand on the Effective Date; (2) exit financing, if necessary; (3) cash generated by Debtor in the ordinary course of business on and after the Effective Date; and/or (4) contribution from equity, New Value. A full-text copy of the Disclosure Statement dated Dec. 23, 2017, is available at: http://bankrupt.com/misc/flsb17-17968-133.pdf About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. In the petition signed by Jordan A. Satary, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the Debtor's real estate broker. Ten-X, LLC, is the Debtor's auctioneer. SS&C TECHNOLOGIES: Loan Upsize No Impact on Moody's Ba3 CFR ----------------------------------------------------------- Moody's Investors Service commented that SS&C Technologies Holdings, Inc.'s Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR), Ba3 ratings for its proposed senior secured credit facilities and the negative ratings outlook are not affected by SS&C's changes in financing for the acquisition of DST Systems, Inc (DST). SS&C's revised financing plans contemplate an increase in the size of new term loans by $500 million to $6.13 billion. The company expects to raise an additional $750 million of financing from a combination of debt and equity issuances to complete the pending acquisition of DST. SS&C's ratings and the negative ratings outlook continue to incorporate Moody's assumption that at least $500 million of the purchase price will be financed with equity. STREET BREADS: Taps T.A.R.A. Kopelman as Accountant --------------------------------------------------- Street Breads of Southwest Louisiana, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire T.A.R.A. Kopelman, Inc., as its accountant. The firm will provide the Debtor with accounting advice regarding its duties in the continued operation of its business and management of its property, and will provide other accounting services related to the Debtor's Chapter 11 case. The firm's professionals who will be providing the services and their hourly rates are: Tara Kopelman $125 Rachel Jacobs $75 T.A.R.A. Kopelman does not hold any claim or interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Tara Kopelman T.A.R.A. Kopelman, Inc. 19912 Deer Crossing Rd. Franklinton, LA 70438-8103 Phone: (504) 812-3406 About Street Breads Street Breads of Southwest Louisiana, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10112) on Feb. 5, 2018. In the petition signed by Joshua Priola, member, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Stewart Robbins & Brown, LLC, is the Debtor's legal counsel. THINK TRADING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 cases of Think Trading, Inc., and its affiliates Salon Supply Store, LLC, and FunkytownMall.com, Inc., as of Feb. 26, according to a court docket. About Think Trading Think Trading Inc. -- https://thinktradinginc.com/ -- is a distribution e-commerce company with multiple online storefronts, marketplace operations and over 14,000 products. It provides wholesale and retail sales of products in various industries. Based in Palm Beach Gardens, Florida, Think Trading is housed in a 60,000-foot warehouse where all inventory, packaging, and shipping is housed and handled. It was founded in 2001 and has more than 50 employees. Think Trading's affiliate Funkytownmall.com, Inc., offers a selection of body jewelry online while Salon Supply Store LLC, a company based in Palm Beach Gardens, Florida, provides its customers with a variety of salon equipment and beauty supplies ranging from popular nail polish brands to spray tanning machines and salon furniture. Think Trading, Funkytownmall.com and Salon Supply Store sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24767 to 17-24769) on Dec. 12, 2017. The cases are jointly administered under Case No. 17-24767. In the petitions signed by Gustavo Mitchell, president of Think Trading and FunkytownMall.com, Think Trading and FunkytownMall.com estimated assets of less than $50,000 and liabilities of less than $1 million, and Salon Supply estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the cases. The Debtors hired Lubliner Kish PLLC as Chapter 11 counsel, and Pasternack Associates LLC as bookkeeper. The Debtors hired Jeffrey Pasternack, and the firm of Pasternack Associates LLC, to provide accounting and bookkeeping services to their bankruptcy estates. TK HOLDINGS: Hawaii's Claims Discharged by Confirmed Ch. 11 Plan ---------------------------------------------------------------- Plaintiffs TK Holdings Inc. and its affiliated debtors and debtors-in-possession in the adversary proceeding captioned TK HOLDINGS INC., et al., Plaintiffs, v. STATE OF HAWAI'I, by its Office of Consumer Protection, GOVERNMENT OF THE UNITED STATES VIRGIN ISLANDS, STATE OF NEW MEXICO, ex. rel. HECTOR BALDERAS, Attorney General, et al., Defendants, Adv. Pro. No. 17-51886 (BLS) (Bankr. D. Del.) filed a motion for summary judgment seeking a declaration that certain pre-petition claims asserted by the United States Virgin Islands, Hawai'i and New Mexico in three separate prepetition lawsuits are dischargeable. Specifically, the question is whether claims for relief brought by the States under their respective consumer protection statutes (on account of fraud alleged to have perpetrated upon citizens of the States by the Debtors) may be discharged under Bankruptcy Code section 1141(d)(6). Chief Bankruptcy Judge Brendan Linehan Shannon finds that the claims of the States may be discharged by operation of a confirmed plan of reorganization. The Debtors' Motion is granted. The Court's conclusion is buttressed by analysis of another provision governing exceptions to discharge. In section 523(a)(7), Congress provided that an individual debtor is not discharged from a claim "to the extent such debt is for a fine, penalty or forfeiture payable to and for the benefit of a government unit, and is not compensation for actual pecuniary loss." 11 U.S.C. section 523(a)(7). Crucially, Congress did not choose to include section 523(a)(7) in identifying claims from which a corporate debtor may not receive a discharge. Review of the complaints filed in the State Actions reveals that the claims articulated fall squarely within the statutory framework of section 523(a)(7). Civil fines and penalties imposed by a governmental entity, and unrelated to its own actual losses, may be discharged in a confirmed corporate Chapter 11 plan. The bankruptcy case is in re: TK HOLDINGS INC., et al., Chapter 11, Debtors, Case No. 17-11375 (BLS) (Bankr. D. Del.) A full-text copy of Judge Shannon's Opinion dated Feb. 14, 2017 is available at https://is.gd/hskalR from Leagle.com. TK Holdings, Inc., Plaintiff, represented by Brett Michael Haywood -- haywood@rlf.com -- Richards, Layton & Finger, P.A. & Russell C. Silberglied -- silberglied@rlf.com -- Richards, Layton & Finger. Takata Americas, TK Finance, LLC, TK China, LLC, Takata Protection Systems Inc., Interiors in Flight Inc., TK Mexico Inc., TK Mexico LLC, TK Holdings de Mexico, S. de R.L. de C.V., Industrias Irvin de Mexico, S.A. de C.V., Takata de Mexico, S.A. de C.V. & Strosshe-Mex, S. de R.L. de C.V., Plaintiffs, represented by Russell C. Silberglied , Richards, Layton & Finger. State of Hawai'i, by its Office of Consumer Protection & Government of the United States Virgin Islands, Defendants, represented by Thomas G. Macauley -- tm@macdelaw.com -- Macauley LLC. State of New Mexico, ex rel. Hector Balderas, Attorney General, Defendant, represented by Daniel R. Ferri -- dferri@dlcfirm.com -- DiCello Levitt & Casey LLC. 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. * * * Takata Corporation on Feb. 21, 2018, disclosed that 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. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's subsidiaries and affiliates. TOPS HOLDINGS: Taps Epiq as Claims and Noticing Agent ----------------------------------------------------- Tops Holding II Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Epiq Bankruptcy Solutions, LLC, as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of claims filed in the Chapter 11 cases of the company and its affiliates. The hourly rates charged by the firm are: Clerical/Administrative Support $25 to $45 IT/Programming $65 to $85 Case Managers $70 to $165 Consultants/Directors/VPs $160 to $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executive No Charge The Debtors provided the firm a retainer in the sum of $25,000. Angela Tsai, director of Epiq's consulting services, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Epiq can be reached through: Angela Tsai Epiq Bankruptcy Solutions, LLC 777 Third Avenue, Twelfth Floor, New York, NY 10017 Phone: (646) 282-2523 Email: atsai@epiqglobal.com 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 Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. Weil, Gotshal & Manges LLP is serving as legal counsel to Tops; Evercore Group L.L.C. is serving as Investment Banker; and FTI Consulting, Inc., is serving as restructuring advisor. Hilco Real Estate, LLC, is the Debtors' real estate advisor. TTM TECHNOLOGIES: Fitch Corrects February 14 Rating Release ----------------------------------------------------------- Fitch Ratings has issued a correction to the ratings release on TTM Technologies, Inc. on Feb. 14, 2018, which corrects the participation status for TTM Technologies, Inc. and TTM Technologies Enterprises (HK) Limited. The revised release is as follows: Fitch Ratings has assigned Long-Term Issuer Default Ratings (IDRs) to TTM Technologies, Inc. and TTM Technologies Enterprises (HK) Limited of 'BB' with a Stable Outlook. Fitch has also assigned a senior secured debt rating of 'BBB-'/'RR1' for the ABL facilities, a senior secured debt rating of 'BB+'/'RR1' for the term loans, a senior unsecured debt rating of 'BB'/'RR4' and a senior subordinated debt rating of 'B+'/'RR6'. Fitch's actions affect approximately $1.9 billion of committed, outstanding and to-be-issued debt. A complete list of rating actions follows at the end of this release. KEY RATING DRIVERS Increased Diversification: TTM has reduced revenue exposure to wireless-related markets through growth in new end-markets such as Automotive, Medical & Industrial Instrumentation and Aerospace & Defense. In 2016 the company derived 37% of revenue from handset OEMs and network infrastructure (mostly 3g/4g wireless) providers, down from 56% in 2014. TTM's 2015 acquisition of Viasystems materially increased exposure to the higher growth Automotive end-market from 2% of revenue to 20% in 2016. Given Anaren's product mix, Fitch expects an increase in wireless mix to 40%, as well as an increase in exposure to Aerospace & Defense (A&D) from 16% to 20% of revenue. A&D markets are characterized by longer product cycles and lower threat of competitive displacement. Fitch believes the increased end-market diversity contributes to lower revenue volatility through economic and product cycles and introduces new sources of demand as handsets peak and before 5g buildout begins. Commitment to Leverage Target: TTM management has expressly committed to a long-term net leverage target of 2.0x EBITDA. Fitch estimates gross and net leverage of 3.5x and 3.2x, respectively, pro forma for the pending acquisition of Anaren. Fitch also forecasts a decline in gross and net leverage to 3.0x and 2.6x, respectively, over the ratings horizon, a level consistent with the recommended ratings category. Management aims to achieve the stated long-term target in two to three years following the acquisition by prioritizing debt repayment, limiting M&A and foregoing shareholder returns. Historically, the company has demonstrated willingness to exceed the target for M&A opportunities such as the Viasystems acquisition that took pro forma net leverage (excluding synergies) to 4.1x but was followed with $220 million in voluntary debt paydown to reduce net leverage to 2.1x by year-end 2016. Fitch believes the leverage target is appropriate given mid-single-digit FCF margins and economic sensitivity. Product Necessity: TTM produces Printed Circuit Boards (PCBs), which are used to connect the underlying circuitry in nearly all electronic and computing products. Given the product's necessity, long-term demand for PCBs is secure, despite short-term economic cyclicality. Fitch believes the ubiquitous nature of and sustainable demand for PCBs is supportive of the company's credit profile. Improving FCF Potential: TTM has generated FCF margins averaging just 5.5% over the prior three-year period. However, Fitch forecasts FCF margin expansion to high-single-digits due to acquisition of the higher margin Anaren, opportunities to expand EBITDA margins through increased sales of value-added design services, and accelerated demand growth in key end-markets. While Fitch credits management's strategy for margin expansion, overall structurally low FCF margins are a restraint on the company's credit profile. High Customer Concentration: TTM's OEM clients operate in concentrated end-markets such as cellular handsets, wireless infrastructure and autos, resulting in a high customer concentration for TTM. In fiscal 2016, the top five clients represented 33% of sales, while Apple accounted for 15% of sales. These concentrations are down from 44% and 21% in 2014, respectively. Fitch does not expect the Anaren acquisition to improve customer diversification given high levels of customer concentration in the company's end-markets as well. Fitch believes that the high customer concentration represent a source of financial risk for TTM in the event of a large client loss. Fragmented Industry: The PCB industry contains nearly 2600 manufacturers with the top five, including TTM, accounting for 4% to 5% market shares each. Fitch believes the high level of fragmentation results in ongoing pricing pressure and low margins. TTM has improved its competitive positioning with a large-scale, diversified, global manufacturing footprint that is capable of fulfilling the high-volume needs of large OEMs. Weak Position in Value Chain: TTM experiences low revenue visibility given a limited backlog of approximately 90 days, lack of volume commitments in contracts and short lead times for purchase orders that are typically subject to cancellation without penalty. Fitch believes the company's position reduces forecasting ability and contributes to FCF volatility. DERIVATION SUMMARY Fitch's ratings for TTM Technologies stem from the view that the company's global production capability, improved diversification, revenue growth and margin expansion opportunities, product necessity, and commitment to a leverage target support a credit profile appropriate for the ratings category while concerns including, M&A driven elevated leverage, low margins, high customer concentration, a fragmented industry and a weak position in the value chain limit further ratings upside. TTM is poised to benefit from positive trends within target end-markets including increased technology content in autos, improving defense budgets, 5g wireless infrastructure buildout and opportunities for higher margin revenues through design engagement with customers. In addition, the acquisition of Anaren, as well as the previous acquisition of Viasystems, serve to increase diversification and reduce economic cyclicality, resulting in a strengthened credit profile. These trends help to offset the elevated leverage and low margins that are the primary credit risks. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Revenue: Total revenue CAGR of 7% due to organic revenue growth of 4% to 6% per annum plus addition of higher growth rates from Anaren acquisition; -- Margins: EBITDA margins of 16% to 16.5% due to growing mix of design-to-specification revenues; -- CapEx: Capital intensity of 5% over the ratings horizon due to investment in 5G opportunity; -- M&A: Closing of Anaren acquisition during mid-year 2018 with $775 million transaction consideration; -- Debt: Issuance of $600 million incremental term loan in 2018 to fund the Anaren acquisition; voluntary term loan prepayments of $100 million in 2019 and $150 million per annum thereafter. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Expectation for gross leverage to be sustained below 3.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Expectation for gross leverage to be sustained above 3.5x due to a change in financial policies and/or deterioration of growth and margin expansion opportunities. LIQUIDITY The company's liquidity is in line with the recommended ratings and is supported by $95 million of readily available onshore cash on hand, $250 million of availability under the company's U.S. and Asia ABL facilities, and a manageable maturity profile with the no significant maturities until 2020 when the the ABL facilities and the $250 million convertible notes mature. Liquidity is also supported by Fitch's forecast of $300 million in aggregate FCF over the ratings horizon. TTM reported $206.5 million of offshore cash as of 3Q17, which Fitch has classified as not readily available. However, recent U.S. tax legislation facilitates access to offshore cash holdings for domestic liquidity needs, subject to a one-time 15% tax payable over eight years. As a result, Fitch's forecasts re-classify offshore cash as readily available after subtracting a 15% tax liability. Total committed and outstanding debt pro forma for the acquisition of Anaren is expected to consist of: -- $17 million outstanding on the $200 million U.S. ABL facility due 2020; -- $30 million outstanding on the $150 million Asian ABL facility due 2020; -- $350 million and $600 million outstanding principal on the senior secured term loan and to-be-issued incremental term loans due 2024; -- $375 million outstanding principal on the senior unsecured notes due 2025; -- $250 million outstanding principal on the senior unsecured non-guaranteed convertible notes due 2020. FULL LIST OF RATING ACTIONS TTM Technologies, Inc. -- Long-Term IDR 'BB'; -- Senior secured ABL of 'BBB-/RR1' -- Senior secured term loans of 'BB+'/'RR1'; -- Senior unsecured notes of 'BB'/'RR4'; -- Senior subordinated notes of 'B+'/'RR6'. TTM Technologies Enterprises (HK) Limited -- Long-Term IDR 'BB'; -- Senior secured ABL of 'BBB-'/'RR1'. The Rating Outlook is Stable. TULARE REGIONAL: U.S. Trustee Forms Two-Member Committee -------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, on Feb. 26 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The committee members are: (1) AMN Healthcare Representative: Tamara Swenson 12400 High Bluff Drive San Diego, CA 92130 (2) Firstsource Solutions USA, LLC Representative: Derek Kung 1661 Lyndon Farm Court Louisville, KY 40223 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Tulare Local Health Care District, CA dba Tulare Regional Medical Center (TRMC) filed a petition to commence proceedings as a debtor under Chapter 9 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of California on Sept. 30, 2017. The Nov. 1, 2017 notice to bondholders indicated that the district has announced a temporary suspension of its business as part of ongoing efforts by the District to separate from its existing management services provider. UBL INTERACTIVE: Actively Seeking a Business Partner ---------------------------------------------------- UBL Interactive, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $0 on $0 of revenues for the three months ended Dec. 31, 2017, compared to a net loss of $0 on $0 of revenues for the same period a year ago. As of Dec. 31, 2017, UBL Interactive had $0 in total assets, $7,635 in total liabilities, and a total stockholders' deficit of $7,635. During the three months ended Dec. 31, 2017, the Company has had no active business operations. The Company has been actively seeking a merger partner that would create an active business and as such active business operations. To date, no merger company has been found. During the three months ended Dec. 31, 2017 and Dec. 31, 2016 respectively the Company did not have any operations and therefore there was no revenues or expenses incurred for the respective periods. A full-text copy of the Form 10-Q is available for free at: https://is.gd/z0fxVm About UBL Interactive Headquartered in Charlotte, NC, UBL Interactive Inc., until it ceased operations in July 2015, provided a comprehensive set of online identity management tools and services to businesses seeking to optimize their presence in location - based search results on web, mobile and social platforms. Thayer O'Neal Company, LLC, the Company's auditor, in its report dated Jan. 22, 2018, has expressed substantial doubt about the Company's ability to continue as a going concern. UNIVERSAL LEARNING: S&P Cuts 2010 School Rev. Bonds Rating to 'BB+' ------------------------------------------------------------------- S&P Global Ratings lowered its rating on Michigan Finance Authority's series 2010 fixed-rate charter school revenue bonds, issued for Universal Learning Academy (ULA), Mich,. to 'BB+' from 'BBB-'. The outlook is negative. S&P lowered the rating based on its view of the school's demand profile and coverage ratios, which it believes are no longer commensurate with a 'BBB-' rating. "The negative outlook reflects our view of ULA's enrollment and financial performance that have been variable in the most recent three years, which in our view have resulted in the softening of credit profile metrics such as demand, total revenues, and maximum annual debt service coverage, along with the expectation that the school's credit profile could continue to materially weaken over the next year," said S&P Global Ratings credit analyst Brian Marshall. The 'BB+' rating reflects S&P's view of the school's: -- Recent declining enrollment, coupled with a location within an area that serves a challenging demographic within a struggling economy; -- High debt burden; and -- Risk, as with all charter schools, that the school can be closed for nonperformance of its charter or for financial distress before final maturity of the bonds. Partly offsetting the above strengths, in S&P's opinion, are: -- A healthy liquidity position and acceptable MADS coverage at fiscal year-end 2017 for the rating level, with no future new debt plans in the near term; -- Historical demand niche, with favorable academic performance, that caters to a Middle Eastern population that is projected to increase while overall trends indicate a decline; and -- Good relationship with the charter authorizer, Bay Mills Community College, despite recent enrollment declines with one successful charter renewal that extends through June 2020. The series 2010 bonds are payable from any legally available funds of the academy. Under Michigan statute, ULA can only pledge 20% of state aid revenues in any one year for the repayment of debt service, and a security interest has been granted to secure payments in favor of debt service. The charter authorizer, Bay Mills Community College, delivers 20% of the academy's state aid directly to the trustee. S&P said, "The negative outlook reflects our expectation that, over the next year, any additional weakening of financial performance beyond fiscal 2017 metrics would likely result in financial profile metrics no longer comparable with that of peers at the current rating. We anticipate that the charter school will work to stabilize its enrollment while balancing financial operations in order to improve MADS and debt service coverage, and maintain its current cash position. We anticipate that ULA's demand profile will continue to reflect solid academics and good student retention levels. "We could lower the rating if enrollment declines for fall 2018, operations produce deficits, MADS coverage weakens, or cash on hand decreases significantly compared with projected fiscal 2018 results." A positive rating action is unlikely over the one-year outlook period, given recent substantial enrollment declines, the moderately high MADS carrying charge, and current coverage levels. However, S&P could consider raising the rating if the school demonstrates a trend of MADS coverage that is more consistent with the higher rating level while stabilizing enrollment levels and maintaining a similar liquidity position. VANCE FAMILY: Taps Diller and Rice as Legal Counsel --------------------------------------------------- Vance Family Properties, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Diller and Rice, LLC, as its legal counsel. The firm will assist the Debtor in the preparation and implementation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. Steven Diller, Esq., and Eric Neuman, Esq., the attorneys who will be handling the case, will charge $300 per hour and $275 per hour, respectively. The Debtor paid Diller and Rice a $5,783 retainer, plus court costs of $1,717 prior to the petition date. Diller and Rice does not hold any interest adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Steven L. Diller, Esq. Eric R. Neuman, Esq. Diller and Rice, LLC 124 East Main Street Van Wert, OH 45891 Phone: 419-238-5025 E-mail: steven@drlawllc.com eric@drlawllc.com About Vance Family Properties Based in Marion, Ohio, Vance Family Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-33594) on Nov. 16, 2017. In the petition signed by Jon Settlemire, member, the Debtor estimated assets and liabilities of less than $500,000. Judge John P. Gustafson presides over the case. Diller and Rice, LLC, is the Debtor's legal counsel. VICTOR P. KEARNEY: Nunc Pro Tunc Employment for Law Firm Denied ----------------------------------------------------------------- Debtor Victor P. Kearney's bankruptcy counsel Gardere Wynne Sewell LLP filed a request to approve its employment, nunc pro tunc, for the eight days between the date it started working on the Debtor's case and the date it filed an employment application. A creditor objected. Having reviewed the facts and case law on nunc pro tunc, Bankruptcy Judge David T. Thuma concludes that the request must be denied. The Tenth Circuit has not adopted a test to determine when circumstances are sufficiently extraordinary to warrant nunc pro tunc relief. There is guidance from lower courts and other circuits, however. In Arkansas, the Third Circuit adopted the "extraordinary circumstances" test and stated: When considering an application, the bankruptcy court may grant retroactive approval only if it finds, after a hearing, that it would have granted prior approval. . . . Thereafter, in exercising its discretion, the bankruptcy court must consider whether the particular circumstances in the case adequately excuse the failure to have sought prior approval. This will require consideration of factors such as whether the applicant or some other person bore responsibility for applying for approval; whether the applicant was under time pressure to begin service without approval; the amount of delay after the applicant learned that initial approval had not been granted; the extent to which compensation to the applicant will prejudice innocent third parties; and other relevant factors. After a thorough analysis of the factors, the Court finds that Gardere does not meet the standard for granting nunc pro tunc relief in the Tenth Circuit. The Court likely would not have granted Gardere's employment application on Oct. 11, 2017, because its client at that time was RSG Restructuring Advisors, LLC. Gardere's change in clients was not made until shortly before its employment application was filed. As this requirement for nunc pro tunc relief is not met, Gardere's request must be denied. Further, the six factors testing whether the circumstances were extraordinary indicate that they were not. Factors one, two, and four weigh against granting the requested relief; factor five weighs in favor; and factors two and six either do not apply or are neutral. The bankruptcy case is in re: VICTOR P. KEARNEY, Debtor, Case No. 17-12274 t11 (Bankr. D.N.M.). A copy of Judge Thuma's Opinion dated Feb. 15, 2018 is available at https://is.gd/ShTpqd from Leagle.com. Victor P. Kearney, Debtor, represented by Jason Michael Cline, Jason Cline, LLC -- jason@attorneyjasoncline.com -- Don F. Harris & Marcus A. Helt -- mhelt@gardere.com -- Gardere Wynne Sewell LLP. United States Trustee, U.S. Trustee, represented by Alice Nystel Page, Office of the U.S. Trustee. Unsecured Creditors Committee, Creditor Committee, represented by Thomas D. Walker -- twalker@twalkerlawpc.com -- Walker & Associates, P.C. Victor P. Kearney filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case No. 17-12274) on Sept. 1, 2017 and is represented by Jason Michael Cline, Esq. of Jason Cline, LLC. VILLA MARIE: Taps Carmody MacDonald as Legal Counsel ---------------------------------------------------- Villa Marie Winery, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire Carmody MacDonald P.C. as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; assist in investigating their business operations and financial condition; advise the Debtors regarding any potential sale of their assets; assist in the preparation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $295 to $385 for partners, $240 to $275 for associates and $145 to $195 for paralegals and law clerks. Carmody holds a retainer in the sum of $31,445. Robert Eggmann, Esq., a partner at Carmody, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Carmody can be reached through: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. Carmody MacDonald P.C. 120 South Central Ave., Suite 1800 Clayton, MO 63105 Phone: 314-854-8600 Fax: 314-854-8660 E-mail: ree@carmodymacdonald.com thr@carmodymacdonald.com About Villa Marie Winery Villa Marie Winery LLC -- https://villamariewinery.com -- and its subsidiaries are privately-held companies in Maryville, Illinois, that operate a vineyard, winery and banquet complex. Villa Marie Winery and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case Nos. 18-30163 to 18-30169) on Feb. 14, 2018. In the petition signed by Judy S. Wiemann, owner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Laura K. Grandy presides over the cases. WASTEQUIP LLC: S&P Affirms 'B' CCR on HIG Deal, Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Wastequip LLC. The outlook remains stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed first-lien credit facilities, which comprise a $50 million revolving credit facility (undrawn at close) and a $245 million first-lien term loan. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. "Additionally, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $100 million second-lien term loan. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a default. "The affirmation reflects Wastequip's increased leverage pro forma for its pending acquisition by H.I.G Capital and our expectation that the company will grow its business over the next 12 months. Wastequip will partially fund the acquisition with approximately $345 million of new debt, which will cause its pro forma adjusted debt-to-EBITDA to increase to 6.4x (2017E). Over the next 12 months, we expect the company to continue to increase its revenue on strong demand from its key end-customers in the waste management space. However, we anticipate that its leverage will remain above 6x over the next 12 months, which is consistent with the current rating. "The stable outlook on Wastequip reflects our belief that the company's steady end markets and established customer base will allow it to support continued sales growth and maintain stable operating margins. Over the next 12 months, we anticipate that the company will maintain adequate liquidity and an adjusted debt-to-EBITDA metric of between 6.0x and 6.5x, which is in line with our expectations for the current rating. "We could lower our ratings on Wastequip if material weakness in the waste collection and disposal market causes the company's sales volumes to decline and compresses its margins such that its adjusted debt-to-EBITDA exceeds 6.5x with no foreseeable improvement. We estimate that this could occur if Wastequip's sales volume declines by the mid-single-digit percent area. We could also lower our ratings if the company pursues debt-funded acquisitions or shareholder rewards that materially weaken its credit metrics on a sustained basis. "We could raise our ratings on Wastequip if the company's operating prospects improve significantly and its adjusted debt-to-EBITDA improves below 5x on a sustained basis. We estimate that this could occur if the company's revenue increases by 500 basis points (bps) and its operating margins improve by 300 bps from the assumptions in our base-case forecast. We would also require the company and its financial sponsor to commit to maintain financial policies that would enable it to sustain these improved credit measures." WESTINGHOUSE ELECTRIC: Plan Confirmation Hearing Set for March 27 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the adequacy of the modified first amended disclosure statement for the joint Chapter 11 plan of reorganization filed by Westinghouse Electric Company LLC, Toshiba Nuclear Energy Holdings (UK) Limited, and certain of their affiliates. A hearing to consider the confirmation of the Debtors' Chapter 11 plan will be held on March 27, 2018, at 11:00 a.m. (prevailing Eastern Time), before the Hon. Michael E. Wiles, in Room 617 of the U.S. Bankruptcy Court, One Bowling Green, New York, New York. Objections, if any, must be filed no later than 4:00 p.m. (prevailing Eastern Time) on March 15, 2018. All votes to accept or reject the Debtors' Chapter 11 plan must be received by the Debtors' solicitation agent, Kurtzman Carson Consultants LLC by March 15, 2018, at 8:00 p.m. (prevailing Eastern Time). About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S.-based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, the Debtors' chief transition and development officer. The Debtors disclosed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. The Debtors retained PricewaterhouseCoopers LLP as independent auditor and tax services provider to perform audit services in connection with Toshiba Nuclear Energy Holdings (US) Inc. and Toshiba Nuclear Energy Holdings (UK) Ltd. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel, and Houlihan Lokey Capital, Inc., serves as its investment banker. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. WESTMORELAND COAL: Suspends Duty to File Reports Under Savings Plan ------------------------------------------------------------------- Westmoreland Coal Company filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of Plan Interests Under the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan pursuant to Section 12(g) of the Securities Exchange Act of 1934. Although the duty to file reports under Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, has been terminated with respect to the Westmoreland Coal Company and Subsidiaries Employees' Savings Plan, the duty of Westmoreland Coal Company, a Delaware corporation to file reports under Section 13(a) or 15(d) remains with respect to the Company's common stock, par value $0.01 per share. Effective as of Dec. 28, 2017, the Company is no longer issuing securities pursuant to the Plan. Therefore, interests in the Plan no longer require registration. Accordingly, the Form 15 was filed to suspend the Company's duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended, including on Form 11-K. About Westmoreland Coal Company Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company in the United States. Westmoreland's coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP). Westmoreland Coal reported a net loss of $28.87 million in 2016, a net loss of $219.1 million in 2015 and a net loss of $176.7 million in 2014. As of Sept. 30, 2017, Westmoreland Coal had $1.43 billion in total assets, $2.20 billion in total liabilities and a total deficit of $774.1 million. * * * As reported by the TCR on March 2, 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. The downgrade reflects Moody's expectation that the Company's leverage metrics and cash flow generation will continue to be under stress due to the headwinds facing the coal industry. In November 2017, S&P Global Ratings lowered its corporate credit rating on Westmoreland to 'CCC' from 'CCC+'. The downgrade reflects that Westmoreland could default in the next year without an unforeseen positive development. As of Sept. 30, 2017, the company had approximately $1.6 billion of adjusted consolidated debt outstanding (including asset retirement and pension obligations). WISEWEAR CORPORATION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Wisewear Corporation 17742 Maui Sands San Antonio, TX 78255 Business Description: WiseWear -- https://wisewear.com -- specializes in the design, creation, and manufacturing of smart, connected, and beautiful internet of things (IoT) products for consumer, military, and medical applications. WiseWear "fuses fashion with threads of technology" by seamlessly integrating proprietary biosensing and wireless communication technologies into everyday items like jewelry. The Company's device connects to users' phone that enables to receive real-time mobile notifications and updates on users activity performance throughout the day. The WiseWear headquarters is located in the heart of the medical district in San Antonio, Texas. Chapter 11 Petition Date: February 28, 2018 Case No.: 18-50403 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM 2010 W Kings Hwy San Antonio, TX 78201-4926 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gerald Wilmink, president/CEO. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/txwb18-50403.pdf WOODBRIDGE GROUP: Unitholders Committee Taps Venable as Counsel --------------------------------------------------------------- The Fiduciary Committee of Unitholders appointed in the Chapter 11 cases of Woodbridge Group of Companies, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel. The committee proposes to hire Venable LLP to provide legal services, which include services related to litigating or negotiating whether unitholders should be treated as creditors or equity security holders, and whether substantive consolidation is in the best interests of unitholders. The hourly rates for professionals and paralegals designated to represent the committee are: Partners $765 to $1,245 Counsel $630 to $695 Associates $515 to $650 Paralegals $225 to $320 Jeffrey Sabin, Esq., a partner at Venable, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' estates. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sabin disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Venable professional has varied his rates based on the geographic location of the Debtors' cases. The committee has already approved the firm's proposed hourly billing rates and staffing plan, according to Mr. Sabin. Venable can be reached through: Jeffrey S. Sabin, Esq. Venable LLP Rockefeller Center 1270 Avenue of the Americas, 24th Floor New York, NY 10020 Phone: +1 212.503.0672 Fax: +1 212.307.5598 E-mail: jssabin@Venable.com About Woodbridge Group of Companies Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered Judge Kevin J. Carey presides over the cases. The Debtors hired Gibson, Dunn & Crutcher, LLP and Young Conaway Stargatt & Taylor, LLP as their bankruptcy counsel; Homer Bonner Jacobs, PA as special counsel; Province, Inc. as expert consultant; Moelis & Company LLC as investment banker; SierraConstellation Partners, LLC as financial advisor; Beilinson Advisory Group as independent manager; Garden City Group, LLC as claims and noticing agent; and Bradley D. Sharp of Development Specialists, Inc. as chief restructuring officer. On Dec. 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Pachulski Stang Ziehl & Jones as its bankruptcy counsel; and FTI Consulting, Inc. as financial advisor. A fiduciary committee representing unitholders of various Debtors had been appointed in the bankruptcy cases. * * * On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WWLC INVESTMENT: S. Miraki Seeks Amendment of Plan Outline ---------------------------------------------------------- Creditor Sorab Miraki objects to WWLC Investment, L.P.'s disclosure statement filed on Jan. 4, 2018 on the grounds that it fails to provide adequate information. Miraki complains that in paragraph B of the Disclosure Statement, the Debtor makes multiple statements about facts that were supposedly alleged in an underlying lawsuit challenging the default judgment obtained by Creditor Sorab Miraki. The omissions in the description of what occurred in the original lawsuit, and Debtor's challenge through a Petition for Bill of Review, create the false impression that Mr. Miraki's default judgment is the subject of a legitimate dispute as to its validity. Miraki disagrees with the Debtor's recitation of facts. In paragraph D(5) of the Disclosure Statement, the Debtor indicates that Debtor has a claim and cause of action for "$317,969.62 for unpaid rent arising under" a lease agreement with Sorab Miraki. Mr. Miraki disagrees with the statements in the Disclosure Statement. Finally, in Paragraph E(4) of the Disclosure Statement, the Debtor indicates that Creditor Sorab Miraki has an unsecured claim in the amount of $1,183,924.95. Mr. Miraki believes this statement is inaccurate and misleading. This 'unsecured' claim is the same claim that Debtor acknowledges is secured in Paragraph E(2). This claim is secured by an Abstract of Judgment that was filed in the Collin County property records on June 29, 2017. Since Debtor concedes that the Abstract of Judgment was filed before this bankruptcy case was filed, and has taken no action to set aside the lien in the bankruptcy, the lien is valid and the claim is secured. As a consequence, the Disclosure Statement must be amended to properly state the amount and status of Mr. Miraki’s claim. Miraki, thus, requests that the Court deny approval of Debtor's Disclosure Statement unless the Debtor amends it to include the facts included in the objection. A copy of Miraki's Objection is available at: http://bankrupt.com/misc/txeb17-41913-37.pdf Attorney for Creditor Sorab Miraki: Eric D. Walker State Bar No. 24047056 MORALES/WALKER PLLC 6060 N. Central Expy., Suite 500 Dallas, Texas 75206 972.948.3646 (Telephone) 972.361.8005 (Facsimile) ewalker@mwtrialfirm.com 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. [*] Lazard Names Richard Parsons as Lead Director in Board ---------------------------------------------------------- BankruptcyData.com reported Lazard Ltd announced that it has elected Iris Knobloch to the firm's Board of Directors, effective April 1, 2018. In addition, current independent director Richard Parsons has been named Lead Director of Lazard's Board, as part of the Board refreshment process. Steven Heyer, who has served as Lead Director since November 2009, will continue in his current roles as Chairman of the Board's Nominating & Governance Committee and as a member of the Audit Committee and the Compensation Committee. Ms. Knobloch has served as President of Warner Bros Entertainment in France since 2006, where she oversees all of its French businesses. She also supervises the company's Home Entertainment business in the Benelux region and Warner Bros' strategic development in Africa. Previously, she was in charge of Time Warner's International Relations and Strategic Policy for Europe and also worked in Los Angeles and London. Prior to Warner Bros, Ms. Knobloch was an attorney with Norr, Stiefenhofer & Lutz and with O'Melveny & Myers in Munich, New York and Los Angeles. Ms. Knobloch is the Vice Chairman and Lead Independent Director of the Board of Directors of AccorHotels, a member of the Board of Directors of Central European Media Enterprises and a Governor of the American Hospital in Paris. She received a J.D. degree from Ludwig-Maximilians-Universitaet and an L.L.M. degree from New York University. [*] Rimon Adds S. L'Hernault as Partner in Finance Division ----------------------------------------------------------- BankruptcyData.com reported that Rimon is pleased to announce that Suzanne L'Hernault, a finance and restructuring attorney, has joined the firm as a Partner in its Finance Services group. Ms. L'Hernault will be located in the firm's New York City and New Jersey offices. Prior to joining Rimon, L'Hernault was at Greenberg Traurig LLP, where she served as a Shareholder in its Banking & Finance practices. Ms. L'Hernault represents lenders and borrowers in a wide range of secured and unsecured financing transactions. Focusing her practice in leveraged buyout financing, asset-based lending, working capital financing, project funding and workouts, she has extensive experience drafting and negotiating credit agreements, letters of credit, inter-creditor agreements, subordination agreements and security documents. Ms. L'Hernault also has extensive experience in dealing with liquidity facilities, working capital lines of credit, term loans and debt restructuring agreements. She also advises administrative agents in syndicated credit facilities. Ms. L'Hernault received her J.D. from Fordham University School of Law and a B.A. from State University of New York at Stony Brook. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Deborah Lois Adri Bankr. C.D. Cal. Case No. 18-10417 Chapter 11 Petition filed February 16, 2018 represented by: Robert M. Yaspan, Esq. Law Offices of Robert M Yaspan E-mail: court@yaspanlaw.com In re WDH Contractor Services, LLC Bankr. C.D. Cal. Case No. 18-11701 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/cacb18-11701.pdf represented by: Alla Tenina, Esq. LAW OFFICES OF ALLA TENINA E-mail: alla@teninalaw.com In re Teresa Dominguez Aguilar Bankr. C.D. Cal. Case No. 18-11714 Chapter 11 Petition filed February 16, 2018 represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Oggi's Eastlake, Inc. Bankr. S.D. Cal. Case No. 18-00889 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/casb18-00889.pdf represented by: Sandy Isaac, Esq. PREOVOLOS LEWIN HEZLEP ALC E-mail: sandy@thelawcorp.com In re Andrew Dorko, Jr. Bankr. M.D. Fla. Case No. 18-00870 Chapter 11 Petition filed February 16, 2018 represented by: Frank M. Wolff, Esq. FRANK MARTIN WOLFF, P.A. E-mail: fwolff@fwolfflaw.com In re Michael Ralby Bankr. S.D. Fla. Case No. 18-11784 Chapter 11 Petition filed February 16, 2018 represented by: Bradley S. Shraiberg, Esq. E-mail: bss@slp.law In re Philip Tadros Bankr. N.D. Ill. Case No. 18-04529 Chapter 11 Petition filed February 16, 2018 Filed Pro Se In re Gifty R. Samuels Bankr. D. Mass. Case No. 18-10543 Chapter 11 Petition filed February 16, 2018 represented by: David G. Baker, Esq. E-mail: david@bostonbankruptcy.org In re 4411 Engle Ridge Drive, LLC Bankr. E.D. Mich. Case No. 18-41983 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/mieb18-41983.pdf represented by: Donald C. Darnell, Esq. E-mail: dondarnell@darnell-law.com In re Gloria G. Robbins Bankr. D. Nev. Case No. 18-10787 Chapter 11 Petition filed February 16, 2018 represented by: David A. Riggi, Esq. E-mail: darnvbk@gmail.com In re J.C. Realty Group, LLC Bankr. E.D.N.Y. Case No. 18-40855 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/nyeb18-40855.pdf Filed Pro Se In re Shams Islam, LLC Bankr. E.D. Pa. Case No. 18-11058 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/paeb18-11058.pdf represented by: Robert Captain Leite-Young, Esq. ROACH, LEITE & MANYIN, LLC E-mail: rleite@rlmfirm.com In re Innovak International, Inc. Bankr. D.S.C. Case No. 18-00768 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/scb18-00768.pdf represented by: Robert A. Pohl, Esq. POHL, P.A. E-mail: robert@pohlpa.com In re Ries Productions LLC Bankr. W.D. Wash. Case No. 18-10636 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/wawb18-10636.pdf represented by: Larry B. Feinstein, Esq. E-mail: feinstein1947@gmail.com In re Mesa Blue LLC Bankr. D. Wyo. Case No. 18-20071 Chapter 11 Petition filed February 16, 2018 See http://bankrupt.com/misc/wyb18-20071.pdf Filed Pro Se In re Robert D. Taylor and Pamela D. Taylor Bankr. E.D. Ark. Case No. 18-10903 Chapter 11 Petition filed February 19, 2018 represented by: Jeannette A. Robertson, Esq. ROBERTSON LAW FIRM E-mail: rlf@robertsonlawfirm.biz In re Essence Business Group, Inc. Bankr. C.D. Cal. Case No. 18-11801 Chapter 11 Petition filed February 19, 2018 See http://bankrupt.com/misc/cacb18-11801.pdf represented by: Thomas B. Ure, Esq. URE LAW FIRM E-mail: tbuesq@aol.com In re Real T Properties 2 LLC Bankr. S.D. Fla. Case No. 18-11867 Chapter 11 Petition filed February 19, 2018 See http://bankrupt.com/misc/flsb18-11867.pdf represented by: Mark S. Roher, Esq. LAW OFFICE OF MARK S. ROHER, P.A. Email: mroher@markroherlaw.com In re Jeffrey D. Wilkerson Bankr. E.D. Mich. Case No. 18-30383 Chapter 11 Petition filed February 19, 2018 See http://bankrupt.com/misc/mieb18-30383.pdf represented by: Donald C. Darnell, Esq. E-mail: dondarnell@darnell-law.com In re Sharon Hollow Enterprises, LLC Bankr. E.D. Mich. Case No. 18-42050 Chapter 11 Petition filed February 19, 2018 See http://bankrupt.com/misc/mieb18-42050.pdf represented by: Scott Kwiatkowski, Esq. GOLDSTEIN BERSHAD & FRIED PC E-mail: scott@bk-lawyer.net In re Kevin Morris Bankr. D.N.J. Case No. 18-13204 Chapter 11 Petition filed February 19, 2018 represented by: Noah M Burstein, Esq. NOAH M. BURSTEIN ATTORNEY AT LAW E-mail: bursteinlawyer@aol.com In re Deborah L. Wilson Funeral Home, Inc. Bankr. E.D. Pa. Case No. 18-11117 Chapter 11 Petition filed February 19, 2018 See http://bankrupt.com/misc/paeb18-11117.pdf represented by: Maggie S Soboleski, Esq. CENTER CITY LAW OFFICES LLC E-mail: msoboles@yahoo.com In re Barry S. Seifer Bankr. E.D. Mich. Case No. 18-42084 Chapter 11 Petition filed February 20, 2018 represented by: Jeffrey S. Grasl, Esq. E-mail: jeff@graslplc.com In re Jeaneen Bonnett Bankr. D. Ariz. Case No. 18-01550 Chapter 11 Petition filed February 20, 2018 represented by: Ronald J. Ellett, Esq. ELLETT LAW OFFICES, P.C. E-mail: rjellett@ellettlaw.phxcoxmail.com In re Joel Borgella and Paule Borgella Bankr. S.D. Fla. Case No. 18-11910 Chapter 11 Petition filed February 20, 2018 represented by: Chad T. Van Horn, Esq. E-mail: Chad@cvhlawgroup.com In re FSA, INC. Bankr. D. Minn. Case No. 18-30465 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/mnb18-30465.pdf represented by: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. E-mail: bankrupt@lameylaw.com In re Paul Vincent Schaeder Bankr. D.N.J. Case No. 18-13252 Chapter 11 Petition filed February 20, 2018 represented by: Thaddeus R. Maciag, Esq. MACIAG LAW, LLC E-mail: MaciagLaw1@aol.com In re Major Events Group LLC Bankr. E.D. Pa. Case No. 18-11123 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/paeb18-11123.pdf represented by: Michael P. Kutzer, Esq. E-mail: mpkutzer1@gmail.com In re Pedro Collantes Lopez Negrete and Sharon Cho Collantes Bankr. E.D. Tex. Case No. 18-40330 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txeb18-40330.pdf represented by: Martin K. Thomas, Esq. E-mail: thomas12@swbell.net In re TJK Enterprises, Inc. Bankr. S.D. Tex. Case No. 18-30703 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txsb18-30703.pdf represented by: Richard L Fuqua, II, Esq. FUQUA & ASSOCIATES, PC E-mail: fuqua@fuqualegal.com In re Rare Earth Elements Development Services Mineral Research LLC Bankr. W.D. Tex. Case No. 18-30258 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txwb18-30258.pdf represented by: Corey W. Haugland, Esq. JAMES & HAUGLAND P.C. E-mail: chaugland@jghpc.com In re John Carlton Dibble and Nicolette Comsa Dibble Bankr. E.D. Va. Case No. 18-10571 Chapter 11 Petition filed February 20, 2018 represented by: Madeline A. Trainor, Esq. REDMON, PEYTON & BRASWELL L.L.P. E-mail: mtrainor@rpb-law.com In re Jeaneen Bonnett Bankr. D. Ariz. Case No. 18-01550 Chapter 11 Petition filed February 20, 2018 represented by: Ronald J. Ellett, Esq. ELLETT LAW OFFICES, P.C. E-mail: rjellett@ellettlaw.phxcoxmail.com In re Joel Borgella and Paule Borgella Bankr. S.D. Fla. Case No. 18-11910 Chapter 11 Petition filed February 20, 2018 represented by: Chad T. Van Horn, Esq. E-mail: Chad@cvhlawgroup.com In re FSA, INC. Bankr. D. Minn. Case No. 18-30465 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/mnb18-30465.pdf represented by: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. E-mail: bankrupt@lameylaw.com In re Paul Vincent Schaeder Bankr. D.N.J. Case No. 18-13252 Chapter 11 Petition filed February 20, 2018 represented by: Thaddeus R. Maciag, Esq. MACIAG LAW, LLC E-mail: MaciagLaw1@aol.com In re Major Events Group LLC Bankr. E.D. Pa. Case No. 18-11123 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/paeb18-11123.pdf represented by: Michael P. Kutzer, Esq. E-mail: mpkutzer1@gmail.com In re Pedro Collantes Lopez Negrete and Sharon Cho Collantes Bankr. E.D. Tex. Case No. 18-40330 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txeb18-40330.pdf represented by: Martin K. Thomas, Esq. E-mail: thomas12@swbell.net In re TJK Enterprises, Inc. Bankr. S.D. Tex. Case No. 18-30703 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txsb18-30703.pdf represented by: Richard L Fuqua, II, Esq. FUQUA & ASSOCIATES, PC E-mail: fuqua@fuqualegal.com In re Rare Earth Elements Development Services Mineral Research LLC Bankr. W.D. Tex. Case No. 18-30258 Chapter 11 Petition filed February 20, 2018 See http://bankrupt.com/misc/txwb18-30258.pdf represented by: Corey W. Haugland, Esq. JAMES & HAUGLAND P.C. E-mail: chaugland@jghpc.com In re John Carlton Dibble and Nicolette Comsa Dibble Bankr. E.D. Va. Case No. 18-10571 Chapter 11 Petition filed February 20, 2018 represented by: Madeline A. Trainor, Esq. REDMON, PEYTON & BRASWELL L.L.P. E-mail: mtrainor@rpb-law.com In re MDM Physical Therapy, LLC Bankr. D. Ariz. Case No. 18-01596 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/azb18-01596.pdf represented by: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. E-mail: wrichlaw@aol.com In re Mark Drummond Mooney and SUSAN ANN MOONEY Bankr. D. Ariz. Case No. 18-01597 Chapter 11 Petition filed February 21 2018 represented by: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. E-mail: wrichlaw@aol.com In re Cheryl Placencia Bankr. C.D. Cal. Case No. 18-10459 Chapter 11 Petition filed February 21 2018 represented by: Dana M. Douglas, Esq. E-mail: dmddouglas@hotmail.com In re Storstad Auto Sports, LLC. Bankr. C.D. Cal. Case No. 18-10568 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/cacb18-10568.pdf represented by: Anerio V. Altman, Esq. LAKE FOREST BANKRUPTCY E-mail: lakeforestpacer@gmail.com In re Mackel Arthur Carter Bankr. N.D. Fla. Case No. 18-50055 Chapter 11 Petition filed February 21 2018 represented by: Charles M. Wynn, Esq. CHARLES M. WYNN LAW OFFICES, P.A. E-mail: candy@wynnlaw-fl.com In re RRRR Inc. Bankr. N.D. Ill. Case No. 18-04656 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/ilnb18-04656.pdf represented by: William J. Delaney, Esq. DELANEY LAW E-mail: bill@delaney-law.com In re David James Duehn and Sherri Lynn Duehn Bankr. D. Minn. Case No. 18-40466 Chapter 11 Petition filed February 21 2018 represented by: David C. McLaughlin, Esq. FLUEGEL ANDERSON MCLAUGHLIN & BRUTLAG E-mail: dmclaughlin@fluegellaw.com In re A R & K Home LLC Bankr. E.D.N.Y. Case No. 18-40909 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/nyeb18-40909.pdf Filed Pro Se In re Sammy Saadia Bankr. E.D.N.Y. Case No. 18-40914 Chapter 11 Petition filed February 21 2018 represented by: Wayne M. Greenwald, Esq. WAYNE GREENWALD, PC E-mail: grimlawyers@aol.com In re My Personal Advisor, LLC Bankr. E.D. Pa. Case No. 18-11154 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/paeb18-11154.pdf represented by: David A. Scholl, Esq. LAW OFFICE OF DAVID A. SCHOLL E-mail: judgescholl@gmail.com In re New Life Holiness Bankr. W.D. Tenn. Case No. 18-21532 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/tnwb18-21532.pdf represented by: Robert Reid, Esq. DOUGLASS & RUNGER, ATTORNEYS AT LAW E-mail: rwreid@douglassrunger.com In re Robert Lee Shellhammer and Alma Aline Shellhammer Bankr. E.D. Tex. Case No. 18-10058 Chapter 11 Petition filed February 21 2018 represented by: Tagnia Fontana Clark, Esq. MAIDA LAW FIRM E-mail: maidalawfirm@gt.rr.com In re Buck Springs, Inc. Bankr. E.D. Tex. Case No. 18-10059 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/txeb18-10059.pdf represented by: Tagnia Fontana Clark, Esq. MAIDA LAW FIRM MAIDA CLARK LAW FIRM, P.C. E-mail: maidalawfirm@gt.rr.com In re Touch Titan Labs, LLC Bankr. E.D. Tex. Case No. 18-40344 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/txeb18-40344.pdf represented by: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC E-mail: hspector@spectorjohnson.com In re Touch Titans, LLC Bankr. E.D. Tex. Case No. 18-40345 Chapter 11 Petition filed February 21 2018 See http://bankrupt.com/misc/txeb18-40345.pdf represented by: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC E-mail: hspector@spectorjohnson.com In re Robert Eric Spector Bankr. D. Ariz. Case No. 18-01643 Chapter 11 Petition filed February 22, 2018 represented by: Chris D. Barski, Esq. BARSKI LAW PLC E-mail: cbarski@barskilaw.com In re 360 TWENTY FOUR 7 Bankr. C.D. Cal. Case No. 18-11964 Chapter 11 Petition filed February 22, 2018 See http://bankrupt.com/misc/cacb18-11964.pdf represented by: Wayne W. Suojanen, Esq. SUOJANEN LAW OFFICE E-mail: billsuojanen@gmail.com In re Thomas Anthony Moran, Jr. Bankr. S.D. Cal. Case No. 18-00981 Chapter 11 Petition filed February 22, 2018 Filed Pro Se In re Pamela Christine Harrison Bankr. N.D. Ind. Case No. 18-30188 Chapter 11 Petition filed February 22, 2018 represented by: Jay Lauer, Esq. E-mail: jay@jaylauerlaw.com In re FR/PG/ODE/STP ST TRUST Bankr. D. Md. Case No. 18-12263 Chapter 11 Petition filed February 22, 2018 See http://bankrupt.com/misc/mdb18-12263.pdf represented by: Robert W. Thompson, Esq. E-mail: rwt01754@yahoo.com In re Michael Kalfus and Robin Kalfus Bankr. D.N.J. Case No. 18-13396 Chapter 11 Petition filed February 22, 2018 represented by: John J. Scura, III, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: jscura@scuramealey.com In re Elizabeth Juanita Johnson Bankr. D.N.J. Case No. 18-13412 Chapter 11 Petition filed February 22, 2018 represented by: John J. Scura, III, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: jscura@scuramealey.com In re Roberson Ltd dba Park Hill Family Practice Bankr. D. Nev. Case No. 18-10903 Chapter 11 Petition filed February 22, 2018 See http://bankrupt.com/misc/nvb18-10903.pdf represented by: Thomas E. Crowe, Esq. THOMAS E. CROWE PROFESSIONAL LAW CORPORATION E-mail: tcrowe@thomascrowelaw.com In re Donald R. Webb and Tami Webb Bankr. D. Nev. Case No. 18-10905 Chapter 11 Petition filed February 22, 2018 represented by: Thomas E. Crowe, Esq. THOMAS E. CROWE PROFESSIONAL LAW CORPORATION E-mail: tcrowe@thomascrowelaw.com In re Quincy St III Corp., Bankr. S.D.N.Y. Case No. 18-22294 Chapter 11 Petition filed February 22, 2018 See http://bankrupt.com/misc/nysb18-22294.pdf represented by: Leo Fox, Esq. E-mail: leofox1947@aol.com In re Daniel V. Suciu and Cristina N. Suciu Bankr. W.D. Wash. Case No. 18-10794 Chapter 11 Petition filed February 22, 2018 represented by: Jonathan S Smith, Esq. ADVANTAGE LEGAL GROUP E-mail: jonathan@advantagelegalgroup.com ********* 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 ***