/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180306.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 6, 2018, Vol. 22, No. 64 Headlines 11380 SMITH: Hires Brown Dunning as Special Litigation Counsel 2275 NE 120: Hires Investment Group as Real Estate Broker 3714 EVANS: Must File Plan and Disclosures Before May 7 8133 LEESBURG: Hires Millichap Real as Real Estate Broker ABEINSA HOLDING: Rioglass Bid to Clarify Court Order Partly Granted ACEMLA DE PUERTO RICO: Plan Confirmation Hearing Set for March 20 ALL STAR MEDICAL: Latest Plan Proposes to Pay Unsecureds 15%-25% ALLY FINANCIAL: Appoints Jennifer LaClair as New CFO AMEJ CORPORATION: Hires Eric A. Liepins as Counsel AMERICAN AXLE: Fitch Affirms BB- Long-Term IDR; Outlook Stable APOLLO ENDOSURGERY: Posts $27.3 Million Net Loss in 2017 AVOLON HOLDINGS: Fitch Assigns BB IDR & Rates $500MM Unsec Notes BB AVOLON HOLDINGS: Moody's Rates New $500MM Sr. Unsecured Notes Ba3 AVOLON HOLDINGS: S&P Affirms BB+ CCR & Rates New Unsec. Notes 'BB' BAL HARBOUR: Receiver Proposes Special Litigation Counsel BLACKSMITH SQUARE: Hires Carrow Real as Real Estate Broker BO EX VENTURES: March 29 Plan Confirmation Hearing BP CHANEY: Hires Northern Realty as Real Estate Broker BRION'S RESTAURANT: Case Summary & 20 Largest Unsecured Creditors C & D FRUIT: Hires Stichter Riedel as Counsel CAMBER ENERGY: Will Effect 1-for-25 Reverse Stock Split COBALT INTERNATIONAL: Reports Net Loss of $968 Million in 2017 COGENT COMMUNICATIONS: Moody's Hikes Corporate Family Rating to B2 CONTINENTAL RESOURCES: Moody's Hikes CFR to Ba2; Outlook Positive COPSYNC INC: Reaches Deal with Kologik on $600K Claim Transfer DAILY GAZETTE: Trustee Unable to Appoint Committee DANIEL EKE: U.S. Trustee Unable to Appoint Committee DOCASA INC: Changes Fiscal Year End to Dec. 31 ENUMERAL BIOMEDICAL: Creditors May Get Nothing Under Exit Plan ENVIRO BUILDERS: April 4 Plan Confirmation Hearing FINJAN HOLDINGS: Settles with Symantec for $65 Million FSA INC: Hires Lamey Law Firm as Counsel GENERAL NUTRITION: Moody's Hikes Corporate Family Rating to B3 GOLD AND GREEN: Voluntary Chapter 11 Case Summary GOODWILL INDUSTRIES: Hires FTI Consulting as Financial Advisor GOODWILL INDUSTRIES: Hires Greenberg Traurig as Special Counsel GREEN TERRACE: Hires Genovese Joblove as Bankruptcy Counsel GREER APPLIANCE: Plan Outline Okayed, Plan Hearing on March 20 HCR MANORCARE: Case Summary & 30 Largest Unsecured Creditors HCR MANORCARE: Files for Chapter 11 in Delaware with QCP Deal HCR MANORCARE: Former CEO Ormond Due $116.7 Million HCR MANORCARE: Terms of Restructuring Deal with Carlyle et al. HEAVEN'S TREASURES: Case Summary & 20 Largest Unsecured Creditors HEXION INC: Widens Net Loss to $234 Million in 2017 HIGH PLAINS COMPUTING: Files Second Amended Plan Outline HOMEROOMS INC: Sale of Louisiana Hotel to Fund Proposed Plan HRG GROUP: Moody's Puts B3 CFR Under Review for Upgrade HUMANIGEN INC: Cheval Holdings Hikes Stake to 43.9% as of March 1 IHEARTCOMMUNICATIONS INC: Elects Not to Pay $138M Notes Interest IHEARTMEDIA INC: GSO Sells Debt to Liberty Media IHEARTMEDIA INC: Lenders Agree to Forbearance Thru March 7 IHEARTMEDIA INC: Terms of Company's Draft Restructuring Proposal INTERNATIONAL PLACE: Taps Marcus & Millichap as Broker JLF 114 LIBERTY: Voluntary Chapter 11 Case Summary K-MAC HOLDINGS: Moody's Assigns B3 Corporate Family Rating KAR AUCTION: Moody's Puts B1 CFR Under Review for Downgrade KERR-ALBERT OFFICE: Hires Wernette Heilman as Counsel LAKESHORE PROPERTIES: To Pay MLIC, Metlife Loans in 3 Years LDJ ENTERPRISE: Hires John R.B. Braddock as Accountant LENEXA HOTEL: Court Decision to Dismiss Chapter 11 Case Remains LIFESTAT AMBULANCE: Wants Plan Filing Extended to April 30 LIGNUS INC: Latest Plan to Pay Unsecured Creditors in 8 Years LUPETTO INC: Hires Becker & Poliakoff as Counsel MANLEY TOYS: Bankruptcy Court Junks Aviva Bid for Stay Relief MARKPOL DISTRIBUTORS: Case Summary & 20 Top Unsecured Creditors MASSENGILL INVESTMENTS: Hires Scarborough & Fulton as Counsel MEDOVEX CORP: Obtains $305,000 From Sale of Securities MERITAGE HOMES: Fitch Rates $300MM Sr. Unsecured Notes 'BB' MERITAGE HOMES: S&P Rates New $300MM Unsecured Notes 'BB' MESOBLAST LIMITED: Posts H1 Net Profit of $6.7 Million MORNINGSTAR MARKETPLACE: Case Summary & Unsecured Creditor MOTORS LIQUIDATION: Forbearance Agreement With New GM Expires MUSCLEPHARM CORP: Drexler Remains as President, CEO & Chairman MY PERSONAL ADVISOR: Hires David A. Scholl as Counsel NATIONAL AMUSEMENTS: S&P Affirms 'B+' CCR, Outlook Stable NATIONAL ORTHOPEDICS: Court Directs U.S. Trustee to Appoint PCO NEWALTA CORP: Moody's Puts Caa1 CFR On Review for Upgrade NON-SURGICAL WELLNESS: Hires William Firm as Bankruptcy Counsel OMEROS CORP: Incurs $53.5 Million Net Loss in 2017 ORWELL TRUMBULL: Hires Chiron Financial as Investment Banker PATRIOT NATIONAL: Files Amended Disclosure Statement PHASERX INC: Changes Case Caption to PZ Wind Down Inc. Q&C PROPERTIES: Hires Piercy Bowler as Accountant QEP RESOURCES: Fitch Puts 'BB' IDR on Watch Negative QEP RESOURCES: S&P Puts 'BB+' CCR on CreditWatch Negative QUALITY CARE: Delays Filing of Annual Report, Cites HCP Bankruptcy QUALITY CARE: Needs More Time to Complete Its Form 10-K QUALITY CARE: To Buy 100% of HCR ManorCare in Prepack Chapter 11 QUEST SOLUTION: Settles Debts with the Marins, Thomet and Zicman QUIDDITCH ACQUISITION: Moody's Rates New $238MM Bank Loans B3 RES-CARE INC: S&P Affirms Then Withdraws 'B+' Corp Credit Rating SALSGIVER INC: Case Summary & 20 Largest Unsecured Creditors SEADRILL LTD: Reaches Separate Deals with Samsung & Daewoo SEASTAR HOLDINGS: Committee Hires Bayard as Counsel SEASTAR HOLDINGS: Committee Hires Gavin/Solmonese as Fin'l Advisor SEVEN STARS: Expects Full-Year 2017 Revenue of $125M to $144M SILO NAIL: April 4 Plan and Disclosure Statement Hearing SKIP ONE SEAFOOD: Hires Leon A. Williamson as Counsel SPECTRUM BRANDS: Moody's Affirms B1 CFR & Revises Outlook to Stable TD MANUFACTURING: Proposes Plan to Exit Chapter 11 Protection TERVITA CORP: Moody's Affirms B1 CFR After Proposed Newalta Merger TERVITA CORP: S&P Puts 'B' CCR on Watch Pos. Amid Newalta Merger TITAN ENERGY: Appoints Christopher Walker as COO TIVO CORP: Strategic Alternatives No Impact on Moody's Ba3 Rating VILLAGE VENTURE: Hires Neil Denman as Accountant W. W. CONSTRUCTION: Taps Vanden Bos & Chapman, LLP as Attorney WESTAMPTON COURTS: Disclosure Statement Hearing Set for March 20 WILLIAMS SEAFOOD: Disclosure Statement Hearing Set for March 29 WORLD ACCEPTANCE: S&P Affirms 'B+' ICR, Outlook Still Negative YOSKAR LIQUORS: Wants Plan Filing Deadline Moved to May 29 Z-1 MANAGEMENT: Voluntary Chapter 11 Case Summary [] Alan Friedman Joins Shulman Hodges' Chapter 11 Practice [] Retailer Bankruptcy Filings Expected to Continue in 2018 [^] Large Companies with Insolvent Balance Sheet ********* 11380 SMITH: Hires Brown Dunning as Special Litigation Counsel -------------------------------------------------------------- 11380 Smith Rd. LLC seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Brown Dunning Walker PC as special litigation counsel to the Debtor. 11380 Smith requires Brown Dunning to: -- provide representation to and for the interests of those parties in litigation, including contested matters and adversary proceedings, arising from or in, or related to, the petition or the bankruptcy proceedings; and -- provide such representation including the investigation of potential claims held by the Debtor and the estate, and if appropriate, the prosecution thereof. Brown Dunning will be paid at these hourly rates: Douglas W. Brown, Partner $375 Neal K. Dunning, Partner $375 David C. Walker, Partner $375 Associates $200 to $250 Paralegals $125 Brown Dunning will be paid a retainer in the amount of $10,000. Brown Dunning will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas W. Brown, partner of Brown Dunning Walker PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Brown Dunning can be reached at: Douglas W. Brown, Esq. BROWN DUNNING WALKER PC 2000 South Colorado Blvd., Suite 700 Denver, CO 80222 Tel: (303) 329-3363 Fax: (303) 393-8438 E-mail: dbrown@bdwfirm.com About 11380 Smith Rd. LLC 11380 Smith Rd LLC listed itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 11380 Smith Road Aurora, Colorado, with an estimated value of $6.50 million. The Company posted gross revenue of $229,240 in 2017 and gross revenue of $641,084 in 2016. 11380 Smith Rd LLC filed a Chapter 11 petition (Bankr. D. Col. Case No. 18-10965) on Feb. 13, 2018. In the petition signed by Louis Hard, manager/member, the Debtor disclosed $9.13 million in total assets and $4.76 million in total liabilities. The Hon. Thomas B. McNamara presides over the case. Jeffrey Weinman, Esq. at Weiman & Associates, P.C., is the Debtor's bankruptcy counsel. Brown Dunning Walker PC, is the special counsel. 2275 NE 120: Hires Investment Group as Real Estate Broker --------------------------------------------------------- 2275 NE 120 Street, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Investment Group Realty Company, as real estate broker to the Debtor. 2275 NE 120TH requires Investment Group to market and sell the Debtor's real property located at 2275 NE 120 St., Miami, FL 33181. Investment Group will be paid a commission of 6% of the total sales price. Martha Vias, member of Investment Group Realty Company, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Investment Group can be reached at: Martha Vias INVESTMENT GROUP REALTY COMPANY 814 Ponce De Leon, Blvd, Suite 201 Coral Gables, FL 33134 Tel: (305) 496-6396 About 2275 NE 120TH Street 2275 NE 120 Street, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-11110) on Jan. 29, 2018. The Debtor hired Peter Spindel, Esq., PA, as counsel. 3714 EVANS: Must File Plan and Disclosures Before May 7 ------------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida ordered 3714 Evans LLC to file a plan and disclosure statement on or before May 7, 2018. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Disclosure Statement is timely filed, the Court will review its adequacy. If the Disclosure Statement is found to be adequate, the Court will enter an order of conditional approval, establishing pertinent deadlines and scheduling the Consolidated Hearing. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case. About 3714 Evans LLC Based in Fort Myers, Florida 3714 Evans LLC is a privately held company listing itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00852) on Feb. 5, 2018, with estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Kenneth Berdick, principal. The Debtor is represented by Charles R. Hayes, Esq. of the Law Office of Charles R. Hayes, P.A. 8133 LEESBURG: Hires Millichap Real as Real Estate Broker --------------------------------------------------------- 8133 Leesburg Pike, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Marcus & Millichap Real Estate Investment Services, Inc., as real estate broker to the Debtor. 8133 Leesburg requires Millichap Real to provide commercial real estate brokerage services for the sale of the Debtor's real property located at 8133 Leesburg Pike, Vienna, Virginia. Millichap Real will be paid a commission of 1.25% of the gross purchase price of the property. Bryn Merrey, member of Millichap Real Estate Investment Services, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Millichap Real can be reached at: Bryn Merrey MILLICHAP REAL ESTATE INVESTMENT SERVICES, INC. 7200 Wisconsin Ave., Suite 1101 Bethesda, MD 20814 Tel: (202) 536-3700 About 8133 Leesburg Pike 8133 Leesburg Pike, LLC, is the owner of the real property located at 8133 Leesburg Pike, Vienna, Virginia, improved by a multi-floor, 148,482 square foot, office building built in 1981 and acquired by the company in December 2002. It is the Debtor's goal and expectation in filing its Chapter 11 case to sell the Property at a price sufficient to pay in full all of the Debtor's secured and unsecured debt. 8133 Leesburg Pike, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 18-10432) on Feb. 6, 2018. The Debtor hired Hirschler Fleisher as counsel. Marcus & Millichap Real Estate Investment Services, Inc., is the real estate broker. ABEINSA HOLDING: Rioglass Bid to Clarify Court Order Partly Granted ------------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware granted in part and denied in part Rioglass Solar, Inc.'s motion for limited consideration or clarification of an order of the Court entered on July 13, 2017. On March 29, 2016, Debtors Abeinsa Holding, Inc., including Abener Teyma Mojave General Partnership, filed for Chapter 11 bankruptcy petitions. On Dec. 15, 2016, the Court entered an Order confirming the Debtors' Modified First Amended Plans of Reorganization and Liquidation. The Plan became effective on March 31, 2017. Also on March 31, 2017, the Reorganizing Debtors, including ATMGP, entered into an agreement with Drivetrain, LLC-- the Litigation Trustee -- that assigned certain claims of those Debtors to the Litigation Trust. On July 11, 2016 ATMGP filed arbitration proceedings against Rioglass before the International Chamber of Commerce asserting breach of contract claims under the Supply Agreement and claiming liquidated damages of $2.7 million arising from Rioglass' alleged late deliveries. The parties dispute, strongly, how to characterize the parties' interactions attempting to bring the Trust into the Arbitration after the Plan's Effective Date. On May 30, 2017, the Reorganized Debtor and the Trustee filed a joint motion in the Court for entry of an Order (i) enforcing the terms of the Confirmation Order and Plan to compel Rioglass to consent to withdrawal of the Reorganized Debtor's arbitration action and cease prosecution of claims against the Reorganized Debtor, and (ii) for an award of (A) actual damages and (B) sanctions. On May 31, 2017, the Trustee filed an adversary complaint Court against Rioglass asserting breach of contract claims under the Supply Contract. After reviewing the parties' submissions, the Court entered an Order on July 13, 2017, which combined portions of the proposed forms of order, providing in relevant part that: (1) "The [Trust] should be substituted as the sole claimant in ICC Case No 22103 .. and [Rioglass] shall be the sole respondent"; (2) ATMGP "shall withdraw as a claimant in and shall not in any respect be a party to the First Arbitration . . ."; (3) the Adversary Proceeding "shall be stayed pending the final resolution and determination of the First Arbitration, provided however that Rioglass may apply to lift such stay for the purpose of seeking discovery from ATMGP . . ." and (4) the [Second Arbitration] "shall promptly be withdrawn . . ." and "[s]ubj ect to paragraph 5 [sic] of this Order, each party shall bear its own costs and expenses, and no party shall seek or make any application for costs or damages, including attorneys' fees, in connection with the Second Arbitration." On July 27, 2017, Rioglass filed its Motion asking the Court to reconsider or clarify the July Order regarding three issues. The first issue asserts that portions of the July Order that reference paragraph 5, should, instead, reference paragraph 4. Second, Rioglass asks the Court to clarify that it may assert a damages claim against the Trust in the Arbitration arising from the Trust's filing of the Adversary Proceeding, which Rioglass argues breaches the agreement to arbitrate all Disputes. Third, Rioglass asks the Court to clarify that the July Order allows the Arbitration Tribunal to decide whether the Trust should be added to the Arbitration by substitution or joinder. Except for the paragraph number references, the Trust and ATMGP forcefully object to the relief requested in the Rioglass Motion. The first issue in this matter is easily resolved. The two references in the July Order to paragraph 5, which should refer to paragraph 4, are typographical errors that will be corrected in the form of Order entered on the Rioglass Motion. The Rioglass Motion points out flaws in the July Order that the Court should clarify to prevent any manifest injustice that could result due to any confusion about the Court's decision. There is no dispute that the Supply Agreement between ATMGP and Rioglass contained an arbitration provision. In their attempt at settlement, the parties agreed that they could apply to the Arbitration Tribunal for costs, including costs associated with the discontinued arbitration and the Adversary Proceeding. However, the settlement broke down when the parties tried to document their different interpretations of the term "costs." The Trust and ATMGP argue that they intended to preserve the ability to apply under ICC Rules for an award of costs in favor of the prevailing party. Rioglass, on the other hand, argues that it intended to preserve its right to assert a damage claim for attorneys' fees and costs incurred in responding to the Adversary Proceeding which, it argues, was filed in violation of the Supply Contract's arbitration provision. Rioglass argues that case law permits claims for damages that arise when a party initiates suit in violation of arbitration provision or forum selection clause. As the parties could not reach agreement as to the meaning of "costs" and in light of the presumption in favor of arbitrability, the Court will revise the July Order to delete the exclusion of any claims for costs related to the Adversary Proceeding. Instead, if Rioglass asserts such a claim, the Arbitration Tribunal can decide whether a damage claim based upon responding to the Adversary Proceeding is appropriate or has any merit. Rioglass similarly argues that the July Order should be clarified to note that use of the word "substituted" in paragraph 2 was not intended to dictate the appropriate filings and procedures that should be taken to change the parties in the Arbitration. Rioglass continues to claim that ICC Rules require that the Trust be added as a party to the Arbitration through joinder. The Trust and ATMGP argue in response that the Court properly ordered the Trust's substitution in the Arbitration for ATMGP based upon language in the Plan, Confirmation Order and the Litigation Trust Agreement. Further, the Trust and ATMGP assert that "the Arbitral Tribunal had no difficulty interpreting this Court's Order [and] issued its own order on July 19 stating that the Trust would be substituted as the sole claimant." No evidence to the contrary was offered by Rioglass. This issue is now moot. A full-text copy of Judge Carey's Opinion dated Feb. 26 is available at: http://bankrupt.com/misc/deb16-10790-1742.pdf About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. They listed $1 billion to $10 billion in both assets and liabilities. Abener Teyma Hugoton General Partnership and five other entities filed separate Chapter 11 petitions on April 6, 2016; and Abengoa US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC filed Chapter 11 petitions on April 7, 2016. The cases are consolidated under Lead Case No. 16-10790. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT & TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane Johnson, Esq. Delaware Bankruptcy Judge Kevin J. Carey in December 2016 confirmed Abeinsa Holding Inc. and its affiliates' Chapter 11 plans. ACEMLA DE PUERTO RICO: Plan Confirmation Hearing Set for March 20 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plans of reorganization filed by ACEMLA De Puerto Rico Inc. and Latin American Music Co., Inc. at a hearing on March 20. The court will also consider at the hearing final approval of the companies' disclosure statements, which it conditionally approved on Feb. 15. Creditors are required to file their objections and cast their votes accepting or rejecting the plans three days prior to the hearing. About ACEMLA de Puerto Rico Inc. ACEMLA de Puerto Rico Inc. is one of the four "Performance Rights Organization" (PRO), in the United States and No. 76 in the CISAC world roster. It controls and licenses LAMCO's non-exclusive performance rights and those of its affiliate music publisher's editors and composers. This institution was created to defend the Latin composer's rights in the United States and the world, and it is as such that in 1985, by an appeal presented before the highest federal court in this country, against a decision of the Copyright Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and since then ACEMLA operates as the fourth society, or a performance Rights Society (PRO), in the United States. ACEMLA de Puerto Rico Inc. and Latin American Music Co Inc. filed Chapter 11 petitions (Bankr. D.P.R. Case Nos. 17-02021 and 17-02023) on March 24, 2017. The Hon. Enrique S. Lamoutte Inclan presides over the cases. Gratacos Law Firm, PSC, serves as bankruptcy counsel. In its petition, ACEMLA estimated assets of less than $500,000 and liabilities of $1 million to $10 million. LAMCO estimated assets and liabilities of less than $1 million. A list of ACEMLA's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/prb17-02021.pdf ALL STAR MEDICAL: Latest Plan Proposes to Pay Unsecureds 15%-25% ---------------------------------------------------------------- All-Star Medical, Inc. filed with the U.S. Bankruptcy Court for the District of Alabama a third amended disclosure statement in connection with its third amended Chapter 11 plan of reorganization dated Feb. 26, 2018. The latest plan provides a 60 month Pro Forma Budget that estimates the Debtor's income and expenses on a going forward basis. This Budget also includes the debt service payments scheduled to be made to both secured and priority unsecured creditors. The Debtor believes that this Pro Forma Budget presents the reader with a reasonable estimate of its income and expenses over the life the Plan. The Budget supports confirmation of the Debtor's plan because it shows that the Plan as proposed is feasible. For instance, based on the Pro Forma Budget, the Debtor's income and expenses including plan payments show a net income of $10,076 at the end of year one and $78,449 at the end of year five. Although payments to unsecured creditors are not specifically scheduled, the resulting projected net income is sufficient to support the Debtor's estimated pro rata payments to unsecured creditors. Allowed general unsecured creditors in Class 2 will now receive a distribution equal to no less than 15% percent and as high as 25% of their Allowed Claim over a period of five years from the Effective Date of the Plan. The actual amount paid to unsecured creditors will vary since Allowed Unsecured Claims are paid on a pro-rata basis once all Allowed Unsecured Claims are determined. Allowed Claims in this class shall receive monthly payments starting on the Effective Date of the Plan over a period of sixty consecutive months. These payments will be weighted so that the majority of the payments made to creditors in this class will be made during years 2-5 of the Debtor's plan. The previous version of the plan proposed to pay general unsecured creditors a distribution of only 10%. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/alnb17-82507-11-117.pdf A full-text copy of the Third Amended Plan is available at: http://bankrupt.com/misc/alnb17-82507-11-118.pdf About All Star Medical All Star Medical, LLC -- http://www.allstarmedical.com/-- is a locally owned and operated medical equipment company located in Albertville, Cullman, Huntsville and Madison, Alabama. It is a durable medical equipment company. It provides home medical equipment and medical supplies like respiratory equipment, wheelchairs, hospital beds and medical supplies to patients throughout north Alabama. It has offices in Albertville, Cullman, Huntsville, and Madison. Its main office is located at 2407 South Memorial Parkway, Huntsville, Alabama 35805. All Star Medical filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 17-82507) on Aug. 24, 2017. In the petition signed by Philip Garmon, owner, the Debtor disclosed $1.37 million in total assets and $2.12 million in total liabilities. The Hon. Clifton R. Jessup Jr. presides over the case. Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, serves as the Debtor's bankruptcy counsel. ALLY FINANCIAL: Appoints Jennifer LaClair as New CFO ---------------------------------------------------- Following the retirement of Christopher A. Halmy as chief financial officer of Ally Financial Inc., Jennifer A. LaClair was appointed as chief financial officer of Ally effective March 1, 2018. In connection with her appointment as chief financial officer designate of Ally effective Dec. 18, 2017, Ms. LaClair had received (1) $550,000 in cash, (2) under the Ally Financial Inc. Incentive Compensation Plan, amended and restated effective as of May 2, 2017 (ICP), $500,000 in restricted stock awards that will vest one-half on the first anniversary of the grant date and one-half on the second anniversary of the grant date, in each case, subject to her continued employment through that time, and (3) relocation benefits. In addition, in consideration of that appointment, Ms. LaClair in January 2018 had been awarded (a) under the Ally Financial Inc. Annual Incentive Plan, amended effective Jan. 1, 2017 (AIP), $775,000 in cash, (b) under the ICP, $687,500 in restricted stock awards that will vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date, in each case, subject to her continued employment through that time, and (c) under the ICP, $687,500 in performance-based restricted stock units (assuming attainment of the related performance goals at the target) that will vest in whole on the third anniversary of the grant date subject to the attainment of the related performance goals and her continued employment through that time. Ms. LaClair is scheduled to receive, during 2018, an annual base salary of $600,000 as well as benefits and perquisites generally available to named executive officers other than Ally's chief executive officer. Ms. LaClair's target incentive compensation for performance in 2018 is $775,000 in cash, $687,500 in restricted stock units, and $687,500 in performance-based restricted stock units under the AIP, the ICP, and the Ally Financial Inc. Executive Performance Plan, amended and restated effective as of Jan. 1, 2018, in each case, if and as applicable at the time. About Ally Financial Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital financial services company and a top 25 U.S. financial holding company offering financial products for consumers, businesses, automotive dealers and corporate clients. Ally's legacy dates back to 1919, and the company was redesigned in 2009 with a distinctive brand, innovative approach and relentless focus on its customers. Ally has an award-winning online bank (Ally Bank Member FDIC and Equal Housing Lender), which offers deposit, mortgage and credit card products, one of the largest full service auto finance operations in the country, a complementary auto-focused insurance business, a growing digital wealth management and online brokerage platform, and a trusted corporate finance business offering capital for equity sponsors and middle-market companies. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake while allowing private equity firm Cerberus Capital Management LP to keep 14.9 percent, and General Motors Co. owning 6.7 percent. Ally Financial reported net income of $929 million on $8.32 billion of total financing revenue and other interest income for the year ended Dec. 31, 2017, compared to net income of $1.06 billion on $8.30 billion of total financing revenue and other interest income for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Ally Financial had $167.14 billion in total assets, $153.65 billion in total liabilities and $13.49 billion in total equity. AMEJ CORPORATION: Hires Eric A. Liepins as Counsel -------------------------------------------------- AMEJ Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C., as counsel to the Debtor. AMEJ Corporation requires Eric A. Liepins to represent the Debtor in the Chapter 11 bankruptcy proceedings. Eric A. Liepins will be paid at these hourly rates: Attorneys $275 Paralegals $30 to $50 Eric A. Liepins will be paid a retainer in the amount of $50,000. Eric A. Liepins will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, a partner at Eric A. Liepins, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Eric A. Liepins can be reached at: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Amej Corporation Amej Corporation, based in Bridgeport, Texas, is a gasoline service station primarily engaged in selling gasoline and lubricating oils. The Company also sells other merchandise, such as tires, batteries, and other automobile parts, or perform minor repair work. AMEJ Corporation, based in Bridgeport, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-40682) on Feb. 21, 2018. The Hon. Russell F. Nelms presides over the case. In the petition signed by Cindy Tak, secretary, the Debtor estimated $1 million to $10 million in both assets and liabilities. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as bankruptcy counsel to the Debtor. AMERICAN AXLE: Fitch Affirms BB- Long-Term IDR; Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term (LT) Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary at 'BB-'. In addition, Fitch has affirmed the ratings on AAM's secured revolving credit facility, secured term loan A and secured term loan B at 'BB+'/'RR1'. Fitch has affirmed the ratings on AAM's senior unsecured notes at 'BB-'/'RR4'. The Rating Outlooks for both AXL and AAM are Stable. KEY RATING DRIVERS AXL's ratings reflect the auto supplier's strong margins and the increased scale and diversity of its book of business following its acquisition of Metaldyne Performance Group Inc. (MPG) in April 2017, set against a backdrop of significantly increased post-acquisition leverage. Following the acquisition, the breadth of AXL's product offerings increased, with the company adding powertrain components and metal castings to its existing driveline and metal-formed products. More importantly, AXL has diversified its customer base, with sales to General Motors Company (GM) now comprising less than half of the company's revenue, down from 68% in 2016. The acquisition has also increased the geographic diversification of the company's business, in particular by providing AXL with a larger presence in Europe than it previously had. In addition to the benefits of the acquisition, AXL continues to work on the new driveline technologies that it had been developing prior to the acquisition, in order to diversify its business away from its traditional driveline products for light-duty trucks. These products include the EcoTrac disconnecting all-wheel drive (AWD) system for passenger cars and crossover utility vehicles (CUVs) and the e-AAM electric drive system for electric and hybrid vehicles. The latter system will be used to provide the motive power for an upcoming electric CUV, and the company recently announced that another manufacturer has chosen it for use in a hybrid passenger car. AXL also continues to develop its QUANTUM lightweight driveline products for passenger cars and light trucks. Despite the increased diversification, Fitch continues to have several rating concerns. Notably, despite its enhanced diversification, AXL remains heavily exposed to the North American light truck market, particularly with GM, making it sensitive to any changes in that company's light-truck production. This risk will be heightened in the near term as GM is in the process of introducing entirely new full-size trucks and SUVs over the next several years. The light-duty driveline market is also characterized by heavy competition, which is likely to persist going forward. A few other suppliers offer driveline technologies similar to AXL's, and some auto manufacturers produce their own driveline components in-house. Also, although AXL is increasing its exposure to electrified vehicles, it remains a small player in that market, and some of its powertrain products could see a decline in demand over time as vehicle electrification becomes more widespread. AXL's leverage increased significantly following the MPG acquisition as the company issued new debt to pay for a portion of the acquisition and to refinance MPG's pre-acquisition debt. AXL announced at the time of the acquisition that it planned to use FCF to reduce debt following the acquisition, with a net leverage target of 2x by year-end 2019. As such, Fitch expects AXL's EBITDA leverage to decline over the next couple of years as the company works toward its 2x net leverage target by using excess cash to repay debt. Leverage will also decline once a full year's worth of MPG's EBITDA is included in the calculation. Fitch expects gross EBITDA leverage (debt/Fitch-calculated EBITDA) to decline to the low-3x range by year-end 2018 and to the high-2x range by year-end 2019. Fitch expects the leverage reduction will be driven by both lower debt and modest growth in EBITDA. Fitch expects FFO adjusted leverage to decline to the high-3x range by year-end 2018 and the low-3x range by year-end 2019. At year-end 2017, AXL had $4.1 billion in debt, resulting in EBITDA leverage of 3.5x and FFO adjusted leverage of 4.7x, although both leverage figures were elevated as they included only about nine months of MPG's EBITDA and FFO. Fitch expects AXL to produce solidly positive FCF over the intermediate term, with FCF margins generally running in the low- to mid-single-digit range. Fitch expects capital spending as a percentage of revenue to run at about 8% in 2018, and then to decline over next several years toward more normalized levels near 6%. Elevated capital spending in the near term will be driven primarily by investments to support the company's backlog of new business. FCF in the LTM ended Dec. 31, 2017 was $156 million, equal to a 2.5% FCF margin. However, this was lower than the expected long-term run rate due to cash expenses tied to operational restructuring and merger integration activities, as well as elevated capital spending that was 7.8% of LTM revenue. FCF in the period also included only nine months of MPG-related FCF. AXL's pension plans remain relatively well funded. At year-end 2017, the company's plans were 83% funded, with an unfunded status of only $122 million. The company contributed $4.4 million to its pension plans in 2017, and it expects required contributions to total about $2 million in 2018. Given AXL's liquidity position and FCF prospects, Fitch does not currently view the company's pension plans as a meaningful credit risk. The Recovery Rating of 'RR1' assigned to AAM's secured revolving credit facility and term loans reflects their collateral coverage, which includes virtually all the assets of AXL, AAM and certain guarantor subsidiaries, leading to expected recovery prospects in the 90% to 100% range in a distressed scenario. The Recovery Rating of 'RR4' assigned to AAM's senior unsecured notes reflects Fitch's expectation that recovery prospects would be average, in the 30% to 50% range, in a distressed scenario. DERIVATION SUMMARY AXL has a relatively strong market position focusing primarily on light vehicle driveline and powertrain components. It also has a strong competitive position manufacturing castings and metal-formed parts. AXL's revenue roughly doubled following its acquisition of MPG, but at about $7 billion on an annual basis, it remains moderately sized compared with the global auto supplier base. However, it is now similar in size to Dana Incorporated, which is one of AXL's primary competitors. Leverage following the MPG acquisition is elevated relative to other 'BB'-category auto suppliers, including Dana, Tenneco Inc. (BB+/Stable), Delphi Technologies PLC (BB/Stable) and The Goodyear Tire & Rubber Company (BB/Stable). Partially mitigating concerns over AXL's leverage are its profitability and FCF performance, with expected long-term EBITDA margins in the high-teens and FCF margins in the mid-single-digits. Both measures are relatively strong for the rating category and for auto suppliers, in general. AXL remains focused on leverage reduction, and Fitch expects the company will use available FCF to reduce debt over the next several years. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- U.S. light vehicle sales plateau in the mid-16 million to low- 17 million unit range for the next several years, while global sales continue to rise modestly in the low-single-digit range; -- EBITDA margins remain strong, in the 17% to 18% range, over the next several years; -- Capital spending runs at about 8% of revenue in 2018, then trends toward 6% over the next several years; -- FCF remains solidly positive, with FCF margins in the low- to mid-single-digit range; -- Debt declines as the company works toward its 2x net leverage target; -- Any excess cash is used to repay debt. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action: -- Sustained FCF margins of 4% or higher; -- Sustained EBITDA leverage below 3x; -- Sustained FFO adjusted leverage in the low 3x range. Future developments that may, individually or collectively, lead to a negative rating action: -- Significant disruptions or inefficiencies resulting from acquisition integration issues; -- Sustained EBITDA leverage above 3.5x; -- Sustained FFO adjusted leverage above 4x; -- A sustained decline in the EBITDA margin to below 12%; -- Sustained FCF margins below 2%. LIQUIDITY Fitch expects AXL's liquidity to remain adequate over the intermediate term. As of Dec. 31, 2017, AXL had $377 million in consolidated cash and cash equivalents, augmented by $866 million of availability on its $900 million secured revolver (after accounting for $34 million in letters of credit backed by the facility). Fitch estimates that about 76% of the company's cash and cash equivalents were located outside the U.S. at Dec. 31, 2017. Based on its criteria, Fitch treats a portion of non-U.S. cash, as well as and cash needed to cover seasonal needs and other obligations, as "not readily available" for purposes of calculating net metrics. Fitch had previously treated all non-U.S. cash as "not readily available". However, with the passage of the U.S. Tax Cuts and Jobs Act, going forward, Fitch will treat the portion of non-U.S. cash needed to cover repatriation taxes as "not readily available". In its forecasts, Fitch has treated $92 million of AXL's consolidated cash as "not readily available", which is Fitch's estimate of cash needed to cover both seasonality and the repatriation tax. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: American Axle & Manufacturing Holdings, Inc. -- Long-term IDR at 'BB-'. American Axle & Manufacturing, Inc. -- Long-term IDR at 'BB-'; -- Secured revolving credit facility rating at 'BB+'/'RR1'; -- Secured term loan A at 'BB+'/'RR1'; -- Secured term loan B rating at 'BB+'/'RR1'; -- Senior unsecured notes rating at 'BB-'/'RR4'. APOLLO ENDOSURGERY: Posts $27.3 Million Net Loss in 2017 -------------------------------------------------------- Apollo Endosurgery, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $27.29 million on $64.31 million of revenues for the year ended Dec. 31, 2017, compared to a net loss of $41.16 million on $64.65 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Apollo Endosurgery had $109.06 million in total assets, $59.14 million in total liabilities and $49.91 million in total stockholders' equity. Total Endo-bariatric sales increased 13% to $35.9 million in 2017, compared to $31.9 million in 2016, comprising 56% of total revenue in 2017 compared to 49% in 2016. Excluding U.S. Orbera starter kit sales, total Endo-bariatric sales increased 27% for the year. Total OUS Endo-bariatric product sales increased 32%, or $5.2 million in 2017 compared to 2016, primarily due to higher OverStitch sales in the Company's direct markets. OUS direct market sales were 69% of total OUS Endo-bariatric product sales in 2017 compared to 65% for 2016. U.S. Endo-bariatric product sales for 2017 decreased 8%, or $1.2 million when compared to 2016. Excluding U.S. Orbera starter kit sales, U.S. Endo-bariatric product sales increased 20%, or $2.3 million in 2017 primarily due to higher OverStitch product sales and higher Orbera product sales from the first half of 2017. Total Surgical product sales in 2017 were $27.6 million, a decrease of 15%, compared to $32.3 million in 2016. Total OUS Surgical product sales decreased 5% to $10.2 million in 2017 compared to $10.7 million in 2016. In the U.S. Surgical sales decreased 20% to $17.4 million in 2017 compared to $21.6 million in 2016. Gross margin increased to 62% for 2017 from 61% in 2016. Cost of sales included inventory impairment charges of $0.7 million and $3.8 million for 2017 and 2016, respectively. In 2016, the Company recorded an inventory impairment charge related to expiring finished good inventory and excess raw materials transferred from Allergan as required under the transition services agreement. Excluding inventory impairment charges, gross margin was 63% for 2017 and 67% for 2016. This lower gross margin, excluding the impact of inventory impairment charges, is due to the ongoing shift in its product sales mix from higher margin Surgical products to Endo-bariatric products that realize lower relative gross margins and the shift in the mix of Apollo manufactured products sold as discussed above in fourth quarter results. Total operating expenses were $62.2 million in 2017, compared to $60.2 million in 2016 primarily due to higher sales and marketing expenses associated with its Endo-bariatric product sales growth. Interest expense decreased $13.7 million in 2017, compared to 2016 mainly due to the elimination of non-cash charges associated with the convertible notes that were exchanged for common stock. Cash, cash equivalents and restricted cash were $31.4 million as of Dec. 31, 2017. On Dec. 4, 2017, the Company filed a registration statement on Form S-3 to offer and sell up to a maximum amount of $50.0 million of common stock and entered a sales agreement to sell up to $16.0 million of shares of those shares in an "at-the-market" program. Fourth Quarter 2017 Results Total revenues in the fourth quarter of 2017 were $16.1 million, compared to $15.3 million in the fourth quarter 2016, an increase of 5%. Total Endo-bariatric sales increased 29% to $9.8 million in the fourth quarter of 2017 compared to $7.6 million in the fourth quarter of 2016, due to a 64%, or $2.5 million, increase in Endo-bariatric product sales outside the U.S. ("OUS") as a result of higher OverStitch sales in the Company's direct markets and the introduction of Orbera365 in Europe. OUS direct market sales were 64% of total OUS Endo-bariatric product sales in the fourth quarter of 2017, compared to 59% in the fourth quarter of 2016. In the U.S., total Endo-bariatric product sales declined 7%, or $0.3 million in the fourth quarter of 2017 compared to the same quarter of 2016. Excluding U.S. Orbera starter kit sales, U.S. Endo-bariatric product sales increased 8%, or $0.2 million for the fourth quarter of 2017 due to higher physician adoption and utilization of OverStitch products. Total Surgical product sales in the fourth quarter 2017 were $6.2 million, a decrease of just under 20%, compared to $7.6 million in the fourth quarter of 2016. Total OUS Surgical sales decreased 12% to $2.1 million for the fourth quarter of 2017 compared to $2.3 million for the fourth quarter of 2016. In the U.S., Surgical sales decreased 23% to $4.1 million for the fourth quarter of 2017 compared to $5.3 million for the fourth quarter of 2016. Gross margin for the fourth quarter of 2017 was 58%, compared to 62% for the fourth quarter of 2016 as a result of a greater proportion of the Company's overall product sales coming from our Endo-bariatric products, which realize a lower gross margin than our Surgical products. Additionally, the mix of Apollo manufactured products sold increased in the fourth quarter of 2017 resulting in more overhead charged as cost of goods sold compared to the fourth quarter of 2016 when the Company was depleting the inventory it purchased as part of the planned transition from Allergan to Apollo. The Company expects gross margin to improve as it completes certain identified Endo-bariatric product gross margin improvement projects and improve capacity utilization of the Company's manufacturing facility over the next two years. Total operating expenses were $15.2 million in the fourth quarter of 2017, compared to $17.2 million in the fourth quarter of 2016 primarily due to decreased general and administrative expenses related to transaction costs incurred in the fourth quarter of 2016 associated with the Lpath merger. Interest expense for the fourth quarter of 2017 decreased $10.3 million when compared to the fourth quarter of 2016. This decline was largely due to non-cash charges associated with convertible notes that were exchanged for common stock in connection with the Lpath merger in the fourth quarter of 2016. Net loss for the fourth quarter 2017 was $7.3 million compared to $19.7 million for the fourth quarter 2016. Todd Newton, CEO of Apollo, said, "The fourth quarter marks our second consecutive quarter of consolidated total revenue growth on the sales of our Endo-bariatric products especially in our international markets. Demand for OverStitch was especially strong during the fourth quarter in all markets as the treatments possible with this new technology gained physician adoption. Our Endo-bariatric product sales are now 60% of our total sales and we look to build on this momentum in 2018." A full-text copy of the Form 10-K is available for free at: https://is.gd/zEaRzY About Apollo Endosurgery Headquartered in Austin, Texas, Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 600 million people globally, as well as other gastrointestinal disorders. Apollo's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. Apollo's common stock is traded on NASDAQ Global Market under the symbol "APEN". AVOLON HOLDINGS: Fitch Assigns BB IDR & Rates $500MM Unsec Notes BB ------------------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'BB' to Avolon Holdings Funding Limited with a Stable Outlook and an expected rating of 'BB' to Avolon Holdings Funding Limited's $500 million unsecured notes due 2023. The company intends to use the net proceeds from the notes offering for general corporate purposes, which may include the future repayment of outstanding indebtedness. KEY RATING DRIVERS - IDRs and Senior Debt Avolon Holdings Funding Limited's IDR is equalized with the IDR of Avolon Holdings Limited (Avolon), since Avolon Holdings Funding Limited is a direct wholly-owned subsidiary of Avolon created for the purpose of issuing unsecured notes. Avolon is the parent guarantor for the notes. The equalization of the unsecured notes with Avolon's IDR reflects the firm's modest unsecured debt as a portion of total debt (24.4% as of Dec. 31, 2017), as well as an assessment of the pool of unencumbered assets, including $2.1 billion of unencumbered aircraft as of Dec. 31, 2017, which provides support to unsecured creditors and suggests average recovery prospects on the notes. Avolon's ratings were last affirmed on Feb. 22, 2018, in conjunction with the company's announcements that it would pay a dividend of $250 million to its direct owner, Bohai Capital Holding Co., Ltd. (Bohai Capital), amend its guarantee structure to eliminate potential structural subordination amongst the debt issuing entities, and introduce a mandatory redemption covenant, limiting payments to Bohai Capital within certain thresholds. Avolon's ratings reflect the company's high quality commercial aircraft portfolio; scale and franchise strength as one of the world's largest aircraft leasing companies; strong profitability; robust risk controls; and strong management track record. The ratings are constrained by Avolon's predominantly secured, wholesale funded debt profile; elevated leverage, defined as gross debt to tangible common equity; aggressive growth via its order book and stated acquisition appetite; and qualitative considerations surrounding Avolon's ownership structure. Fitch does not publicly rate Bohai Capital or HNA Group Co. Ltd. (HNA), Bohai Capital's majority owner, but views the entities as having highly speculative risk profiles. The funding and liquidity needs of HNA and Bohai Capital have indicated the potential for capital extraction from Avolon during periods of stress, but the mandatory redemption covenant is expected to limit payments from Avolon to Bohai Capital. RATING SENSITIVITIES - IDRs and Senior Debt Avolon Holdings Funding Limited's IDR and senior unsecured debt rating are primarily sensitive to changes in Avolon's IDR and secondarily to the relative recovery prospects of the notes. Avolon's ratings could benefit from execution on planned deleveraging, resulting in debt/tangible common equity approaching the company's long-term gross debt to tangible common equity target of 2.5x-3.0x, and execution on planned deleveraging at Bohai Capital, resulting in reduced double leverage. The maintenance of a strong separation framework, including adherence to limitations on capital extraction and/or intercompany loans and the mandatory redemption covenant, would also be viewed favorably. A sustained increase in gross debt to tangible common equity above 4.0x, as a result of an increased risk appetite or asset underperformance by Avolon's owners, may result in negative rating momentum. Additionally, a perceived weakening of the credit risk profiles of Avolon's direct or indirect owners; higher-than-expected aircraft repossession activity; sustained deterioration in financial performance or operating cash flows; and/or material weakening of liquidity relative to financing needs may result in negative pressure on the ratings. Avolon is headquartered in Ireland and is a wholly-owned indirect subsidiary of the Chinese public company, Bohai Capital Holding Co., Ltd. Avolon is the world's third largest aircraft leasing business as of Dec. 31, 2017, with 908 owned, managed and committed aircraft and total assets of $27.1 billion. Fitch assigns the following ratings: Avolon Holdings Funding Limited -- Long-Term IDR 'BB'; Outlook Stable; -- Senior unsecured notes 'BB(EXP)'. Fitch currently rates the following: Avolon Holdings Limited -- Long-Term IDR 'BB'; Outlook Stable; -- Senior secured debt 'BB+'. Avolon TLB Borrower 1 (Luxembourg) S.a.r.l. -- Long-Term IDR 'BB'; Outlook Stable; -- Senior secured debt 'BB+'. Avolon TLB Borrower 1 (US) LLC -- Long-Term IDR 'BB'; Outlook Stable; -- Senior secured debt 'BB+'. CIT Aerospace International -- Senior secured debt 'BB+'. CIT Aerospace LLC -- Senior secured debt 'BB+'. CIT Aviation Finance III Limited -- Senior secured debt 'BB+'. CIT Group Finance (Ireland) -- Senior secured debt 'BB+'. Park Aerospace Holdings Limited -- Long-Term IDR 'BB'; Outlook Stable; -- Senior unsecured notes 'BB'. AVOLON HOLDINGS: Moody's Rates New $500MM Sr. Unsecured Notes Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $500 million senior unsecured notes due 2023 issued by Avolon Holdings Funding Limited, a funding subsidiary of aircraft leasing company Avolon Holdings Limited (Avolon). The outlook for the rating is stable. RATINGS RATIONALE Moody's rated the senior notes based on the consolidated credit profile of parent and guarantor Avolon (Ba2 stable), the notes' relative priority and proportion in Avolon's capital structure, as well as the strength of the notes' asset coverage. The terms of the new notes reflect recent amendments to Avolon's bond indentures to include a mandatory redemption covenant that limits related party advances and shareholder distributions under certain circumstances and a revised guarantee structure that results in senior notes issued by Avolon's subsidiaries being pari passu. The company intends to use the proceeds of the notes for general corporate purposes, which may include debt repayment. Avolon's ratings are supported by its increased franchise strength after its acquisition of the aircraft leasing business of CIT Group Inc. (CIT, Ba2 stable) in April 2017, as well as the high quality fleet and new aircraft order book that Moody's expect will result in solid future profitability. The ratings also reflect Avolon's moderate leverage profile compared to peers, steps the company has taken to strengthen liquidity, but continued high reliance on secured financing. Avolon's credit profile is constrained by the weakened credit positions of parent Bohai Capital Holding Co., Ltd. (Bohai) and its controlling shareholder, the HNA Group (HNA), relating to liquidity challenges and high debt levels. Avolon's rating outlook is stable, reflecting Moody's expectations that the company will capably manage its leverage and liquidity levels, its aircraft leasing and remarketing risk, and generate strong operating results. Moody's could upgrade Avolon's ratings if the company 1) further diversifies its funding to include additional unsecured sources, with a strong liquidity buffer; 2) maintains solid profitability and capital adequacy levels; 3) effectively manages the financing and lease risks of its committed aircraft orders; and 4) successfully manages operating and financial risks relating to weaker parent Bohai. Moody's could downgrade Avolon's ratings if the firm pursues aggressive growth that results in significantly higher leverage, its liquidity position weakens, profitability declines materially below peers, or if credit deterioration at its parent negatively affects Avolon's financial profile. AVOLON HOLDINGS: S&P Affirms BB+ CCR & Rates New Unsec. Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings on Avolon Holdings Ltd., including the 'BB+' corporate credit rating. The outlook is stable. S&P said, "At the same time, we assigned our 'BB' issue-level and '5' recovery ratings to subsidiary Avolon Holdings Funding Ltd.'s proposed $500 million unsecured notes due in 2023, proceeds of which will be used for general corporate purposes, including debt repayment. The recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 15%) in a default scenario. "Our rating affirmation on Avolon Holdings reflects our continued assessment that it is an insulated subsidiary of Bohai Capital Holding Co. Ltd., whose controlling shareholder is China-based HNA Group, as well as the 'bb+' stand-alone credit profile (SACP) on the company. Our credit assessment on Bohai is 'bb', and our credit assessment on HNA Group is 'ccc+', based on its deteriorating liquidity. "The stable outlook reflects our expectation that Avolon's earnings and cash flow will continue to benefit from strong demand for aircraft leasing, with EBIT interest coverage in the high-1x area and FFO to debt in the high–single-digit percent area through 2019. "We could lower our rating on Avolon over the next year if we no longer consider Avolon to be an insulated subsidiary of Bohai or we no longer consider Bohai to be delinked from HNA. This could occur if we believed HNA's financial problems were to affect Bohai's or Avolon's access to the capital markets. "We are unlikely to raise our rating under the current ownership structure. If this were to be revised, we could raise ratings if aircraft lease rates improve significantly from their current levels due to stronger demand, causing its EBIT interest coverage to increase to at least 2.4x and its FFO-to-debt ratio to increase to at least 9% for a sustained period." BAL HARBOUR: Receiver Proposes Special Litigation Counsel --------------------------------------------------------- Drew M. Dillworth, the court appointed receiver of Bal Harbour Quarzo, LLC, a/k/a Synergy Capital Group, LLC, a/k/a Synergy Investments Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Genovese Joblove & Battista, P.A., as special litigation counsel to the Receiver. The Receiver requires Genovese Joblove to investigate and, if appropriate in the discretion of the Receiver, pursue any and all claims or causes of action of the estate, including, without limitation, claims under chapter 5 of the Bankruptcy Code, director and officer liability claims, professional liability claims, and aiding and abetting claims, any insiders of the Debtor, any pre-petition professionals of the Debtor, Mercantil Commercebank, N.A. and its affiliates, Beach Haus Bal Harbour, LLC and its affiliates, or any third party that relate to or arise out of (i) the actions taken by the Debtor or those in concert with the Debtor to borrow an amount equal to approximately $38 million from dozens of lenders/investors, (ii) the financing transactions and transfers between the Debtor and the Lender, (iii) the negotiation and sale of the Debtor's real estate assets to the Purchaser, and (iv) the representation of the Debtor by any pre-petition professional. Genovese Joblove will be paid as follows: i. For any Recovery that is realized generated, received, obtained or accrued to or for the benefit of the estate prior to the filing of a complaint in respect of any Litigation Claim – 25% of such gross Recovery. ii. For any Recovery that is realized, generated, received, obtained or accrued to or for the benefit of the estate after the filing of a complaint and before the filing of an answer to the complaint in respect of any Litigation Claim – 30% of such gross Recovery. iii. For any Recovery that is realized, generated, received, obtained or accrued to or for the benefit of the estate after the filing of an answer to the complaint in respect of any Litigation Claim – 35% of such gross Recovery. iv. For any Recovery that is realized, generated, received, obtained or accrued to the benefit of the estate after the filing of a notice of appeal of any judgment obtained by the Receiver/estate in respect of any Litigation Claim – 40% of such gross Recovery. Paul J. Battista, shareholder of Genovese Joblove & Battista, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Genovese Joblove can be reached at: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 200 East Broward Blvd., Suite 1110 Fort Lauderdale, FL 33301 Tel: (954) 453-8000 About Bal Harbour Quarzo, LLC Bal Harbour Quarzo, LLC, also known as Synergy Capital Group, LLC, also known as Synergy Investments Group, LLC, is a Florida limited liability company based in Miami operating in the hotels and motels industry. Based in Fort Lauderdale, Florida, Bal Harbour Quarzo, LLC, through its receiver, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11793) on Feb. 16, 2018. In the petition signed by Drew M. Dillworth, receiver appointed by Florida State Court, the Debtor is estimated to have $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. Judge Raymond B Ray presides over the case. Eric J Silver, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is the Debtor's counsel. Genovese Joblove & Battista, P.A., is special counsel. BLACKSMITH SQUARE: Hires Carrow Real as Real Estate Broker ---------------------------------------------------------- Blacksmith Square Partners LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Carrow Real Estate Services, LLC, as real estate broker to the Debtor. Blacksmith Square requires Carrow Real to market and sell the Debtor's real property located at 2458 Route 9, Malta, NY 12118. Carrow Real will be paid a commission of 6% of the total purchase price. Tom Miller, associate real estate broker of Carrow Real Estate Services, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carrow Real can be reached at: Tom Miller CARROW REAL ESTATE SERVICES, LLC 99 Pine Street, Suite 102 Albany, NY 12207 Tel: (518) 462-7491 Fax: (518) 462-0412 About Blacksmith Square Partners Blacksmith Square owns in fee simple interest a parcel of undeveloped commercial real estate measuring 5.34 acre located at 2458 Route 9 Malta, NY 12020, valued by the Company at $3 million. It is also the fee simple owner of a .7 acre of undeveloped commercial property located at 11 Blacksmith Dr Malta, NY 12020, valued by the Company at $150,000. Blacksmith Square is equally owned by Neil Swingruber and Bruce Schnitz. Blacksmith Square Partners LLC, based in Malta, NY, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11745) on Sept. 20, 2017. In the petition signed by Neil S. Swingruber, Jr., member, the Debtor disclosed $3.15 million in assets and $3.05 million in liabilities. Michael Leo Boyle, Esq., at Tully Rinckey P.L.L.C., serves as bankruptcy counsel to the Debtor. BO EX VENTURES: March 29 Plan Confirmation Hearing -------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas conditionally approved Bo Ex Ventures, LLC's small business first amended disclosure statement with respect to its first amended plan of reorganization. March 26, 2018 is fixed as the last day for filing written acceptances or rejections of the Plan. March 29, 2018 at 9:30 a.m. CST is fixed for the hearing on final approval of the Disclosure Statement and for the hearing on confirmation of the Plan. March 26, 2018 at 5 P.M. CST is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. Class 2 under the amended plan is the secured claim of The Vant Group, Inc. The terms of the secured loan of The Vant Group, Inc. will be reinstated in full, without any default, as of the Effective Date. The estimated Claims in this Class are $494,000. All Unsecured Claimants within Class 5 shall obtain 100% recovery as follows: (a) the terms of the prepetition, unsecured loan by BBVA Compass Bank to the Debtor, in the amount of $44,068.62, will be reinstated in full, with no default, as of the Effective Date; (b) American Express Bank, FSB shall be issued an unsecured promissory note by the Debtor, in the principal amount of $30,929.54, that will mature within 90 days after the Effective Date and bear 2.99% annual interest and be paid in equal monthly installments; and (c) Grable Martin Fulton shall be issued an unsecured promissory note by the Debtor, in the principal amount of $108,734.83, that will bear 2.99% annual interest and be paid in equal monthly installments of $3,000 until fully satisfied. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-34117-11-74.pdf About Bo Ex Ventures Formed in July 2009, Bo Ex Ventures, LLC, is in the business of providing IT management solutions to clients throughout Dallas, Houston and Austin, Texas. While it maintains several locations, the company is headquartered in Dallas, Texas. It currently has 14 employees and an outside consultant. Bo Ex Ventures sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-34117) on Nov. 3, 2017. H. Joseph Acosta, Esq., at FisherBroyles, LLP, is representing the Debtor. BP CHANEY: Hires Northern Realty as Real Estate Broker ------------------------------------------------------ BP Chaney, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Northern Realty Group, LLC, as real estate broker to the Debtors. BP Chaney requires Northern Realty to market and sell the Debtors' real property. Northern Realty will be paid a commission of 6% of the purchase price of the property. Will Northern, partner of Northern Realty Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Northern Realty can be reached at: Will Northern NORTHERN REALTY GROUP, LLC 1253 W. Magnolia Ave. Forth Worth, TX 76104 Tel: (817) 920-0000 About BP Chaney, LLC BP Chaney, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D). It is affiliated with Texas RHH LLC, which filed for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-43385) on August 21, 2017. BP Chaney sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-42793) on July 3, 2017. The petition was signed by Misty Brady, sole member who also filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March 20, 2017. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Mark X. Mullin presides over the case. The Debtor hired The Mitchell Law Firm, LP as bankruptcy counsel; Jackson, Lee, O'Neill, Smith & Barrow LLP as special counsel; and Dunn & Dill CPAs, LLC as accountant. BRION'S RESTAURANT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Brion's Restaurant, LLC dba Brion's Grille 10621 Braddock Rd. Fairfax, VA 22032-2200 Business Description: Located in the heart of Fairfax County, Brion's Restaurant, LLC is a locally owned and community-oriented restaurant serving New American cuisine since 1989. Brion's Grille is open seven days a week for lunch, dinner, and its famous Sunday brunch. It also offers catering from cocktail hour with hors d'oeuvres to an elaborate five course wedding meal served by waiters. http://www.brionsgrille.com/ Chapter 11 Petition Date: March 2, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Case No.: 18-10733 Debtor's Counsel: Steven B. Ramsdell, Esq. TYLER, BARTL & RAMSDELL, P.L.C. 300 N. Washington St., Suite 310 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 E-mail: sramsdell@tbrclaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brion D. Sumser, member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/vaeb18-10733.pdf C & D FRUIT: Hires Stichter Riedel as Counsel --------------------------------------------- C & D Fruit and Vegetable Co., Inc., and is debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter Riedel Blain & Postler, P.A., as counsel to the Debtor. C & D Fruit requires Stichter Riedel to: a. render legal advice with respect to the Debtors' powers and duties as Debtors in possession, the continued operation of the Debtors' businesses, and the management of their properties; b. prepare on behalf of the Debtors necessary motions, applications, notices, orders, reports, pleadings, and other legal papers; c. appear before the Court and the Office of the U.S. Trustee to represent and protect the interests of the Debtors; d. assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganization, draft such a plan and a related disclosure statement, and take necessary legal steps to confirm such a plan; e. represent the Debtors in all adversary proceedings, contested matters, and matters involving the administration of the cases; f. represent the Debtors in negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; and g. perform all other legal services that may be necessary for the proper preservation and administration of the Chapter 11 cases. Stichter Riedel will be paid at these hourly rates: Attorneys $350-$425 Associates $210-$375 Paralegals $125-$200 Stichter Riedel will be paid a retainer in the amount of $50,000. Stichter Riedel will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Peterson, partner of Stichter Riedel Blain & Postler, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Stichter Riedel can be reached at: Edward J. Peterson, Esq. STICHTER RIEDEL BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. CAMBER ENERGY: Will Effect 1-for-25 Reverse Stock Split ------------------------------------------------------- Camber Energy, Inc., announced that the Board of Directors of the Company has approved a 1-for-25 reverse split of its issued and outstanding shares of common stock. The 1-for-25 reverse stock split will be effective pre-market open on March 5, 2018, in connection with the filing of a Certificate of Amendment to Camber's Certificate of Incorporation and Camber's common stock will begin trading on a split-adjusted basis when the market opens on March 5, 2018. At Camber's 2018 Annual Meeting of Stockholders held on Jan. 9, 2018, Camber's stockholders granted authority to the Board of Directors, in its sole discretion, to determine whether to proceed with a reverse stock split and, if the Board of Directors so determined, to select the reverse stock ratio, in a ratio of between 1-10 and 1-50, and to file a Certificate of Amendment to Camber's Certificate of Incorporation to effect the reverse stock split at the ratio determined by the Board of Directors. When the reverse stock split becomes effective, every 25 shares of Camber's issued and outstanding common stock (and those shares held in treasury) will automatically be converted into one share of common stock. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share. Instead, each stockholder will have such aggregate fractional holdings rounded up to the next whole share. The reverse stock split will not impact any stockholder's percentage ownership of Camber or voting power, except for minimal effects resulting from the treatment of fractional shares. Following the reverse stock split, the number of outstanding shares of Camber's common stock will be reduced by a factor of twenty-five. The Certificate of Amendment to Camber's Certificate of Incorporation will not decrease the number of authorized shares of common stock. Camber's shares of common stock will continue to trade on the NYSE American under the symbol "CEI" but will trade under a new CUSIP. The reverse stock split is intended to increase the market price per share of Camber's common stock in order to comply with the NYSE continued listing standards relating to minimum price per share. The reverse stock split will not cure Camber's non-compliance with the NYSE continued listing rules regarding minimum levels of stockholders' equity as described in prior filings. ClearTrust, LLC, Camber's transfer agent, will act as the exchange agent for the reverse stock split. Please contact ClearTrust, LLC for further information at (813) 235-4490. Additionally, the Company has recently become aware of certain investor relations materials and other promotional activities relating to the Company's securities which have been distributed by, and undertaken by, third parties. To the Company's knowledge, these materials and activities have been paid for by unknown third parties. Camber said those material and activities are not associated or affiliated with the Company or its officers or directors and have not been approved, sanctioned or paid for by the Company. "We caution investors to review our most recent current reports filed with the Securities and Exchange Commission, our official press releases and our periodic filings (including the financial statements and results of operations contained therein), before making any investment in the Company. We further caution investors to not trust as accurate or complete any information, emails or reports touting the Company or its securities, which have not been authorized, approved or sanctioned by the Company. "We also advise that these third party investor relations materials and stock promotional activities could lead to an artificial spike in the trading price of our common stock, could be associated with third parties trying to artificially inflate the price and trading volume of our common stock and could furthermore result in a sharp and precipitous decline in the value of our common stock, once such unauthorized stock promotional activities have ceased." About Camber Energy Camber Energy (NYSE American: CEI) -- http://www.camber.energy.com/ -- is an independent oil and natural gas company based in Houston, Texas with a field office in Gonzales, Texas. The Company is engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan and Payne Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and recently in connection with our entry into the Horizontal San Andres play on the Central Basin Platform of the Permian Basin in West Texas announced on Jan. 3, 2017. Incorporated in Nevada in December 2003 under the name Panorama Investments Corp., the Company changed its name to Lucas Energy, Inc. effective June 9, 2006 and effective Jan. 4, 2017, the Company changed its name to Camber Energy, Inc. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Dec. 31, 2017, Camber Energy had $18.18 million in total assets, $41.80 million in total liabilities and a total stockholders' deficit of $23.61 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. COBALT INTERNATIONAL: Reports Net Loss of $968 Million in 2017 -------------------------------------------------------------- Cobalt International Energy, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $968.25 million on $53.89 million of oil, natural gas and natural gas liquids revenues for the year ended Dec. 31, 2017, compared to a net loss of $2.34 billion on $16.80 million of oil, natural gas and natural gas liquids revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Cobalt International had $1.59 billion in total assets, $3.39 billion in total liabilities and a total stockholders' deficit of $1.79 billion. Cobalt said that operating during the Chapter 11 cases for a long period of time may harm its business. "A long period of operations during the Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations and liquidity. So long as our Chapter 11 Cases continue, our senior management will be required to spend a significant amount of time and effort diligently pursuing the Chapter 11 Cases instead of focusing exclusively on our business operations. A prolonged period of operating during the Chapter 11 Cases also may make it more difficult to retain management and other key personnel necessary to the success of our business. In addition, the Chapter 11 Cases and our expressed intent to sell all or substantially all of our assets makes it likely that our vendors and suppliers will lose confidence in us and will seek to establish alternative commercial relationships. "Furthermore, so long as the Chapter 11 Cases continue, we will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases, and we cannot predict the ultimate amount of all recoveries for the claims that will be subject to a chapter 11 plan. "If we are unable to obtain confirmation of our chapter 11 plan on a timely basis, because of a challenge to the plan, a failure to obtain an order from the Bankruptcy Court confirming the plan, or a failure to satisfy the conditions to the effectiveness of the plan, we may be forced to operate in chapter 11 for an extended period of time while trying to develop a different chapter 11 plan that can be confirmed. Protracted Chapter 11 Cases would increase both the probability and the magnitude of the adverse effects described above." A full-text copy of the Form 10-K is available for free at: https://is.gd/7nOxYu About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. COGENT COMMUNICATIONS: Moody's Hikes Corporate Family Rating to B2 ------------------------------------------------------------------ Moody's Investors Service upgraded the corporate family rating (CFR) of Cogent Communications Group, Inc. to B2 from B3 and the company's probability of default rating (PDR) to B2-PD from B3-PD. Moody's expects continued strong internet traffic growth will sustain Cogent's consistent operating performance, enabling the company to maintain leverage (Moody's adjusted) below 5x. Cogent is also benefiting from an effective and growing sales force. Despite operating in a highly competitive industry, the company's price and value proposition continues to keep churn low and successfully attract new customers across its global footprint. Moody's expect continued high, organic revenue growth for at least the next few years. Cogent's senior secured notes were upgraded to Ba3 from B1 and its senior unsecured notes were upgraded to B3 from Caa1. Moody's also affirmed the company's speculative grade liquidity rating (SGL) of SGL-1, indicating a very good liquidity position, largely supported by $247 million of balance sheet cash as of December 31, 2017. The outlook is stable. Upgrades: Issuer: Cogent Communications Finance, Inc. Senior Unsecured Regular Bond/Debenture, Upgraded to B3(LGD5) from Caa1(LGD5) Issuer: Cogent Communications Group, Inc. Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Regular Bond/Debenture, Upgraded to Ba3(LGD2) from B1(LGD2) Outlook Actions: Issuer: Cogent Communications Group, Inc. Outlook, Changed To Stable From Positive Affirmations: Issuer: Cogent Communications Group, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE Cogent's B2 CFR is supported by a strong liquidity profile and Moody's expectation for low double-digit revenue growth and modest margin expansion. Moody's forecasts Cogent will continue its strong growth due to robust internet traffic growth, its expanding and diversified customer base, and a productive and growing sales force. The company's low cost structure and targeted sales approach make it a strong, nimble competitor against much larger companies, including many which operate with heterogeneous networks with high legacy cost structures. The rating is constrained by limited free cash flow as a result of increasing shareholder returns, moderately high leverage, small scale and a highly competitive environment. The ratings for the debt instruments reflect both the overall probability of default of Cogent, to which Moody's assigns a PDR of B2-PD, and the loss given default (LGD) assessments of individual debt instruments. Cogent's $375 million senior secured notes due 2022 are rated Ba3 (LGD2), two notches above the CFR to reflect their senior position in the capital structure. The senior secured notes are guaranteed by Cogent's domestic subsidiaries and secured by a pledge of stock of 100% of Cogent's US subsidiaries and 65% of the Company's non-U.S. subsidiaries. Cogent's $189 million of senior unsecured notes due 2021 are rated B3 (LGD5), reflecting their junior position to the 2022 notes. The 2021 notes were issued by Cogent Communications Finance, Inc. (Cogent Finance), which was subsequently merged with Cogent; Cogent assumed the obligations of Cogent Finance under the 2021 Notes. The stable outlook is based on Moody's view that while the company's earnings and cash flows will continue to grow, shareholder returns -- in the form of dividends and share buybacks -- will increase in tandem. Moody's expects the company will maintain sufficient liquidity while debt levels remain relatively constant. Cogent's low cost structure and niche sales approach, in conjunction with its aggressive shareholder return policy, will prevent the company from generating meaningful positive free cash flow for the near future. Moody's could upgrade Cogent's ratings if leverage is sustained below 4x (Moody's adjusted) and free cash flow is positive. Moody's could downgrade Cogent's ratings if leverage is sustained above 5x (Moody's adjusted) and if liquidity weakens or fails to improve, especially without a revolving credit facility as a stopgap. METHODOLOGY The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. CONTINENTAL RESOURCES: Moody's Hikes CFR to Ba2; Outlook Positive ----------------------------------------------------------------- Moody's Investors Service has upgraded corporate family and probability of default ratings of Continental Resources, Inc. to Ba2/Ba2-PD from Ba3/Ba3-PD and ratings on the company's senior unsecured notes to Ba2 (LGD 4) from Ba3(LGD 4). At the same time, Moody's upgraded the company's Speculative Grade Liquidity (SGL) rating to SGL-1 from SGL-2. The outlook on the ratings is positive. "The upgrade of Continental's ratings recognizes the improved operating resilience of the business. Lower operating costs and improved well execution should allow the company to maintain production and remain free cash flow neutral even in a $40/bbl oil price environment. Moody's expects Continental to strongly execute on its growth plan, generate solid free cash flow and accelerate repayment of debt in 2018, raising the resilience of its financial profile," commented Elena Nadtotchi, Moody's Vice President - Senior Credit Officer. Upgrades: Issuer: Continental Resources, Inc. -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Unsecured Notes, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) Outlook Actions: Issuer: Continental Resources, Inc. -- Outlook, Remains Positive RATINGS RATIONALE The upgrade of the corporate family rating to Ba2 recognizes the improved operating profile of the company, with larger size of production and developed reserves and better operating efficiency. In 2018, Continental targets a steep 17%-24% annual production growth and Moody's expect that it will be able to fund the accelerated growth within the operating cash flows. The Ba2 rating is constrained by high level of debt accumulated by the company over 2010-2015 when it was building out its asset base. Continental aims to cut debt to $6 billion in the near term, and to $5 billion in the medium term. Assuming $50/bbl average oil price and no dividends, Moody's expects the company to generate strong FCF in 2018-2019 and use it to reduce debt. Moody's expects the company to improve its RCF/debt coverage to 40% in 2018 from 32% in 2017 and debt/production to below $20,000/boe compared to $26,400/boe at the end of 2017. The positive outlook reflects stronger execution on drilling and completion, that should drive profitable growth. The positive outlook anticipates that the company will reduce balance sheet debt in 2018-2019. The Ba2 ratings could be upgraded should the company reduce debt to below $6 billion and reduce its debt/production towards $18,000/boe. The upgrade to Ba1 would require Continental to sustain its leveraged full-cycle ratio (LFCR) in excess of 1.5x while funding capital spending through the cash flow. The company's ratings could be downgraded should retained cash flow to debt fall towards 25% or the LFCR decline below 1.5x on a sustained basis. Shareholder friendly actions may also put negative pressure on the Ba2 ratings. Continental's very good liquidity position is underpinned by its resilient FCF generation and is reflected in SGL-1 Speculative Grade Liquidity Rating. Continental has a $2.75 billion unsecured credit facility that matures in May 2019. The company had approximately $188 million drawn on its revolver at the end of 2017 and expects to repay the outstanding amounts from operating cash flows in 2018. The credit facility requires maintenance of a 65% net debt to capitalization ratio. Moody's do not believe the covenant will limit the company's ability to access its unused availability. Continental has significant secondary liquidity as well, if needed, in terms of potential asset monetization since it has significant proved reserves with $11.8 billion PV-10 value. Continental's next significant maturity is in 2022 when it will need to refinance $2 billion in senior unsecured notes. Continental's senior notes are unsecured and are rated Ba2, the same as the CFR. The company's revolving credit facility and term loan are also unsecured and rank pari passu with the senior notes. Continental Resources, Inc. (Continental) is an independent oil and natural gas exploration and production (E&P) company, and holds prominent position in the core of two major oil producing plays in the US. Its operations are geographically concentrated in the Bakken Shale play (in North Dakota and Montana) and in the Woodford play in Oklahoma -- the South Central Oklahoma Oil Province (SCOOP) and Northwest Cana areas. It also has meaningful acreage in the STACK play. COPSYNC INC: Reaches Deal with Kologik on $600K Claim Transfer -------------------------------------------------------------- BankruptcyData.com reported that COPSync Inc. filed with the U.S. Bankruptcy Court a motion approving the settlement and compromise between the Debtor, on the one hand, and Kologik Capital, LLC, on the other. The motion explains, "After extensive and detailed discussions and negotiations between the Parties and their professionals, the Parties arrived at this mutually beneficial agreement. As a result, the sale was able to proceed without impediment. The terms of the agreement, read into the record at the November 20, 2017 sale hearing, were that: (a) Making Sense would sell its claim (Claim No. 39, as amended) to Kologik in return for an equity interest in TAL, redeemable in the sum of $600,000.00, (b) Making Sense would withdraw the Objection, (c) the Debtor would transfer back to TAL two (2) percent of the ten (10) percent of TAL's equity interests being transferred to the Debtor through the Asset Purchase Agreement, and (d) Proof of Claim No. 39, filed by Making Sense LLC on November 8, 2017, and assigned to Kologik on February 27, 2018 [P-169], as amended, is allowed as an unsecured claim in the amount of $600,000.00 (collectively, the 'Compromise')." The Court scheduled an April 4, 2018 hearing on the motion. About COPsync COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. DAILY GAZETTE: Trustee Unable to Appoint Committee -------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Daily Gazette Company, as of March 1, according to a court docket. About Daily Gazette Company Headquartered in Charleston, West Virginia, Daily Gazette Company and its affiliates operate privately owned information and entertainment businesses consisting of the flagship newspaper, The Charleston Gazette-Mail, as well as a related website, weekly publications, a saturation mail product and the following verticals: http://www.wvcarfinder.com/ http://www.wvrealestatefinder.com/ http://www.wvjobfinder.com/ http://www.gazettemailclassifieds.com/ Daily Gazette Company and certain of its affiliates sought for bankruptcy protection under Chapter 11 (Bankr. S.D. W.Va. Lead Case No. 18-20028) on Jan. 30, 2018. In the petition signed by Norman W. Shumate III, authorized signatory, Daily Gazette Company estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Daily Gazette Company 18-20028 Daily Gazette Holding Company, LLC 18-20029 Charleston Newspapers Holdings, L.P. 18-20030 Daily Gazette Publishing Company, LLC 18-20032 Charleston Newspapers 18-20033 G-M Properties, Inc. 18-20034 Judge Frank W. Volk is the case judge. The Debtors tapped Perkins Coie LLP, as lead counsel, and Supple Law Office, PLLC, as co-counsel. The Debtors hired Phil Murray and Dirks, Van Essen & Murray as consultant and broker. DANIEL EKE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Daniel Eke and Associates, P.C., as of March 1, according to a court docket. About Daniel Eke and Associates Daniel Eke and Associates, P.C. (DE&A) is a minority-owned, Certified Public Accounting firm. Since 1991, DE&A has serviced the needs of federal and state government agencies, small and medium-size companies and non-profit organizations. Based in Silver Spring, Maryland, Daniel Eke and Associates filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-11192) on Jan. 29, 2018, estimating under $1 million both in assets and liabilities. Steven L. Goldberg, Esq., and James M. Greenan, Esq. at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., serve as the Debtor's counsel. DOCASA INC: Changes Fiscal Year End to Dec. 31 ---------------------------------------------- The Board of Directors of DOCASA Inc. has determined to change the Company's fiscal year end to December 31st from August 31st. The Company believes this change will benefit the Company by aligning its reporting periods to be more consistent with peer coffee companies. A Quarterly Report on Form 10-Q for the transition period Sept. 1, 2017 through Dec. 31, 2017 will be filed. About DOCASA DOCASA, Inc. is focused on the investment in a rapidly growing specialty coffee market principally in the United Kingdom. Through its subsidiary, Department of Coffee and Social Affairs Limited, headquartered in London, England, it has established and is growing a UK specialty coffee shop and online retail business. DOCASA is also pursuing the franchising and/or licensing of its branded shops and premium product offering outside of the UK to countries where the premium coffee market is rapidly expanding. DOCASA continues to review opportunities in the broader international coffee market. DOCASA was incorporated in the State of Nevada on July 22, 2014, under the name of FWF Holdings, Inc. The Company changed its name on Aug. 4, 2016. Green & Company CPAs, Inc., in Temple Terrace, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 31, 2017. The independent auditors said that the Company reported a net loss of $1,425,846 in 2017, and used cash for operating activities of $731,424. At Aug. 31, 2017, the Company had a working capital deficit, shareholders' equity and accumulated deficit of $770,349, $461,970 and $2,766,367, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. As of Nov. 30, 2017, DOCASA had $5.48 million in total assets, $3.24 million in total liabilities and $2.23 million in total shareholders' equity. ENUMERAL BIOMEDICAL: Creditors May Get Nothing Under Exit Plan -------------------------------------------------------------- Creditors of Enumeral Biomedical Holdings, Inc. and its affiliates may not receive any payment for their claims if the companies do not resolve their dispute with noteholders who assert approximately $1.69 million in claims. Holders of convertible notes issued by EBHI in May last year claim that they are owed as much as $1.69 million and that the notes are secured by a lien on the proceeds from the sale of the companies' assets. The companies are open to discussions with the noteholders concerning resolution of the claims. Absent such resolution, the companies intend to file a complaint against the noteholders. If the noteholders prevail in the dispute, however, no funds will be available for distribution to other creditors, according to the companies' disclosure statement, which explains their proposed Chapter 11 plan. The plan provides that, subject to paying the expenses of the companies' Chapter 11 cases as determined by the court, all funds of the companies will be paid to their creditors. These funds are almost entirely attributable to the sale proceeds. The plan places general unsecured claims in Class 3. The range of possible distributions on account of these claims could vary from zero to 100 percent. The available percentage is largely dependent on the outcome of the noteholder litigation. On their schedules, the companies listed $752,400.59 in general unsecured claims that are not contingent, unliquidated or disputed. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mab18-10280-51.pdf 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. Kevin G. Sarney, interim president and CEO, signed the petitions. 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. At the time of filing, 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, serve as the Debtors' counsel. ENVIRO BUILDERS: April 4 Plan Confirmation Hearing -------------------------------------------------- Judge James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia conditionally approved Enviro Builders, LLC's small business disclosure statement with respect to a chapter 11 plan filed on Feb. 21, 2018. April 2, 2018 is fixed as the last day for filing written acceptances or rejections of the plan, and the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. April 4, 2018 at 11:00 A.M. at U.S. Bankruptcy Court, Courtroom A, 433 Cherry Street, Macon, Georgia is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. About Enviro Builders LLC Enviro Builders, LLC is a building contractor whose principal assets are located at 345 Airport Road, Montezuma, Georgia. Based in Elko, Georgia, Enviro Builders sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 17-50883) on April 26, 2017. Wendell J. Kersey, Sr., managing member, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The Debtor previously filed for bankruptcy protection on (Bank. M.D. Ga. Case No. 14-52558) on Oct. 24, 2014. FINJAN HOLDINGS: Settles with Symantec for $65 Million ------------------------------------------------------ Finjan Holdings, Inc. and its subsidiary, Finjan, Inc., and Symantec Corporation and its subsidiary, Blue Coat Systems, announce they entered into a Confidential Definitive Agreement on Feb. 28, 2018, whereby the companies resolved all pending disputes. As part of the settlement, the Symantec Parties will obtain a license to, among others, the Finjan patents and pay the Finjan Parties $65.0 million in cash within 20 days of the Effective Date of the License and Settlement Agreement. Further, upon acquisition by Symantec of certain entities within four years from the Effective Date, the Symantec Parties will pay additional license fees of up to $45.0 million to the Finjan Parties, unless otherwise mutually agreed to by the Company and Symantec. The remaining terms of the License and Settlement Agreement are confidential. 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. FSA INC: Hires Lamey Law Firm as Counsel ---------------------------------------- FSA, Inc., d/b/a The Unofficial Dive Bar & Grill, seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Lamey Law Firm, P.A., as counsel to the Debtor. FSA, Inc. requires Lamey Law Firm to: a. provide analysis of the Debtor's business and its financial condition, planned use of cash collateral, payment of wages to employees; b. provide legal advice to determine whether filing a voluntary bankruptcy petition is potentially beneficial to the Debtor; c. prepare and file the petition for relief, statement of financial affairs, first day motions, and other documents required by the Bankruptcy Court; and d. represent the Debtor in connection with any hearings, adversary proceedings, or meetings of creditors, and file a plan of reorganization for the Debtor's business. Lamey Law Firm will be paid at these hourly rates: Attorneys $300 Associates $150 Paralegals $100 Prior to the Filing Date, T&C Restaurant Concepts paid a $6,000 pre-petition retainer to Lamey Law Firm, which included the court filing fee of $1,717 and the Capital Lien adverse filing of $592.20, to pay for pre-petition services of the Debtor with any remainder to be held in trust for post-petition services, subject to disbursement. The amount of $690.80 was transferred from Lamey Law Firm's trust account to its operating account on February 20, 2018 for pre-petition services. Lamey Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John D. Lamey III, partner at Lamey Law Firm, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lamey Law Firm can be reached at: John D. Lamey III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Avenue North Oakdale, MN 55128 Tel: (651) 209-3550 E-mail: jlamey@lameylaw.com About FSA, Inc. FSA, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. Case 18-30465) on Feb. 20, 2018. The Debtor hired John D. Lamey III, Esq., at Lamey Law Firm, P.A., as counsel. GENERAL NUTRITION: Moody's Hikes Corporate Family Rating to B3 -------------------------------------------------------------- Moody's Investors Service upgraded General Nutrition Center's Inc.'s (GNC) Corporate Family Rating (CFR) from Caa1 to B3 and assigned definitive ratings to the senior secured term loan due 2021 and the ABL FILO Term Loan due 2022. The definitive ratings replace the provisional ratings assigned on February 14, 2018. The outlook was changed to stable. Moody's also affirmed the B3 rating on GNC's senior secured term loan due 2019. The $300 million senior secured revolving credit facility due 2018 was withdrawn due to the termination of the facility. Its SGL-4 rating was upgraded to an SGL-2. Upgrades: Issuer: General Nutrition Centers, Inc. -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-4 -- Corporate Family Rating, Upgraded to B3 from Caa1 Assignments: Issuer: General Nutrition Centers, Inc. -- Senior Secured Term Loan, Assigned B3(LGD4) -- Senior Secured ABL FILO Term Loan, Assigned Ba3(LGD2) Outlook Actions: Issuer: General Nutrition Centers, Inc. -- Outlook, Changed To Stable From Rating Under Review Affirmations: Issuer: General Nutrition Centers, Inc. -- Senior Secured Term Loan, Affirmed B3(LGD4 from LGD3) Withdrawals: Issuer: General Nutrition Centers, Inc. -- Senior Secured Revolving Credit Facility, previously rated B3(LGD3) "GNC's successful refinancing has addressed its near term maturities and improved liquidity as it continues to work to stabilize its operating income as it executes its business realignment", says Moody's Vice President, Christina Boni. Moody's anticipates that GNC can continue to generate an estimated $100 million in free cash flow annually post the transaction to further reduce debt and that liquidity will be further enhanced by the anticipated preferred equity investment by Harbin Pharmaceuticals Group ("Harbin"). RATINGS RATIONALE GNC's B3 rating is supported by the company's well-known brand name in its target markets along with Moody's favorable view of the vitamin, mineral, and nutritional supplement ("VMS") category due to favorable demographic trends in the United States. GNC has been realigning its pricing and promotional cadence to improve its customer traffic. Credit metrics have been under pressure but are expected to improve as the company continues its turnaround and receives net proceeds from a $300 million preferred equity investment from Harbin. Other key credit concerns include GNC's sizable concentration in sports nutrition, which is a much more limited product segment with a relatively smaller target market than the VMS product category. Also considered is the potential risk arising from adverse publicity and product liability claims with regard to certain products sold by GNC, particularly diet products and herbs, two faddish product categories that are more exposed to such risks and earnings volatility. The stable outlook incorporates Moody's view that operating performance should stabilize albeit at a lower profitability level as a result of its initiatives to improve its market positioning. Moody's outlook also reflects the expectation that the net proceeds from the Harbin preferred equity investment will be realized and used to repay debt. GNC's ratings could be upgraded over time if the company demonstrates consistent stable to improving same store sales while maintaining RCF to net debt at or above the mid-teens. An upgrade would require that GNC to address all existing debt obligations that mature prior to the maturity of its extended term loan and debt/EBITDA sustained below 4.5x. Ratings could be downgraded if the company were to see a material decline in sales trends or operating margins, either through a weakening competitive profile or material product-related risks. Ratings could also be lowered if liquidity were to materially erode or if the Harbin preferred equity investment is not completed. Quantitatively, a ratings downgrade could occur if it appears that debt/EBITDA will be sustained above 5.5x The principal methodology used in these ratings was Retail Industry published in October 2015. General Nutrition Centers, Inc., headquartered in Pittsburgh, PA, is a diversified, multi-channel business model which generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of December 31, 2017, GNC had more than 9,000 locations, of which more than 6,700 retail locations are in the United States (including approximately 2,400 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries. GOLD AND GREEN: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Gold and Green Landscaping Corp. PO Box 945 Port Chester, NY 10573-0945 Business Description: Gold and Green Landscaping Corp., based in Port Chester, New York, provides architectural, engineering, and related services. Its principal place of business is located at 12 Bulkley Ave Port Chester, NY 10573-3902. The Company is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: March 2, 2018 Case No.: 18-22349 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Bruce H. Bronson, Jr., Esq. BRONSON LAW OFFICES, P.C. 480 Mamaroneck Avenue Harrison, NY 10528-0023 Tel: 877-385-7793 Fax: 888-908-6906 E-mail: ecf@bronsonlaw.net hbbronson@bronsonlaw.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marta Alvarez, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-22349.pdf GOODWILL INDUSTRIES: Hires FTI Consulting as Financial Advisor -------------------------------------------------------------- Goodwill Industries of Southern Nevada, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ FTI Consulting, Inc., as financial advisor to the Debtor. Goodwill Industries requires FTI Consulting to: a. assist regarding the present level of operations and identification of areas of potential cost savings, including overhead and operating expense reductions and efficiency improvements; b. assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; c. attend at meetings and assistance in discussions with vendors, banks and other secured lenders, any official committee if appointed in this chapter 11 case, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; d. assist and advice to the Debtor with respect to the identification of core business assets and the disposition of assets or liquidation of unprofitable operations/locations; e. assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; f. assist to the Debtor with information and analyses needed regarding the use of cash collateral, including, but not limited to, preparation for hearings regarding the use of cash collateral and related budgeting; g. assist in the preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 proceedings; h. litigate advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues as required by the Debtor; and i. render such other general business consulting or such other assistance as Debtor's management or counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in the proceeding. FTI Consulting will be paid at these hourly rates: Senior Managing Directors $725 to $995 Directors/Senior Directors/Managing Directors $615 to $815 Consultants/Senior Consultants $325 to $595 Administrative/Paraprofessionals $130 to $260 FTI Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Tucker, a partner at FTI Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. FTI Consulting can be reached at: Michael Tucker FTI CONSULTING, INC. Three Times Square, 9th Floor New York, NY 10036 Tel: (212) 247-1010 Fax: (212) 841-9350 About Goodwill Industries of Southern Nevada, Inc. Founded in 1975 and headquartered in North Las Vegas, Nevada, Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a registered 501(c)(3) nonprofit, accepts the communities' gifts in the form of donated goods and sells those items to provide free job training and placement services for unemployed locals. In 2016, Goodwill of Southern Nevada served the job training needs of 14,465 and directly placed 3,004 individuals into local jobs. Goodwill also makes a significant impact on the environment through recycling and reuse practices. In 2016, there were 873,624 generous donors of goods who helped Goodwill divert over 26 million pounds from its local landfills. Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill Clearance Center, Goodwill Select, and Goodwill Donation Center -- filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017. In the petition signed by John Hederman, interim CEO, Goodwill Industries estimated its assets and debts at between $10 million and $50 million. Judge Bruce T. Beeley presides over the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott; and Greenberg Traurig, LLP, as special counsels; Piercy Bowler Taylor & Kern Certified Public Accountants & Business Advisors as accountant and auditor; FTI Consulting, Inc., as financial advisor. GOODWILL INDUSTRIES: Hires Greenberg Traurig as Special Counsel --------------------------------------------------------------- Goodwill Industries of Southern Nevada, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Greenberg Traurig, LLP, as special counsel to the Debtor. Goodwill Industries requires Greenberg Traurig to provide legal services in connection with the Debtor's renegotiation and restructuring of its Bonds with the Indenture Trustee. The Bonds were issued pursuant to a Trust Indenture (the "Indenture"), dated as of December 1, 2015, by and among the Public Finance Authority, a joint powers commission under the laws of the State of Wisconsin (the "Authority"), U.S. Bank National Association, as trustee (the "Trustee"), and the Debtor, as borrower. The Bonds are limited obligations of the Authority, and secured by the Trust Estate (as defined in the Indenture), as pledged to the Authority, and certain other rights, title, and interest pledged by the Debtor to the Trustee. Greenberg Traurig will be paid at these hourly rates: Attorneys $525 to $750 Paralegals $250 Greenberg Traurig will also be reimbursed for reasonable out-of-pocket expenses incurred. Jim Mace, a partner at Greenberg Traurig, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Greenberg Traurig can be reached at: Jim Mace, Esq. GREENBERG TRAURIG, LLP 200 Park Avenue New York, NY 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 About Goodwill Industries of Southern Nevada, Inc. Founded in 1975 and headquartered in North Las Vegas, Nevada, Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a registered 501(c)(3) nonprofit, accepts the communities' gifts in the form of donated goods and sells those items to provide free job training and placement services for unemployed locals. In 2016, Goodwill of Southern Nevada served the job training needs of 14,465 and directly placed 3,004 individuals into local jobs. Goodwill also makes a significant impact on the environment through recycling and reuse practices. In 2016, there were 873,624 generous donors of goods who helped Goodwill divert over 26 million pounds from its local landfills. Goodwill Industries -- d/b/a Goodwill of Southern Nevada, Goodwill Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill Clearance Center, Goodwill Select, and Goodwill Donation Center -- filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017. In the petition signed by John Hederman, interim CEO, Goodwill Industries estimated its assets and debts at between $10 million and $50 million. Judge Bruce T. Beeley presides over the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Kamer Zucker Abbott; and Greenberg Traurig, LLP, as special counsels; Piercy Bowler Taylor & Kern Certified Public Accountants & Business Advisors as accountant and auditor; FTI Consulting, Inc., as financial advisor. GREEN TERRACE: Hires Genovese Joblove as Bankruptcy Counsel ----------------------------------------------------------- Green Terrace Condominium Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Genovese Joblove & Battista, P.A., as bankruptcy counsel to the Debtor solely for the period from Sept. 18, 2017 through Oct. 4, 2017. Prior to the Petition Date, the Debtor's state court receiver, Kolman Kenigsberg, removed the Debtor's previous board of directors and appointed new members to the board (the "Receiver's Board"). By Order dated August 16, 2017, the Debtor, through the Receiver's Board, retained Eric Rosen, Esq. and Fowler White Burnett, P.A. as its counsel. By written notice dated August 22, 2017, a majority of the voting interests in the Debtor recalled the Receiver's Board. Pursuant to Florida Statutes, the Receiver's Board was deemed recalled, and a new board consisting of Raymond Benel, Sandra Matus, Tiara Bumgardner and Yolanda Samuels was appointed (the "Replacement Board"). On September 19, 2017, the Debtor, through the Replacement Board, served a notice of termination of Fowler White's engagement. On September 20, 2017, Genovese Joblove filed its Expedited Application to Employ Glenn D. Moses and the Law Firm of Genovese Joblove & Battista as Debtor's Counsel on an Interim and Final Basis ("Initial Retention Application"). Certain of the parties to this case disputed the validity of the Replacement Board, whose intention it was to employ GJB as its counsel. Conversely, certain of the parties disputed the validity of the Receiver's Board. The issue of which of the Debtor's Board of Directors was in control of the Association was presented to the State of Florida, Department of Business and Professional Regulation Division of Florida Condominiums, Timeshares and Mobile Homes for resolution (the "Recall Appeal"). The dispute as to who controlled and/or spoke for the Debtor was certainly one of the reasons the Bankruptcy Court determined that a chapter 11 trustee should be appointed. On October 4, 2017, the Court entered an Order directing the appointment of a chapter 11 trustee. Robert Furr was thereafter appointed as the Debtor's chapter 11 trustee. On February 8, 2018, the Court entered an Order Dismissing Case with Prejudice (the "Dismissal Order"). The Dismissal Order requires chapter 11 professionals to file final fee applications by February 28, 2018. On February 15, 2018, the State of Florida, Department of Business and Professional Regulation Division of Florida Condominiums, Timeshares and Mobile Homes ("DBPR") dismissed the Recall Appeal filed by the Debtor's previous Board of Directors (i.e., the Receiver's Board). As such, the Debtor was properly governed by the Replacement Board at the time when it sought to retain Genovese Joblove as its counsel. Glenn D. Moses, partner of Genovese Joblove & Battista, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Genovese Joblove can be reached at: Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 S.E. 2nd Street, 44th Floor Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: gmoses@gjb-law.com About Green Terrace Condominium Association, Inc. Green Terrace Condominium Association, Inc., through its receiver, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19188) on July 21, 2017. In the petition signed by Kolman Kenigsberg as receiver for the Debtor, the Debtor estimated less than $500,000 in assets and $1 million to $10 million in liabilities. Judge Paul G. Hyman, Jr., presides over the case. Eric A Rosen, Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel. Davenport Property Management is the property manager. GREER APPLIANCE: Plan Outline Okayed, Plan Hearing on March 20 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina will consider approval of the Chapter 11 plan of reorganization for Greer Appliance Warehouse & Service, LLC at a hearing on March 20. The hearing will be held at 10:30 a.m., at the Donald Stuart Russell Federal Courthouse. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on Feb. 15. The order set a March 15 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. About Greer Appliance Warehouse & Service LLC Headquartered in Greer, South Carolina, Greer Appliance Warehouse & Service, LLC is a single-asset real estate owned by Roger Tarbell. Greer Appliance Warehouse & Service filed for Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 17-04069) on Aug. 15, 2017, estimating less than $50,000 in assets and less than $500,000 in liabilities. Robert H. Cooper, Esq., at The Cooper Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement on February 13, 2018. HCR MANORCARE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: HCR ManorCare, Inc. aka HCRMC Operations, LLC aka HCR ManorCare, LLC 333 North Summit Street Toledo, OH 43604 Business Description: HCR ManorCare -- https://www.hcr- manorcare.com -- is a national healthcare provider that, through certain non-debtor providers, operates a network of more than 450 locations nationwide across the following business segments: (a) skilled nursing and inpatient rehabilitation facilities (SNFs), memory care facilities, and assisted living facilities; (b) hospice and home health care agencies; and (c) outpatient rehabilitation clinics and other ancillary healthcare and related businesses. Headquartered in Toledo, Ohio, HCR ManorCare is a holding company that conducts business operations through more than 300 wholly owned or controlled subsidiaries that comprise the Company, including the Non- Debtor Providers. The Company has operated SNFs through the Non-Debtor Providers for many decades and traded on the New York Stock Exchange until 2007. As of the Petition Date, the Company has approximately 50,000 employees in full- and part-time positions, including nurses, therapists, medical directors and other health professionals, maintenance technicians, administrative support and other staff and corporate personnel. Chapter 11 Petition Date: March 4, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-10467 Judge: Hon. Kevin Gross Debtor's Attorneys: Larry J. Nyhan, Esq. Dennis M. Twomey, Esq. William A. Evanoff, Esq. Allison Ross Stromberg, Esq. Matthew E. Linder, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, Illinois, 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 E-mail: lnyhan@sidley.com dtwomey@sidley.com wevanoff@sidley.com astromberg@sidley.com astromberg@sidley.com Debtor's Delaware Attorneys: Robert S. Brady, Esq. Edmon L. Morton, Esq. Justin H. Rucki, Esq. Tara Pakrouh, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 E-mail: rbrady@ycst.com emorton@ycst.com jrucki@ycst.com tpakrouh@ycst.com Debtor's Investment Bankers: MOELIS & COMPANY LLC 399 Park Avenue, 5th Floor New York, New York 10022 Debtor's Financial Advisors: AP SERVICES, LLC 909 Third Avenue, New York, New York, 10022 Debtor's Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Web site: http://dm.epiq11.com/#/case/HCR/info Total Assets as of Dec. 31, 2017: $4.264 billion Total Liabilities as of Dec. 31, 2017: $7.118 billion The petition was signed by John R. Castellano, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb18-10467.pdf List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Quality Care Properties, Inc. Real Property Undetermined 7315 Wisconsin Ave Lease Obligations Suite 250-W Bethesda, MD 20814 Name: David Haddock, Esq. Tel: (240) 223-4680 Email: dhaddock@qcpcorp.com David Howard Litigation Undetermined Individually and on behalf of the Wrongful Death Beneficiaries of Donald Lee Howard c/o McHugh Fuller Law Group PLLC 97 Elias Whiddon Rd Hattiesburg, MS 39402 Michael J Fuller, Esq. Tel: (800) 939-5580 Email: mike@mchughfuller.com Joseph Grasso Litigation Undetermined Executor of the Estate of Mary Grasso, Joseph Grasso, individually, William Grasso, individually c/o Dworken & Bernstein 60 South Park Place Painesville, Ohio 44077 Patrick Murphy Tel: (440) 946-7656 Email: pmurphy@dworkenlaw.com Clara J. Columbus, Litigation Undetermined as Next of Kin of Richard E. Columbus, Deceased and on Behalf of all Wrongful Death Survivors of the Decedent c/o Maples, Nix and Diesselhorst, PLLC 15401 N. May Avenue Edmond, OK 73103 Ray Maples Tel: (800) 539-0652 Email: ray@mndlawfirm.com Lorraine F. Brosius, Litigation Undetermined as Executrix for the Estate of William B. Brosius, deceased c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Eugene T. Adkins by and Litigation Undetermined through Glen J. Adkins, Attorney-in-Fact c/o Wilkes & McHugh, P.A. One North Dale Mabry, Suite 800 Tampa, FL 33610 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Marika Delgado Litigation Undetermined Personal Representative of the Estate of Sandra Shaw c/o Wilkes & McHugh 2355 E. Camelback Rd, Suite 910 Phoenix, AZ 85016 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Kimberly Kallas Litigation Undetermined c/o Lawrence Raymond Bach 50 S Main Street Akron, OH 44308 Lawrence Bach Tel: (234) 281-4949 Email: jbach@rlbllp.com Douglas McCalister Litigation Undetermined as Administrator for the Estate of Donald E. McCalister c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Ronald A. Samsel and Litigation Undetermined Richard J. Samsel, as Co-Administrators of the Estate of Mary A. Samsel, deceased c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Jeffrey Stone Litigation Undetermined as administrator of the estate of Rachel Stone, deceased c/o Wilkes & McHugh, P.A. 429 North Broadway Lexington, KY 40588-1747 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com The Estate of Bryan L. Slattery Litigation Undetermined by and through EM Micki Slattery, Personal Representative c/o Wilkes & McHugh, P.A. One North Dale Mabry, Suite 800 Tampa, FL 33610 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Margaret Ann Haney Litigation Undetermined as Executrix for the Estate of Lillian J. Kuntz, deceased c/o Wilkes & McHugh 437 Grant St. Pittsburgh, PA 15219 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Kecia L. Johnson Litigation Undetermined as Administrator of the Estate of William Henry Johnson, Jr., deceased c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com John M. Starr, Litigation Undetermined as Administrator of the Estate of Catherine J. Starr, Deceased c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Norman J. Brinton Litigation Undetermined by and through his Attorney-in-Fact, Joan D. Brinton c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Lorraine L. Davis, Litigation Undetermined Executrix of the Estate of John L. Hudson c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Sandra L. Stutzman Litigation Undetermined by and through her Attorney-in-Fact, Ann R. Russell c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com The Estate of Aida J. Peon Litigation Undetermined by and through Mary Ann Torrens, personal representative c/o Wilkes & McHugh, P.A. One North Dale Mabry, Suite 800 Tampa, FL 33610 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com The Estate of Arthur Hoddick Litigation Undetermined by and through Andrew B. Hoddick, PR c/o Wilkes & McHugh, P.A. One North Dale Mabry, Suite 800 Tampa, FL 33610 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Bridget M. Whitley Litigation Undetermined Administrator Pendente Lite for the Estate of Richard M. McVey, deceased c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Walter W. Jackson Litigation Undetermined as PR of the Estate of Phyllis W. Jackson, deceased c/o Connor & Connor 224 Park Ave SE Aiken, SC 29801 Ken Connor Tel: (800) 226-0543 Email: ken@theconnorfirm.com Colleen Bennett Litigation Undetermined as Independent Administrator of the Estate of Mary Parejko, deceased c/o LEVIN & PERCONTI 325 North LaSalle Street, Suite 450 Chicago, IL 60654 Steven M. Levin Email: sml@levinperconti.com Keesha Lane Litigation Undetermined as Administratrix of the Estate of Bobby Lane, Sr. c/o Reddick Moss 1500 JFK Blvd., Suite 1145 Philadelphia, PA 19106 Brent Moss, Esq Tel: (877) 907-7790 Email: brent@reddickmoss.com Judy Wolf-Bolton Litigation Undetermined Administratrix of the Estate of Lynn Wolff c/o Stebner and Associates 870 Market Street, Suite 1212 San Francisco, CA 94102 Kathryn Stebner Tel: (800) 610-9641 Email: kathryn@stebnerassociates.com Sheila J. Dillard Litigation Undetermined Attorney-in-Fact for Dorothy J. Winkfield c/o Wilkes & McHugh 437 Grant St. Pittsburgh, PA 15219 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Neil F. Braun Litigation Undetermined as Executor for the Estate of Kathleen M. Braun c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Dora McGill Litigation Undetermined as Executor for the Estate of James McGill c/o Wilkes & McHugh, P.A. 429 N. Broadway Lexington, KY40588-1747 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Barbara L. Clauser Litigation Undetermined Attorney-in Fact for Willard F. Gower c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com Carol A. Rennick Litigation Undetermined Attorney-in-Fact for Joanna Dronick c/o Wilkes & McHugh 1601 Cherry Street, Suite 1300 Philadelphia, PA 19102 Tim McHugh Tel: (813) 873-0026 Email: timothy@wilkesmchugh.com HCR MANORCARE: Files for Chapter 11 in Delaware with QCP Deal ------------------------------------------------------------- HCR ManorCare Inc., one of the largest skilled nursing home chains in the U.S., filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on March 4, 2018, as required by a Plan Sponsor Agreement in which its landlord, Quality Care Properties Inc., will take control of the company. On March 2, 2018, Quality Care Properties, a Maryland corporation, entered into a plan sponsor agreement with HCR ManorCare, Inc., a Delaware corporation, HCP Mezzanine Lender, LP, a Delaware limited partnership and wholly owned subsidiary of QCP, and the lessors identified therein. The Plan Sponsor Agreement contemplates that, among other things, pursuant to a prepackaged plan of reorganization of HCR ManorCare under chapter 11 of the Bankruptcy Code, HCP Mezzanine Lender as Purchaser will acquire all of the newly issued and outstanding common stock of HCR ManorCare, in exchange for the discharge under the Plan of all claims of QCP against HCR ManorCare and its subsidiaries arising under the Guaranty of Obligations by HCR ManorCare, effective as of February 11, 2013, of the Master Lease. HCR's Plan will be based on, and will contain terms consistent in form and substance with, the restructuring term sheet dated March 2, 2018 attached to and incorporated into the Plan Sponsor Agreement. The Plan includes these terms: * All of QCP's claims against HCR ManorCare will be cancelled in exchange for all of the issued and outstanding capital stock of the reorganized HCR ManorCare; * All creditors of HCR ManorCare other than QCP will be unimpaired under the Plan, including General Unsecured Claims in Class 5; and * The Plan will include customary releases and exculpation by HCR ManorCare of the reorganized HCR ManorCare, its current and former representatives, and QCP. The Debtor and its Subsidiaries admit, stipulate and agree that: (i) as of March 2, (and taking into account payments made by HCR III to the Lessors), the Lessors were owed approximately $180,571,590 in unpaid Rent currently due and owing under the Master Lease, including $14,000,000 in unpaid Rent due and owing since the date of the Second Forbearance Agreement until the date of this Agreement; and (ii) as of March 2, the Lessors were owed approximately $265,225,000 in unpaid Deferred Rent Obligations currently due and owing under the Master Lease. The Plan Sponsor Agreement provides that, during the period prior to the closing of the transactions contemplated by the Plan Sponsor Agreement, Guy Sansone and Laura Linynsky will serve as consultants reporting to QCP and will be provided with certain rights and access to information of HCR ManorCare, as well as access to the board of directors, officers and employees of HCR ManorCare, subject to oversight by the Chief Restructuring Officer of HCR ManorCare. HCR ManorCare will also provide the QCP Consultants with information and access to HCR ManorCare's properties and personnel as they or QCP reasonably request to, among other things, formulate a comprehensive, detailed business plan for HCR ManorCare for implementation following the closing of the Transactions. Following the completion of the Transactions, Mr. Sansone is expected to assume the role of HCR ManorCare's Chief Executive Officer and Ms. Linynsky is expected to serve as HCR ManorCare's interim Chief Financial Officer. The Plan Sponsor Agreement contains additional commitments by HCR ManorCare and QCP relating to the voluntary chapter 11 filing for reorganization by HCR ManorCare, including to use reasonable best efforts to pursue entry of a confirmation order by the bankruptcy court confirming a Plan consistent in form and substance with the arrangements provided in the Term Sheet within 40 days of the filing of the bankruptcy petition. The consummation of the Transactions is subject to certain mutual conditions, including (i) the receipt of certain state licensing approvals with respect to the Transactions, (ii) the entry by the bankruptcy court of a confirmation order confirming a Plan with terms consistent in form and substance with those set out in the Term Sheet, or otherwise reasonably acceptable to QCP and HCR ManorCare, and such order having become a final order and (iii) no entry of an order by the bankruptcy court dismissing the Chapter 11 Case or converting the Chapter 11 Case into a case under Chapter 7 of the Bankruptcy Code or an order materially inconsistent with the Plan Sponsor Agreement, the Plan or the confirmation order in a manner adverse to QCP. The obligation of each party to consummate the Transactions is also conditioned upon (i) compliance by the other party in all material respects with its pre-closing obligations under the Plan Sponsor Agreement, and (ii) the accuracy of the representations and warranties of the other party as of the date of the Plan Sponsor Agreement and as of the closing of the Transactions (subject to customary materiality qualifiers). The Plan Sponsor Agreement will automatically terminate if certain milestones related to the Chapter 11 Case are not met. The Plan Sponsor Agreement may also be terminated by QCP if there has been a material breach of the "no shop" covenant or if HCR III Healthcare LLC, a wholly owned subsidiary of HCR ManorCare ("HCR III"), fails to pay such cash and cash equivalents available to pay all or part of the Reduced Cash Rent (as defined in the Master Lease) after making all transfers of funds permitted under the credit agreement of HCR ManorCare and its subsidiaries and retaining such reserves and making such other expenditures that either the Chief Restructuring Officer or the board of directors of HCR ManorCare has determined would be necessary to allow HCR ManorCare to operate in the ordinary course of business. Either QCP or HCR ManorCare may also terminate the Plan Sponsor Agreement if the Transactions have not been consummated by September 30, 2018. QCP and HCR ManorCare have made customary representations, warranties and covenants in the Plan Sponsor Agreement. Many of the representations made by HCR ManorCare are subject to and qualified by Material Adverse Effect (as defined in the Plan Sponsor Agreement). QCP and HCR ManorCare have also agreed to customary covenants in the Plan Sponsor Agreement, including covenants regarding the operation of the business of HCR ManorCare and its subsidiaries prior to the effective time of the Transactions and a "no shop" covenant prohibiting HCR ManorCare from soliciting, providing non-public information in connection with or entering into discussions or negotiations concerning proposals relating to alternative business combination transactions. In addition, QCP and HCR ManorCare have agreed to use their respective reasonable best efforts to prepare and file all documentation to obtain required regulatory approvals. The Plan Sponsor Agreement provides that HCR ManorCare will use reasonable best efforts to cooperate with QCP in connection with any financing by QCP or HCR ManorCare, including the refinancing of HCR ManorCare's indebtedness under the Centerbridge Facility (as defined in the Plan Support Agreement). On the closing date (the "Closing Date") of the Transactions, the Lessors and HCR III will also enter into an amendment (the "Master Lease Amendment") to the Master Lease and Security Agreement, dated as of April 7, 2011, as amended and supplemented from time to time (the "Master Lease") in the form attached to and incorporated into the Plan Sponsor Agreement. The Master Lease Amendment will provide that, among other things, from the Closing Date until the seventh anniversary of the Closing Date, HCR III will be permitted to defer paying any portion of the monthly minimum rent due to the Lessors to the extent that HCR III does not have cash and cash equivalents available to make such payment in a calendar month after HCR III retains amounts reasonably required, taking into account projected receipts to satisfy HCR III's monthly cash needs and liabilities reasonably anticipated to be paid in cash within ninety days of the first business day of such calendar month. In addition, pursuant to the Master Lease Amendment, HCR III's existing deferred rent obligation and any accrued but unpaid rent under the Master Lease will be released. On the Closing Date, HCR III and its subsidiaries to whom HCR III subleases certain facilities will amend their applicable sublease agreements to reflect the terms of the Master Lease Amendment. Within seven days after the Closing Date, HCR ManorCare, HCR III, and the lessors under the Master Lease will terminate, release and discharge the Guaranty. A copy of the Plan Sponsor Agreement, dated March 2, 2018, by and among HCR ManorCare, Inc., Quality Care Properties, Inc., HCP Mezzanine Lender, LP and the lessors identified therein, is available at https://is.gd/6vVN7z HCR is represented by: Larry Nyhan, Esq. SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 E-mail: lnyhan@sidley.com HCR may be reached through: Richard A. Parr, General Counsel John Castellano, Chief Restructuring Officer HCR ManorCare, Inc. 333 North Summit Street Toledo, Ohio 43604 E-mail: rparr@hcr-manorcare.com jcastellano@alixpartners.com QCP and MC Operations Investments, LLC, as QCP Holder, are represented by: Audra D. Cohen, Esq. Andrew G. Dietderich, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004-2498 Fax: (212) 558-3588 E-mail: cohena@sullcrom.com dietdericha@sullcrom.com HCR MANORCARE: Former CEO Ormond Due $116.7 Million --------------------------------------------------- Jon Chavez, writing for the Toledo Blade, reports that an addendum to the bankruptcy plan filed in U.S. Bankruptcy Court in Wilmington, Del., states that HCR ManorCare's former CEO, Paul Ormond, will receive $116.7 million owed to him stemming from a deferred compensation agreement he signed in 2011 when the company was bought by the Carlyle Group for $6.3 billion. The report says Mr. Ormond also will receive medical, dental, and vision coverage under his employment agreement, plus he also receives office space, furnishings, and secretarial support services provided by ManorCare -- but the accommodations cannot be on company premises. Mr. Ormond stepped down in September 2017 as ManorCare's president and CEO. According to the Blade, a New York newspaper reported last fall that Mr. Ormond had been demanding $100 million in deferred compensation and indicated that Quality Care likely would be liable for the payment should it gain control of ManorCare. HCR ManorCare filed for a prepackaged Chapter 11 bankruptcy on March 4, listing up to $10 billion in both assets and liabilities. HCR MANORCARE: Terms of Restructuring Deal with Carlyle et al. -------------------------------------------------------------- Concurrently with the execution of the Plan Sponsor Agreement, HCR ManorCare, Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle Partners V-A MC, L.P., a Delaware limited Partnership, Carlyle Partners V MC, L.P., a Delaware limited partnership, CP V Coinvestment A, L.P., a Delaware limited partnership, CP V Coinvestment B, L.P., a Delaware limited partnership and MC Operations Investments, LLC, a wholly owned indirect subsidiary of Quality Care Properties Inc., entered into a restructuring support agreement. Subject to the terms and conditions therein, the Restructuring Support Parties, as the owners of common stock of HCR ManorCare, covenanted to, among other things, support the Transactions and a Plan consistent in form and substance with the arrangements set forth in the Term Sheet, and not to take any action, directly or indirectly, that could interfere with the confirmation of said Plan or the consummation of the Transactions. In addition, the Restructuring Support Parties agreed not to transfer, sell or pledge their HCR ManorCare common stock or the right to vote unless the transferee of those shares joins the Restructuring Support Agreement. All obligations pursuant to the Restructuring Support Agreement will terminate upon the earlier of the effective date of the Plan or the date of termination of the Plan Sponsor Agreement. As of March 2, 2018, the Restructuring Support Parties collectively owned 38,901,801 shares of common shares of HCR ManorCare, representing more than eighty percent of the total shares of common stock of HCR ManorCare issued and outstanding on that date. A copy of the Restructuring Support Agreement, including the Restructuring Term Sheet, dated March 2, 2018, by and among HCR ManorCare, Inc., Carlyle MC Partners, L.P., Carlyle Partners V-A MC, L.P., Carlyle Partners V MC, L.P., CP V Coinvestment A, L.P., CP V Coinvestment A, L.P., CP V Coinvestment B, L.P., and MC Operations Investments LLC, is available at https://is.gd/Vic7it Carlyle MC Partners, L.P., Carlyle Partners V-A MC, L.P., Carlyle Partners V MC, L.P., CP V Coinvestment A, L.P., and CP V Coinvestment B, L.P., -- as Majority Holders -- are represented by: Daniel T. Lennon, Esq. Roger G. Schwartz, Esq. J. Cory Tull, Esq. LATHAM & WATKINS LLP 555 Eleventh Street, NW, Suite 1000 Washington, D.C. 20004-1304 E-mail: daniel.lennon@lw.com roger.schwartz@lw.com cory.tull@lw.com HEAVEN'S TREASURES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Heaven's Treasures Thrift and Value Stores, LLC 979 Bethlehem Pike Montgomeryville, PA 18936 Business Description: Heaven's Treasures Thrift and Value Stores LLC -- http://heavenstreasuresthrift.com-- was organized in December of 2016 with a mission of operating a chain of retail stores that will allow second chance employment, financially support charities and give affordable shopping experiences to the greater community while keeping with its corporate purpose. The Company accepts donations of all kinds -- from gently used clothing, accessories, household items, to furniture. Heaven's Treasures has store locations in Feasterville, Norristown, Montgomeryville, Hatboro, and Bristol. Chapter 11 Petition Date: March 2, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Case No.: 18-11434 Judge: Hon. Jean K. FitzSimon Debtor's Counsel: Harry J. Giacometti, Esq. Steven D. Usdin, Esq. FLASTER/GREENBERG, P.C. 1835 Market Street, Suite 1050 Philadelphia, PA 19103 Tel: (215) 587-5680 Tel: (215) 279-9393 E-mail: harry.giacometti@flastergreenberg.com steven.usdin@flastergreenberg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James M. Jones, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb18-11434.pdf HEXION INC: Widens Net Loss to $234 Million in 2017 --------------------------------------------------- Hexion Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $234 million on $3.59 billion of net sales for the year ended Dec. 31, 2017, compared to a net loss of $38 million on $3.43 billion of net sales for the year ended Dec. 31, 2016. For the three months ended Dec. 31, 2017, Hexion reported a net loss of $88 million on $895 million of net sales compared to a net loss of $97 million on $758 million of net sales for the same period during the prior year. As of Dec. 31, 2017, Hexion had $2.09 billion in total assets, $4.83 billion in total liabilities and a total deficit of $2.74 billion. "Hexion posted solid Segment EBITDA gains, sales growth of 18% and volume increases of approximately 10%, respectively, in the fourth quarter of 2017," said Craig A. Rogerson, chairman, president and CEO. "Our fourth quarter Segment EBITDA reflected continued strong demand and year-over-year gains in our base epoxy resins, North American forest products resins, and global formaldehyde businesses." Mr. Rogerson added: "Looking ahead, our outlook is positive for the key end markets we serve. We also expect to further realize the structural cost savings from our recently announced restructuring initiatives, which will support 2018 Segment EBITDA growth. These savings, along with continued growth across most product lines, are expected to drive improved Segment EBITDA in 2018 versus the prior year." Global Restructuring Programs In 2017, the Company achieved approximately $26 million of cost savings, including reductions in selling, general and administrative (SG&A) expenses and targeted site rationalizations. In addition, Hexion recently identified approximately $40 million in additional structural cost savings with approximately 90% of the savings related to headcount reductions. At Dec. 31, 2017, Hexion had $50 million of total in-process cost savings comprised of $12 million in SG&A savings and $38 million in manufacturing savings. The Company has taken the majority of the actions and the impact will be essentially realized over the next 12 months. Portfolio Optimization Initiatives Hexion continues to position the Company for profitable growth by strategically managing its portfolio. In January 2018, Hexion announced that it sold its ATG business to MUNZING CHEMIE GmbH. The Company received approximately $50 million in proceeds from the transaction, or approximately twelve times Segment EBITDA over the last twelve months. Hexion will use the sale proceeds for general corporate purposes. In addition, Hexion has initiated a process for the sale of a portion of its Epoxy, Phenolic and Coatings Resins Segment. The Company expects that sale proceeds will be used to reduce its debt. The Company does not intend to comment further on its strategic activities unless and until it otherwise deems further disclosure is appropriate or required. Liquidity and Capital Resources At Dec. 31, 2017, Hexion had total debt of approximately $3.7 billion compared to $3.5 billion at Dec. 31, 2016. In addition, at Dec. 31, 2017, the Company had $346 million in liquidity comprised of $97 million of unrestricted cash and cash equivalents, $227 million of borrowings available under the Company's senior secured asset-based revolving credit facility and $22 million of time drafts and availability under credit facilities at certain international subsidiaries. Pro forma liquidity reflecting proceeds from the ATG transaction totaled approximately $395 million. Hexion expects to have adequate liquidity to fund its ongoing operations for the next twelve months from cash on its balance sheet, cash flows provided by operating activities and amounts available for borrowings under its credit facilities. A full-text copy of the Form 10-K is available for free at: https://is.gd/IxfKQZ About Hexion Based in Columbus, Ohio, Hexion Inc. -- http://www.hexion.com/-- is a producer of thermosetting resins, or thermosets, and a producer of adhesive and structural resins and coatings. Hexion Inc. serves the global wood and industrial markets through a broad range of thermoset technologies, specialty products and technical support for customers in a diverse range of applications and industries. Hexion Inc. is controlled by investment funds affiliated with Apollo Global Management, LLC. * * * In February 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Hexion Inc. and revised the rating outlook to stable from negative. S&P said it could lower the ratings during the next year if liquidity weakens from current levels, increasing the likelihood that Hexion might not meet its payment obligations. In January 2017, Moody's Investors Service lowered the Corporate Family Rating (CFR) of Hexion Inc. to 'Caa2'. Hexion's 'Caa2' CFR reflects its elevated leverage of over 9 times, weak cash flow from operations and negative free cash flow. HIGH PLAINS COMPUTING: Files Second Amended Plan Outline -------------------------------------------------------- High Plains Computing, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a second amended disclosure statement to accompany its first amended plan of reorganization dated Feb. 23, 2018. The Unsecured Creditors Committee consisting of two creditors, AvePoint Public Sector, Inc. and Silicon Mechanics, Inc. was appointed on Sept. 7, 2017. The Court entered an Order authorizing the Committee's employment of Buechler & Garber, LLC as its counsel on Sept. 15, 2017. As of Oct. 31, 2017, B&G has incurred fees in the amount of $13,694.50, and costs in the amount of $103.24. The latest filing asserts that the fees and costs have increased since this time and are expected to total around $25,000 upon the Effective Date of the Plan, but such amount could increase or decrease depending upon the level of litigation in the case. A copy of the Second Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14819-256.pdf A copy of the First Amended Plan is available at: http://bankrupt.com/misc/cob17-14819-255.pdf The Troubled Company Reporter previously reported that Class 2 under the amended plan is the secured claim of Wells Fargo Commercial Distribution Finance, LLC. The principal amount of the Class 2 claim costs will be allowed in the amount owed on the Confirmation Date of the Plan and will continue to retain all liens that secure its Claim. The Class 2 Claim will bear interest at a rate of 4% per annum. The Debtor will pay the Class 2 Claim $15,000 per month until paid. About High Plains Computing High Plains Computing, Inc., doing business as HPC Solutions -- http://www.hpc-solutions.net/-- offers a broad portfolio of services and solutions in Information Technology (IT), Unified Communications and Professional Services for the government and healthcare industries. It works with manufacturers of IT software, cloud computing, collaboration, storage, and integration. The Company also offers professional services to include IT support and developmental services, data management services, network engineering, technical subject matter experts, administrative services, engineering and more. High Plains Computing, based in Denver, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017. In the petition signed by CEO Roger Cree, the Debtor estimated less than $500,000 in assets and $1 million to $10 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. On Sept. 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. HOMEROOMS INC: Sale of Louisiana Hotel to Fund Proposed Plan ------------------------------------------------------------ Homerooms, Inc. filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement with respect to its proposed chapter 11 plan. The Debtor will sell its hotel located at 2503 SE Evangeline Thrwy., Lafayette Louisiana, and use the proceeds of the sale to pay all Allowed Claims in full, including the secured claim of Gulf Coast Bank. The secured claim of Michael Munro will not be paid under this plan until all other Allowed Claims have been paid in full. All Allowed Unsecured Claims, with the exception of claims of companies owned by Michael Munro, will be paid in full by the sale of the Hotel. If these claims cannot be paid in full, they will be paid to the extend funds are available from the sale. Allowed Unsecured Claims will be paid only after the Priority Tax Claims are paid in full. The Debtor estimates the amount of non-insider unsecured claims to be $54,504. The Hotel is currently listed for sale for $3,400,000 with Danny Nugier of Southwest Real Estate, LLC. This listing price is a $1,000,000 reduction from the previous asking price. The listing price of the Hotel will be reduced until it is sold. Homerooms, Inc. will continue to manage its own affairs post-confirmation. Michael J. Munro, Sr. will continue to oversee all operations as president. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb17-51324-35.pdf About Homerooms Inc. Homerooms, Inc., dba Cypress Tree Inn, operates a hotel at 2503 SE Evangeline Thruway, Lafayette, Louisiana. The hotel property has a current value of $4 million. Homerooms posted gross revenue of $150,000 in 2016 and gross revenue of $150,000 in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 17-51324) on October 10, 2017. Michael J. Munro, Sr., its president, signed the petition. At the time of the filing, the Debtor disclosed that it had $4.10 million in assets and $4.69 million in liabilities. Judge Robert Summerhays presides over the case. The Debtor previously sought bankruptcy protection (Bankr. W.D. La. Case No. 12-50136). The case filed on February 10, 2012. HRG GROUP: Moody's Puts B3 CFR Under Review for Upgrade ------------------------------------------------------- Moody's Investors Services placed HRG Group, Inc.'s ratings on review for upgrade. This follows the announcement on Monday that Spectrum Brands, Inc. (Spectrum Brands/B1 stable) and HRG reached a definitive merger agreement in which Spectrum Brands will combine with HRG. As a result, HRG's shareholders will effectively hold HRG's interests in Spectrum Brands following the combination. The number of shares HRG's stockholders will receive at the closing will be adjusted to reflect HRG's net debt position. HRG expects the transaction to close by June 2018. This transaction essentially concludes HRG's strategic review of its business that it started in November 2016. After this transaction closes, HRG will not have any significant operations or investments. RATINGS RATIONALE Moody's rating review will focus on the structure and closing of the transaction. Ratings placed on review for upgrade: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; Unsecured notes at Caa1 Rating unchanged: Speculative Grade Liquidity Rating at SGL-2 The principal methodology used in this rating was the Global Consumer Durables methodology published in April 2017. HRG Group is a holding company whose principal focus historically was to acquire or enter into combinations with businesses in diverse segments. The company's main operating subsidiary is Spectrum Brands. HUMANIGEN INC: Cheval Holdings Hikes Stake to 43.9% as of March 1 ----------------------------------------------------------------- As of March 1, 2018, Black Horse Capital LP may be deemed to beneficially own 5,996,710 shares of common stock of Humanigen, Inc., Black Horse Capital Master Fund Ltd. may be deemed to beneficially own 13,997,832 Shares and Cheval Holdings, Ltd. may be deemed to beneficially own 46,876,309 Shares, constituting approximately 5.6%, 13.1% and 43.9%, respectively, of the outstanding Shares. Humanigen issued to each of the Domestic Fund, the Offshore Fund and Cheval 5,123,733 Shares, 11,957,369 Shares and 44,840,991 Shares, respectively, for amounts owed by the Company under the Credit Agreement and in total consideration of $3,000,000. The aggregate percentage of Shares reported owned by each person is based upon approximately 106,802,229 Shares outstanding as of Feb. 27, 2018. Black Horse Capital Management LLC, by virtue of its relationships with Domestic Fund and Cheval, may be deemed to beneficially own the 52,873,019 Shares beneficially owned by the Domestic Fund and Cheval, constituting approximately 49.5% of the outstanding Shares. Dale Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval, may be deemed to beneficially own the 66,870,851 Shares owned by each of the Domestic Fund, the Offshore Fund and Cheval, constituting approximately 62.6% of the outstanding Shares. A full-text copy of the regulatory filing is available at: https://is.gd/d7KxFF About Humanigen, Inc. Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc. (OTCQB: HGEN), -- http://www.humanigen.com/-- is a biopharmaceutical company focused on advancing medicines for patients with neglected and rare diseases through innovative, accelerated business models. Lead compounds in the portfolio are benznidazole for the potential treatment of Chagas disease in the U.S., and the proprietary monoclonal antibodies, lenzilumab and ifabotuzumab. Lenzilumab has potential for treatment of various rare diseases, including hematologic cancers such as chronic myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia (JMML). Humanigen is based in Brisbane, California. KaloBios filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months later. HORNE LLP, in Ridgeland, Mississippi, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. KaloBios reported a net loss of $27.01 million in 2016 following a net loss of $35.37 million in 2015. As of Sept. 30, 2017, Humanigen had $2.56 million in total assets, $24.14 million in total liabilities and a total stockholders' deficit of $21.57 million. IHEARTCOMMUNICATIONS INC: Elects Not to Pay $138M Notes Interest ---------------------------------------------------------------- iHeartCommunications, Inc. announced that its Board of Directors has elected not to make the interest payments due on March 1, 2018 of approximately $59.1 million with respect to its outstanding 11.25% Priority Guarantee Notes due 2021 and of approximately $78.8 million with respect to its outstanding 9.0% Priority Guarantee Notes due 2021. The Company's Board of Directors elected not to make the payments as active discussions continue among its lenders, noteholders, and financial sponsors regarding a comprehensive debt restructuring. Under the indentures governing the Notes, the Company has a 30-day grace period to make the interest payments before such default triggers an event of default. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Also in February 2018, S&P Global Ratings lowered its corporate credit ratings on Texas-based iHeartMedia Inc. and its iHeart subsidiary to 'SD' (selective default) from 'CC'. The downgrade follows iHeart's recent announcement that it did not make a $106 million net cash interest payment on its 12%/14% senior notes due 2021. The payment was due on Feb. 1. HeartCommunications' carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. IHEARTMEDIA INC: GSO Sells Debt to Liberty Media ------------------------------------------------ Sridhar Natarajan and Emma Orr, writing for Bloomberg News, reported last week that GSO Capital Partners, credit unit of Blackstone Group, has exited its position at iHeartMedia Inc. after selling roughly $400 million of iHeart debt to billionaire John Malone's Liberty Media, according to people with knowledge of the matter. The sources asked not to be identified because the information is private. Bloomberg noted that Liberty accumulated a position in the debt to inject itself into restructuring talks for iHeart in an effort to take control of its radio business. As widely reported, Liberty Media offered to finance iHeart's bankruptcy in exchange for a 40% stake in the reorganized company. Liberty is still negotiating with the senior creditor group, Bloomberg reported. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Also in February 2018, S&P Global Ratings lowered its corporate credit ratings on Texas-based iHeartMedia Inc. and its iHeart subsidiary to 'SD' (selective default) from 'CC'. The downgrade follows iHeart's recent announcement that it did not make a $106 million net cash interest payment on its 12%/14% senior notes due 2021. The payment was due on Feb. 1. HeartCommunications' carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. IHEARTMEDIA INC: Lenders Agree to Forbearance Thru March 7 ---------------------------------------------------------- iHeartCommunications, Inc. and certain lenders party thereto, on March 4, 2018, entered into a Forbearance Agreement, with respect to the Credit Agreement, dated as of May 13, 2008, as amended and restated as of February 23, 2011, among the Company, as the parent borrower, the subsidiary co-borrowers and foreign subsidiary revolving borrowers party thereto, iHeartMedia Capital I, LLC, as a guarantor, Citibank, N.A., as administrative agent, swing line lender and letter of credit issuer, and the other lenders from time to time party thereto. The Consenting Lenders constitute the lenders required under the Credit Agreement to grant a forbearance. Pursuant to the Forbearance Agreement, the Consenting Lenders agreed to temporarily forbear from accelerating the obligations under the Credit Agreement or otherwise exercising any rights or remedies thereunder as a result of any actual or prospective event of default under Section 8.01(e) of the Credit Agreement resulting from the Company's failure to make an interest payment beyond the applicable grace period with respect to its 14.00% Senior Notes due 2021 that was originally due on February 1, 2018. The forbearance became effective upon all parties' execution thereof and will terminate immediately and automatically upon the earliest to occur of (i) March 7, 2018 at 11:59 p.m. Central time and (ii) an event of default under the Credit Agreement other than those that resulted in the entry into the Forbearance Agreement. Pursuant to the Forbearance Agreement, the Company agreed to not make payments on account of any indebtedness or obligations under the indentures governing the Company's legacy notes and the Company's 14.00% Senior Notes due 2021 during the Forbearance Period. iHeartCommunications has engaged in discussions with its stakeholders with respect to the restructuring of its capital structure. In connection with the discussions, iHeartMedia, Inc., the indirect parent of the Company, and the Company have been working on a proposed draft restructuring support agreement and related proposed draft restructuring term sheet with advisors to groups of the Company's noteholders, lenders and equity holders. The draft restructuring support agreement and related draft restructuring term sheet have been shared by the advisors with the groups they represent. A copy of iHeartMedia's Proposed Draft Restructuring Support Agreement, dated March 3, 2018, is available at https://is.gd/igaH1g A copy of iHeartMedia's Proposed Draft Restructuring Term Sheet, dated March 3, 2018, is available at https://is.gd/yJtmEj No agreement has been reached with respect to the discussions, and discussions remain ongoing. iHeartMedia, Inc. said it will continue to work with all of its constituents to develop a consensual transaction to allocate consideration among its various stakeholders. There can be no assurances that a consensual transaction or any agreement will be reached. iHeartMedia is represented by: Anup Sathy, P.C., Esq. William A. Guerrieri, Esq. Benjamin M. Rhode, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, IL 60654 E-mail: anup.sathy@kirkland.com will.guerrieri@kirkland.com benjamin.rhode@kirkland.com - and - Christopher J. Marcus, P.C., Esq. AnnElyse S. Gibbons, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 E-mail: christopher.marcus@kirkland.com annelyse.gibbons@kirkland.com Counsel to the ad hoc group of holders of Term Loan Credit Facility Claims and PGN Claims --- 9.000% Priority Guarantee Notes due 2019, 9.000% Priority Guarantee Notes due 2021, 11.250% Priority Guarantee Notes due 2021, 9.000% Priority Guarantee Notes due 2021, and 10.625% Priority Guarantee Notes due 2023, issued by iHeartCommunications, Inc. -- that are parties to the Third Cooperation Agreement dated June 16, 2017: Bruce Bennett, Esq. JONES DAY 555 South Flower Street, Fiftieth Floor Los Angeles, CA 90071 Email address: bbennett@jonesday.com The Term Loan/PGN Group also has hired PJT Partners LP as advisor. The Term Lender Group is represented by: Michael D. Messersmith, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 70 W. Madison Street Chicago, IL 60602 Email: michael.messersmith@arnoldporter.com - and - Alan Glantz, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 250 W. 55th Street New York, NY 10019 E-mail: alan.glantz@arnoldporter.com An ad hoc group of holders of 2021 Notes Claims -- 14.000% senior notes due 2021, issued by iHeartCommunications, Inc. -- is represented by: Robert Klyman, Esq. Matthew J. Williams, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071 Email: rklyman@gibsondunn.com mjwilliams@gibsondunn.com 2021 Noteholder Group also engaged GLC Advisors & Co. as advisor. The so-called Consenting Sponsors, which comprise the holders of, or nominees, investment advisors, sub-advisors or managers of funds that hold Equity Interests that have executed and delivered counterpart signature pages to the Restructuring Support Agreement to counsel to the Company Parties, are represented by: Matthew S. Barr, Esq. Jacqueline Marcus, Esq. Gabriel A. Morgan, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 E-mail: matt.barr@weil.com Jacqueline.marcus@weil.com Gabriel.morgan@weil.com About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Also in February 2018, S&P Global Ratings lowered its corporate credit ratings on Texas-based iHeartMedia Inc. and its iHeart subsidiary to 'SD' (selective default) from 'CC'. The downgrade follows iHeart's recent announcement that it did not make a $106 million net cash interest payment on its 12%/14% senior notes due 2021. The payment was due on Feb. 1. HeartCommunications' carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. IHEARTMEDIA INC: Terms of Company's Draft Restructuring Proposal ---------------------------------------------------------------- iHeartmedia, Inc., expects to spin off Clear Channel Outdoor Holdings, Inc., and hand over ownership of the unit to the holders of its Term Loan Credit Facility Claims and PGN Claims, according to a disclosure to the Securities and Exchange Commission. The spin-off will be implemented according to a Chapter 11 bankruptcy. iHeartmedia has been expected to seek bankruptcy protection any time soon. On Monday, iHeartmedia disclosed that it continues to engage in discussions with its stakeholders with respect to the restructuring of its capital structure, and that the Company has been working on a proposed draft restructuring support agreement and related proposed draft restructuring term sheet with advisors to groups of the Company's noteholders, lenders and equity holders. iHeartmedia expects to stay in bankruptcy in 300 days. According to a draft term sheet, iHeartmedia proposed that upon emergence from a planned Chapter 11 bankruptcy, the Company's pro forma exit capital structure will consist of: * A senior secured asset-based revolving credit facility on terms as determined by the Company and the Consenting Term Loan/PGN Group Creditors in their reasonable discretion, and set forth in a supplement to the Plan, sufficient to fund the distributions required by the Plan. * $5,750 million in principal amount of secured debt. * Reorganized iHeart equity to be issued to holders of Term Loan Credit Facility Claims, PGN Claims, 2021 Notes Claims, Legacy Notes Claims, and holders of Equity Interests in iHeart. PGN Claims mean the 9.000% Priority Guarantee Notes due 2019, 9.000% Priority Guarantee Notes due 2021, 11.250% Priority Guarantee Notes due 2021, 9.000% Priority Guarantee Notes due 2021, and 10.625% Priority Guarantee Notes due 2023, issued by iHeartCommunications, Inc. The Term Loan Credit Facility means the Term Loan D Facility due 2019 and the Term Loan E Facility due 2019. Under the proposed draft term sheet, each holder of a Term Loan Credit Facility Claim or PGN Claim will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Term Loan Credit Facility Claim or PGN Claim, its pro rata share and interest in: (a) $5.550 billion in principal amount of New Secured Debt to be issued by Reorganized iHeart pursuant to the Plan upon the occurrence of the Restructuring Effective Date; (b) [Cash in an amount equal to (I) the pro forma amount of balance sheet cash of the Company Parties available after giving effect to the Restructuring Effective Date, capitalizing Clear Channel, the consummation of the Plan and all Restructuring Transactions, and all debt reductions and repayments, the payment of all fees, expenses, and related uses of cash on the Restructuring Effective Date in accordance with the Plan, minus (II) $[_____________] million.] (c) a distribution of (i) Special Warrants, (ii) Reorganized iHeart Common Stock, or (iii) a combination of Special Warrants and Reorganized iHeart Common Stock, which (inclusive of the shares of Reorganized iHeart Common Stock that may be received in connection with the exercise of the Special Warrants) will constitute, in the aggregate, 93.25 percent of the Reorganized iHeart Common Stock, subject to dilution on account of a Post-Emergence Equity Incentive Program; and (d) 100% of the common equity in Clear Channel owned by the Company or its subsidiaries. Claims related to the 14.000% senior notes due 2021, issued by iHeartCommunications, Inc. -- 2021 Notes Claims -- and the 6.875% senior notes due 2018 and 7.250% senior notes due 2027, issued by iHeartCommunications, Inc. -- Legacy Notes Claims -- will be classified together under the Plan. Each holder of a 2021 Notes Claim or Legacy Claim will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such 2021 Notes Claim or Legacy Claim, its pro rata share and interest in: (a) [At the option of the Required Consenting Cooperating Group Creditors, either (i) $200 million in principal amount of New Secured Debt to be issued by Reorganized iHeart pursuant to the Plan upon the occurrence of the Restructuring Effective Date or (ii) cash in an amount equal to $200 million]; and (b) a distribution of (i) Special Warrants, (ii) Reorganized iHeart Common Stock, or (iii) a combination of Special Warrants and Reorganized iHeart Common Stock, which (inclusive of the shares of Reorganized iHeart Common Stock that may be received in connection with the exercise of the Special Warrants) will constitute, in the aggregate, 5.00% of the Reorganized iHeart Common Stock, subject to dilution on account of the Post-Emergence Equity Incentive Program. Any Special Warrants or other Warrants shall have a nominal exercise price. The treatment of General Unsecured Claims will have to be agreed to among the parties, iHeartmedia says. While, each holder of an Equity Interest will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Equity Interest, its pro rata share and interest in a distribution of (i) Special Warrants, (ii) Reorganized iHeart Common Stock, or (iii) a combination of Special Warrants and Reorganized iHeart Common Stock, which (inclusive of the shares of Reorganized iHeart Common Stock that may be received in connection with the exercise of the Special Warrants) will constitute, in the aggregate, 1.75 percent of the Reorganized iHeart Common Stock, subject to dilution on account of the Post-Emergence Equity Incentive Program. All claims held by Clear Channel against iHeartCommunications, Inc., pursuant to the terms of an intercompany revolving promissory note, will receive treatment in a form and substance acceptable to the Company Parties, CCOH, and the Required Consenting Term Loan/PGN Group Creditors. In its proposal iHeartmedia's proposal says the Company's Restructuring will be effectuated pursuant to certain "Milestones" including: * the Plan, Disclosure Statement, and a motion for approval of the Disclosure Statement, all in form and substance reasonably acceptable to the Company Parties and Consenting Stakeholders, shall be filed in the Chapter 11 Cases within [60] days of the Petition Date; * an order approving the Disclosure Statement shall be entered by the Bankruptcy Court within [180] days of the Petition Date; * an order confirming the Plan shall be entered by the Bankruptcy Court within [300] days of the Petition Date; and * the Restructuring Effective Date shall occur within [365] days of the Petition Date; provided that the Parties shall negotiate in good faith a reasonable extension of the Outside Date if the Parties have otherwise complied with the terms of the Definitive Documents and all other events and actions necessary for the occurrence of the Restructuring Effective Date have occurred other than the receipt of regulatory or other approval of a governmental unit necessary for the occurrence of the Restructuring Effective Date. A copy of iHeartMedia's Proposed Draft Restructuring Support Agreement, dated March 3, 2018, is available at https://is.gd/igaH1g A copy of iHeartMedia's Proposed Draft Restructuring Term Sheet, dated March 3, 2018, is available at https://is.gd/yJtmEj About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) at 'C'. iHeart's 'C' IDR reflects the likelihood for a near-term default and potential restructuring event, which increased following the company's strategic decision to not pay the $106 million cash interest payment on a more junior piece of debt that was due on Feb. 1, 2018. Also in February 2018, S&P Global Ratings lowered its corporate credit ratings on Texas-based iHeartMedia Inc. and its iHeart subsidiary to 'SD' (selective default) from 'CC'. The downgrade follows iHeart's recent announcement that it did not make a $106 million net cash interest payment on its 12%/14% senior notes due 2021. The payment was due on Feb. 1. HeartCommunications' carries a 'Caa2' Corporate Family Rating from Moody's Investors Service. INTERNATIONAL PLACE: Taps Marcus & Millichap as Broker ------------------------------------------------------ International Place at Tysons, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Marcus & Millichap Real Estate Investment Services, Inc., as real estate broker to the Debtor. International Place requires Marcus & Millichap to market and sell the Debtor's real property located at 8201 Leesburg Pike, Vienna, Virginia. Marcus & Millichap will be paid a commission of 1.25% of the purchase price of the properties. Bryn Merrey, member of Marcus & Millichap Real Estate Investment Services, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Marcus & Millichap can be reached at: Bryn Merrey MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES, INC. 7200 Wisconsin Ave., 1101 Bethesda, MD 20814 Tel: (202) 536-3700 About International Place at Tysons 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. JLF 114 LIBERTY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: JLF 114 Liberty, LLC 114 Liberty Street, Apt. 8 New York, NY 10006 Business Description: JLF 114 Liberty, LLC listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: March 2, 2018 Case No.: 18-10608 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Paul A. Rachmuth, Esq. PAUL A. RACHMUTH, ESQ. 265 Sunrise Highway, Ste. 62 Rockville Centre, NY 11570 Tel: (516) 330-0170 Email: paul@paresq.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James A. Fernandez, 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/nysb18-10608.pdf K-MAC HOLDINGS: Moody's Assigns B3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to K-Mac Holdings Corp., including a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. Moody's additionally assigned B2 ratings to K-Mac's proposed $50 million senior secured 1st lien revolver and $355 million senior secured 1st lien term loan, and a Caa2 rating to its proposed $115 million senior secured 2nd lien term loan. The outlook is stable. Proceeds from the proposed $355 million 1st lien term loan and $115 million 2nd lien term loan will be used to fund a $96 million cash dividend to shareholders, refinance approximately $364 million of existing outstanding debt, and pay $10 million in related transaction fees and expenses. The ratings are subject to the execution of the proposed transaction and Moody's receipt and review of final documentation. "K-Mac's B3 CFR reflects the company's high leverage as a result of the proposed dividend refinancing, its modest size and scale, and regional concentration," stated Adam McLaren, Moody's AVP-Analyst. Moody's expects lease adjusted leverage on a pro-forma basis of near 6.6x for the year ended 12/31/17. However, the ratings also recognize the strength and awareness of the Taco Bell brand, K-Mac's good liquidity and the expectation that leverage will improve from levels following closing. Assignments: Issuer: K-Mac Holdings Corp -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Senior Secured Revolving Credit Facility, Assigned B2(LGD3) -- Senior Secured 1st Lien Term Loan, Assigned B2(LGD3) -- Senior Secured 2nd Lien Term Loan, Assigned Caa2(LGD5) Outlook Actions: Issuer: K-Mac Holdings Corp -- Outlook, Assigned Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects K-Mac's high leverage level, given the company's modest size and scale with regards to total number of restaurants and revenue, restaurant concentration in the south central region of the US, notably Oklahoma, Arkansas and Missouri, as well as an aggressive financial policy. The rating is supported by the strength, value proposition, and high level of awareness of the Taco Bell brand. The rating is further supported by the company's good liquidity and expectation that leverage will come down as a result of debt repayment above required amortization levels. The stable outlook reflects Moody's view that debt protection metrics will gradually improve as new locations continue to be developed, existing stores remodeled and management focuses on debt reduction over and above required amortization. The stable outlook also reflects that K-Mac will continue to have good liquidity. Factors that could result in an upgrade include stronger credit metrics, with continued increase in size, scale, and geographic diversification. A higher rating would require debt to EBITDA under 5.5 times and EBIT coverage of interest expense of near 1.75 times, on a sustained basis. An upgrade would also require good liquidity. A downgrade could occur if credit metrics weaken from current levels (6.6x pro-forma lease adjusted debt to EBITDA) or if a more aggressive financial policy, including additional debt financed dividends without prior reductions in leverage, were instituted. A deterioration in liquidity could also result in a downgrade. The principal methodology used in these ratings was Restaurant Industry published in January 2018. K-Mac Holdings Corp., headquartered in Fort Smith, Arkansas, owns and operates 285 Taco Bell and 6 Golden Corral franchised restaurants throughout the south central region of the US. Annual revenue is approximately $450 million. K-Mac is majority owned by Lee Equity Partners. KAR AUCTION: Moody's Puts B1 CFR Under Review for Downgrade ----------------------------------------------------------- Moody's Investors Service placed KAR Auction Services, Inc.'s credit ratings, including the B1 Corporate Family Rating (CFR) and Ba2 and B3 ratings for its senior secured and senior unsecured debt, respectively, under review for downgrade. The ratings action was prompted by the company's announcement that it plans to spin-off its Insurance Auto Auctions (IAA) salvage auction business into a separate publicly-traded company. The remaining businesses will mainly comprise KAR's whole car auction and floor plan lending services. RATINGS RATIONALE The planned separation of the businesses is expected to be complete within the next 12 months. KAR expects to file financial disclosures of the two entities on a standalone basis and provide details of capital structures at the two entities over the next few months. Management expects to target credit ratings for the standalone entities that will be consistent with KAR's existing credit ratings. Moody's placed KAR's ratings under review for downgrade to reflect standalone entities' diminished scale and revenue diversity as well as uncertainty about their financial risk profile and profitability. The salvage auction business had strong demand prospects and was growing at higher organic growth rates than the whole car auction business. Moody's review of KAR's ratings will focus on (i) the final capital structure, (ii) profitability and capital requirements, including acquisition strategy, and, (iii) financial policies of the successor entities upon separation. Assuming that total leverage (including borrowings under securitization facilities) at the standalone entities is similar to KAR's existing leverage and no material changes in financial performance or structure, Moody's expects the CFR to be either confirmed or downgraded by one notch. The existing B1 CFR reflects KAR's large scale and leading market position in the used and salvage vehicles auction services industry. Moody's expects the consolidated company to generate revenue growth of about 6% in 2018, maintain leverage near 5x and generate free cash flow of about 4% of total adjusted debt. The following ratings were placed on review for downgrade: Issuer: KAR Auction Services, Inc. -- Corporate Family Rating, B1 -- Probability of Default Rating, B1-PD -- Senior secured revolving credit facility due 2021, Ba2 (LGD2) -- Senior secured term loan due 2021, Ba2 (LGD2) -- Senior secured term loan due 2023, Ba2 (LGD2) -- Senior notes due 2025, B3 (LGD5) Outlook Actions: Issuer: KAR Auction Services, Inc. -- Outlook, Changed to Rating Under Review from Stable KAR is a leading provider of vehicle auction services in North America and the UK. KERR-ALBERT OFFICE: Hires Wernette Heilman as Counsel ----------------------------------------------------- Kerr-Albert Office Supply, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Wernette Heilman PLLC, as counsel to the Debtor. Kerr-Albert Office requires Wernette Heilman to: a. advise the Debtor with respect to its powers and duties as Debtor and debtor-in-possession in the continued management and operation of its business; b. administer the bankrutcy case and the exercise of oversight with respect to Debtor's affairs, including all issues arising from or impacting Debtor or the Chapter 11 case; c. prepare necessary applications, motions, memoranda, orders, reports, and other legal papers; d. appear in Court and at meetings to represent the interests of the Debtor; e. negotiate with creditors and other parties in interest; f. prepare and prosecute a Chapter 11 plan of reorganization; and g. perform all other legal services for Debtor in connection with the Chapter 11 case. Wernette Heilman will be paid at these hourly rates: Attorneys $310-$320 Paralegals $115 Before commencement of the bankruptcy case, Wernette Heilman received the amount of $10,000. Wernette Heilman applied $7,527.09 of this amount to fees and expenses incurred before the filing of the Chapter 11 bankruptcy petition but not yet billed, and $1,717 to the Chapter 11 filing fee. Wernette Heilman will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan D. Heilman, partner of Wernette Heilman PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wernette Heilman can be reached at: Ryan D. Heilman, Esq. Michael R. Wernette, Esq. WERNETTE HEILMAN PLLC 24725 W. 12 Mile Rd., Suite 110 Southfield, MI 48034 Tel: (248) 663-5146 E-mail: ryan@wernetteheilman.com About Kerr-Albert Office Supply, Inc. Founded in 1961, Kerr-Albert Office Supplies is a family owned business in Port Huron, Michigan. The Company operates a store that provides a full line of products and services in office supplies, equipment and furniture industry. The Company has two convenient locations to service the Metro Detroit and Port Huron areas. http://www.kerralbert.com/ Kerr-Albert Office Supply, Inc., based in Port Huron, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-41510) on February 5, 2018. The Hon. Marci B McIvor presides over the case. Ryan D. Heilman, Esq., at Wernette Heilman PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Ernest Albert, president. LAKESHORE PROPERTIES: To Pay MLIC, Metlife Loans in 3 Years ----------------------------------------------------------- Lakeshore Properties of South Florida LLC, Okeechobee CC-1 Land Trust, Okeechobee CC-II Land Trust and Okeechobee CC-III Land Trust filed with the U.S. Bankruptcy Court for the Southern District of Florida a joint third amend disclosure statement describing their joint third amended plan of reorganization dated Feb. 27, 2018. The joint third amended plan provides that the Debtors intend to restructure and satisfy the loans with MLIC Asset Holdings and Metropolitan Life Insurance Company or MetLife. Upon the Effective Date, the Debtors will distribute to MLIC $500,000 from the plan escrow and commence making payments. The $500,000 will be used to satisfy an approximately $299,000 loan due from Lakeshore. Approximately $127,000 will be utilized to reimburse MetLife and MLIC for protective advances on behalf of the Debtors and the balance of approximately $72,000 will be applied to reduce the outstanding balance on the prepetition balance. The Debtors have listed the ranch in Okeechobee County, Florida for sale for $17,000,000. If and when the ranch sells, the Debtors will utilize the proceeds to pay-off the loans due to MLIC first and the balance, if any, will be utilized to pay the remaining principal due to MetLife or pay down amounts due to MLIC and MetLife. In addition, the Debtors will utilize the field grown tree inventory owned by Okeechobee Farm Lands, Inc., to further reduce the balance due to MetLife and MLIC from tree sales by Manuel Diaz Farms. The Debtors' financial projections show that the Debtors will have sufficient revenues to pay the obligations under the Plan. The Plan provides for the payment of all principal due to MetLife and MLIC within three years from the Effective Date of the Plan. The Debtors will accomplish this through land sales and tree sales. The Debtors own the land upon which substantial ornamental trees are grown pursuant to a lease with Okeechobee Farm Lands, Inc., who is the owner of the field grown trees. Economic conditions have been unfavorable for the disposition of either the land or the liquidation of the tree inventory. With the destruction caused by Hurricane Irma throughout Florida and the Caribbean, these Debtors are able to benefit from Okeechobee Farm Lands' vast inventory that will be utilized to help rebuild many areas that were adversely impacted by the hurricane's destruction. A copy of the Joint Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-21866-93.pdf A copy of the Third Amended Joint Reorganization Plan is available at: http://bankrupt.com/misc/flsb17-21866-94.pdf About Lakeshore Properties of South Florida Formed in 2002, Lakeshore Properties of South Florida, LLC, is a Florida Limited Liability Company engaged in activities related to real estate. Its principal assets are located in Okeechobee County, Florida. Lakeshore Properties of South Florida filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21866) on Sept. 28, 2017. In the petition signed by Manuel C. Diaz, its managing member, the Debtor estimated assets up to $50,000 and its liabilities at $10 million and $50 million. Judge Robert A. Mark presides over the case. Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. LDJ ENTERPRISE: Hires John R.B. Braddock as Accountant ------------------------------------------------------ LDJ Enterprise, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ John R.B. Braddock, CPA, as accountant to the Debtor. LDJ Enterprise requires John R.B. Braddock to: (a) analyze books and records which reflect the operation of the Debtor's business prior and subsequent to commencement of the bankruptcy case; (b) prepare financial statements for the Debtor and its affiliates; (c) examine transactions between the Debtor and various of its creditors and affiliates within two years before commencement of this case and subsequent thereto; (d) review the loans receivable and all transactions between the Debtor and its officers, employees, or stockholders; (e) participate in the taking of inventories of the Debtor's assets; (f) review cash receipts and disbursements for various periods prior to commencement of the bankruptcy case; (g) review all financial information prepared for the Debtor's business operation during administration of the bankruptcy case; (h) analyze financial and accounting aspects of various contract negotiations which may occur during the operation of the Debtor's business; (i) evaluate claims asserted by various creditors; (j) review and prepare pro forma balance sheets, profit and loss statements, and other projections of the Debtor's future business operation; (k) assist the Debtor in evaluating or formulating provisions of a Plan of Reorganization herein; (l) participate in meetings of the Debtor and Court hearings as appropriate; and (m) report to and consult with the Debtor and its representatives concerning the foregoing and such other financial or accounting matters on behalf of the Debtor as may become necessary in the bankruptcy case. John R.B. Braddock will be paid at the hourly rate of $200. John R.B. Braddock will also be reimbursed for reasonable out-of-pocket expenses incurred. John R.B. Braddock, a partner at John R.B. Braddock, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John R.B. Braddock can be reached at: John R.B. Braddock JOHN R.B. BRADDOCK, CPA 16420 E 9 Mile Rd Eastpointe, MI 48021 About LDJ Enterprise Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No. 17-11088) on March 23, 2017, estimating assets and liabilities of less than $50,000. Lisa Pulliam, its administrator, signed the petition. The Debtor tapped Dalton Middleton, Esq., at Middleton & Tinsley Law Firm, PLLC, to serve as legal counsel in connection with its Chapter 11 case. LENEXA HOTEL: Court Decision to Dismiss Chapter 11 Case Remains --------------------------------------------------------------- Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas entered an order granting Debtor Lenexa Hotel, L.P.'s motion to dismiss its chapter 11 case after granting Holiday Hospitality Franchising, LLC's motion for reconsideration and estimation of secured claims. The motion of HHF to convert the Debtor's case to Chapter 7 is denied. The Court held its first hearing on the competing motions on Sept. 8, 2017, when it heard extensive arguments on the motions. There was no request for discovery or for an evidentiary hearing. At the close of the hearing, the parties and the United States Trustee were granted leave to file additional briefs. Briefs were filed by Debtor, HHF, and CoreFirst Bank & Trust, the Debtor's secured lender. In addition, CoreFirst filed a proof of claim for $20,785,920.06, comprised of a secured claim of $13,490,000, the value of Debtor's real property, and an unsecured claim of $7,295,920.06.9 On Sept. 29, 2017, during a telephonic hearing, the Court announced its findings of fact and conclusions of law. Based on consideration of the relevant factors from Helmers, the Court concluded that dismissal would be in the best interests of creditors and the estate. HHF filed a motion for reconsideration on Oct. 10, 2017. HHF argued that the Court erred when granting the motion to dismiss because it: (1) improperly relied on CoreFirst's proof of claim that was filed after the hearing on the competing motions; (2) mistakenly construed the work-out agreement between Debtor, CoreFirst, and Steven J. Craig; and (3) should have held an evidentiary hearing before ruling on the competing motions. Debtor and CoreFirst opposed reconsideration. HHF also filed an objection to CoreFirst's proof of claim. The Court granted the motion to reconsider. It pointed out that when it granted the motion to dismiss, HHF had clearly waived any right to an evidentiary hearing. It further noted it had relied on statements of CoreFirst's counsel in the bank's brief about the amount of the bank's secured claim if only three of its five mortgages secured its claim, rather than on the bank's post-hearing proof of claim. Nevertheless, the Court found that HHF’s challenges to the estimated amount of CoreFirst's secured claim could have merit and should be considered. The Court ruled that an evidentiary hearing would be held on one issue, estimating the amount of CoreFirst's secured claim, and if necessary, a subsequent evidentiary hearing would be held to estimate Ventura Hotel Corporation's secured claim. With respect to the other ground for reconsideration, the Court held that any misunderstanding of the work-out agreement was not material to its decision to dismiss. Upon deliberation, the Court concludes that the estimations of CoreFirst's and Ventura's claims and the expiration of the work-out agreement do not change the result -- dismissal of the case is in the best interests of creditors and the estate. First, the Court observes that the basic premises supporting dismissal have not changed as a result of the hearings after the motion to reconsider was granted. The hotel still must be sold; the sale proceeds will be maximized by a sale outside of bankruptcy, rather than in Chapter 7; and if the sale took place in a Chapter 7 proceeding, the sale proceeds would likely be less than the estimated claims secured by the property, leaving no equity for the payment of unsecured claims. When initially granting dismissal, the Court estimated that CoreFirst's secured claim would exceed the value of the real property, leaving no value in Debtor's primary asset for payment of unsecured creditors. After two evidentiary hearings, the Court now estimates CoreFirst's secured claim to be less than the value of the real property, leaving some equity beyond that claim, but also estimates Ventura's secured claim to be far in excess of that remaining equity. If the case were converted to Chapter 7, unsecured creditors would be unlikely to receive any distribution attributable to the sale of the real property. In addition, if the Court's claim estimates are correct, in a Chapter 7 case, CoreFirst's and Ventura's unsecured claims would dwarf those of the other unsecured creditors, whom HHF erroneously argues would benefit from conversion. As previously observed, the Debtor's only significant asset other than its real property is its claim against HHF that is being litigated in federal district court. During oral argument following the Jan. 17, 2018 evidentiary hearing, counsel for HHF did not dispute the Court's observation that HHF's motivation for its vigorous opposition to dismissal appears to be to obtain the transfer of control of that litigation to a Chapter 7 trustee. But the Court fails to comprehend how this would benefit unsecured creditors other than HHF. In addition, if the case is dismissed and Debtor obtains a judgment, unsecured creditors could use state and federal law remedies to obtain payment of their claims. A full-text copy of Judge Somers' Memorandum Opinion and Judgment dated Feb. 26, 2018 is available at: http://bankrupt.com/misc/ksb16-22172-289.pdf About Lenexa Hotel Lenexa Hotel owns and operates a hotel at 12601 West 95th Street, Lenexa, Kansas 66215. It is a Kansas limited partnership that was originally formed in 1982. After formation, Lenexa acquired the Hotel, which had been operating at the site since construction in 1971. The hotel has operated under various brands throughout its history, and currently operates under a franchise agreement with Holiday Hospitality Franchising, Inc., under the Crowne Plaza brand. Lenexa Hotel filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 16-22172) on Nov. 1, 2016. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Stephen J. Craig, president. Lentz Clark Deines PA represents the Debtor as counsel. Brennan Fagan and Fagan Emert & Davis, LLC, and the Skepnek Law Firm have been tapped as special counsel. Michele C. Hammann, SS&C Solutions, Inc, and Summers, Spencer & Company, P.A., serve as accountants. LIFESTAT AMBULANCE: Wants Plan Filing Extended to April 30 ---------------------------------------------------------- Lifestat Ambulance Service, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend until April 30, 2018, the exclusive period during which only the Debtor can file a plan of reorganization. The deadline for the Debtor to file a Chapter 11 Plan and Disclosure Statement expires on Feb. 27, 2018, pursuant to the agreed scheduling court order dated Sept. 18, 2017. The Debtor continues to operate as a Debtor in possession and continues to meet the operating requirements of a Chapter 11 Debtor. The Debtor has filed monthly financial reports for each month of the Chapter 11 proceeding up through December 2017. The Debtor is still preparing the report for January 2018 and that report will filed imminently. The Debtor has paid all U.S. Trustee fees as they have come due since the filing of the Chapter 11 case. The Debtor continues to honor the cash collateral agreement with First National Bank of PA and CAN Capital Asset Servicing, Inc. The Debtor desires to file a consensual plan with secured creditors but needs more time in order to negotiate and prepare a feasible Chapter 11 Plan. Since reaching an agreement with respect to cash collateral with First National Bank of PA and CAN Capital Asset Servicing, Inc., no creditors or parties in interest have taken a position adverse to allowing the Debtor to continue to operate while it continues to reorganize and ultimately file a Chapter 11 Plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/pawb17-70646-99.pdf About Lifestat Ambulance Service Headquartered in Saltsburg, Pennsylvania, Lifestat Ambulance Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-70646) on Aug. 31, 2017, estimating its assets and liabilities at between $100,001 and $500,000. Christopher M. Frye, Esq., at Steidl & Steinberg, serves as the Debtor's bankruptcy counsel. LIGNUS INC: Latest Plan to Pay Unsecured Creditors in 8 Years ------------------------------------------------------------- Unsecured creditors of Lignus, Inc., will be paid in full within eight years after the company's proposed Chapter 11 plan of reorganization is confirmed, according to filings with the U.S. Bankruptcy Court for the Southern District of California. Under the latest plan, creditors holding Class 6 general unsecured claims will be paid in full, with interest, within eight years after confirmation, and that the company may be required on the eighth year to secure funding from lending sources outside of its normal business operations to fully pay the claims. Lignus believes that the amount will be small enough and manageable enough to be able to secure such funding. The amount is estimated to be approximately $25,000, according to the company's latest disclosure statement filed on Feb. 15. A copy of the latest disclosure statement is available for free at: http://bankrupt.com/misc/casb17-05475-95.pdf About Lignus, Inc. Established in 2004, Lignus, Inc., is a privately held company engaged in the lumber, plywood, and millwork trade. Lignus filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-05475) on Sept. 8, 2017. In the petition signed by CFO Jose Gaitan, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Christopher B. Latham. The Debtor hired the Law Offices of Kit J. Gardner as its bankruptcy counsel; Curry Advisors, A Professional Law Corporation, as special counsel; and Integro Consultants as accountant. LUPETTO INC: Hires Becker & Poliakoff as Counsel ------------------------------------------------ Lupetto, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Becker & Poliakoff, P.A., as counsel to the Debtor. Lupetto, Inc., requires Becker & Poliakoff to: a. give advice to the Debtor with respect to his powers and duties as debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interests of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiation with his creditors in the preparation of a plan. Becker & Poliakoff will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jon Polenberg, a partner at Becker & Poliakoff, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Becker & Poliakoff can be reached at: Jon Polenberg, Esq. Yasin Daneshfar, Esq. BECKER & POLIAKOFF, P.A. 1 East Broward Blvd., Suite 1800 Fort Lauderdale, FL 33301 Tel: (954) 987-7550 Fax: (954) 985-4176 E-mail: jpolenberg@polenbergcooper.com ydaneshfar@polenbergcooper.com About Lupetto Lupetto, Inc., is a privately held company in Miami Beach, Florida engaged in activities related to real estate. Lupetto, Inc., based in Miami Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-10791) on Jan. 22, 2018. In the petition signed by Monica Tirado, vice president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Robert A Mark presides over the case. Jon Polenberg, Esq., at Becker & Poliakoff, P.A., serves as bankruptcy counsel. MANLEY TOYS: Bankruptcy Court Junks Aviva Bid for Stay Relief ------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for the District of New Jersey entered an order denying the motion for stay relief filed by ASI, Inc., f/k/a Aviva Sports, Inc. The Court previously issued a ruling as to part of the motion and reserved as to the remainder. Debtor Manley Toys Limited is a foreign corporation that has entered voluntary liquidation proceedings of the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong statutory law. On March 22, 2016, Matt Ng and Robert Lees, in their capacities as the duly appointed joint and several liquidators of the Debtor filed a petition under Chapter 15 of Title 11 of the United States Code on behalf of the Debtor for recognition of a foreign main proceeding. On April 1, 2016, the Court entered a provisional stay order, which incorporated the protections of section 362 of the Bankruptcy Code by its terms. Aviva filed this motion on Sept. 13, 2016. The Liquidators oppose the Motion. Aviva wished to move forward with two causes of action against Toy Quest Limited, an affiliate of the Debtor; the first is a claim for fraudulent transfer, and the second is an alter ego claim. In addition Aviva sought stay relief to: (a) take post-judgment discovery from the Debtor or the Liquidators concerning the judgment it obtained against the Debtor or regarding the judgment it obtained against Manley Toy Direct; (b) request from courts in the United States relief with respect to the Debtor or the Liquidators to ensure the preservation of evidence relating to the judgments it obtained against the Debtor or Manley Toy Direct; (c) seek injunctive sanctions against the Debtor for violating post-judgment discovery orders issued pre-petition by the Minnesota Federal Court; and (d) seek to amend complaints or judgments to include third parties. Aviva argued that the alter ego and fraudulent transfer claims are not being brought against the Debtor or its property, but instead against an affiliate of the Debtor. Therefore, Aviva argued, neither the Stay Order, nor the automatic stay, should apply to prevent Aviva from bringing these claims, or, in the alternative, that the stay should be lifted to permit Aviva to move forward with those actions. In response, the Liquidators argued that Aviva should be stayed from pursuing these actions, as the actions themselves are property of the Debtor, and as such can be brought only by the Liquidators. Thus, the issue here is whether these claims belong to the Debtor, or whether they may be brought by individual creditors. Under Hong Kong law, while fraudulent transfer claims may be available to individual creditors outside of a liquidation proceeding, these claims belong to the Liquidators once the corporation is being wound up. Preserving these claims for the Liquidators ensures that all creditors of equal priority share pari passu, which is a policy wholly consistent with U.S. Bankruptcy law. Regarding the alter ego claim, the Court finds this claim is not available to Aviva because, assuming Aviva’s allegations are accurate, a ruling in its favor would benefit all creditors equally, making this a generalized claim, properly brought by the Liquidators. Further, for the same policy reasons that the fraudulent transfer claims are not available, permitting Aviva to move forward with an alter ego claim individually would risk violating the policy of equality of distribution, allowing Aviva to recover its claim against assets of the Debtor at the expense of other creditors of equal rank. The Court concludes that the stay properly applies to fraudulent transfer and alter ego claims against the non-debtor Toy Quest, and only the Liquidators may bring such claims. As such, that portion of the relief requested in the motion is denied. The Court also finds that Aviva's request for relief to pursue orders in other courts requiring the Liquidators to preserve evidence related to the judgments Aviva has obtained is too broad. The Liquidators have mandates under Hong Kong law and have stated they are taking steps to preserve such evidence. Any additional specific requirements Aviva wishes to have imposed upon the Liquidators should be made with this Court, which will make a determination on a case by case basis. Similarly, Aviva's request for relief to pursue injunctive sanctions against the Debtor is denied, as the Debtor is no longer operating, and any such relief would merely the Liquidators ability to marshal the Debtor's assets. However, Aviva's requests for relief from the stay to permit Aviva to pursue post-judgment discovery form the Debtor or the Liquidators, and to amend any judgments or complaints is granted to the extent consistent with this opinion. A full-text copy of Judge Poslusny's Memorandum Decision dated Feb. 23, 2018 is available at: http://bankrupt.com/misc/njb16-15374-276.pdf Matt Ng and John Robert Lees filed a petition under Chapter 15 of the Bankruptcy Code for Hong Kong-based Manley Toys Limited on March 22, 2016 (Bankr. D.N.J., Case No.: 16-15374). Manley Toys is engaged in the development, sourcing, and marketing of toys, children's products and party supplies. The case is before Judge Jerrold N. Poslusny Jr. The Chapter 15 Petitioners are represented by Stephen M. Packman, Esq., at Archer & Greiner, P.C., in Haddonfield, New Jersey. MARKPOL DISTRIBUTORS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Markpol Distributors, Inc. 955 Lively Blvd. Wood Dale, IL 60191 Business Description: Markpol Distributors, Inc. -- http://markpoldistributors.com-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Illinois. Chapter 11 Petition Date: March 2, 2018 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Case No.: 18-06105 Judge: Hon. Benjamin A. Goldgar Debtor's Counsel: Shelly A. DeRousse, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: 312-360-6315 Fax: 312-360-6520 E-mail: sderousse@freeborn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Kozyra, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb18-06105.pdf MASSENGILL INVESTMENTS: Hires Scarborough & Fulton as Counsel ------------------------------------------------------------- Massengill Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Scarborough & Fulton, as counsel to the Debtor. Massengill Investments requires Scarborough & Fulton to: a. assist the Debtor in the preparation of its schedules, statement of affairs and the periodic financial reports required by the Bankruptcy Code, the Bankruptcy Rules and any other order of the Court; b. assist the Debtor in consultation and negotiation and all other dealings with creditors, equity, security holders and other parties in interest concerning the administration of the bankruptcy case; c. prepare pleadings, conduct investigations and make court appearances incidental to the administration of the Debtor's estate; d. advise the Debtor of its rights, duties and obligations under the Bankruptcy Code, Bankruptcy Rules, Local Rules and orders of the Court; e. assist the Debtor in the development and formulation of a plan of reorganization including the preparation of a plan, disclosure statement and any other related documents for submission to the Court and to Debtor's creditors, equity holders and other parties in interest; f. advise and assist the Debtor with respect to litigation related to the administration of Debtor's case; g. render corporate and other legal advise and perform all those legal services necessary and proper to the functioning of the Debtor during the pendency of the bankruptcy case; and h. take any and all necessary actions in the interest of the Debtor and its estate incident to the proper representation of the Debtor and the administration of the bankruptcy case. Scarborough & Fulton will be paid at these hourly rates: Attorneys $375 Legal Assistants $125 Scarborough & Fulton will be paid a retainer in the amount of $15,000, and the filing fee of $1,717. Scarborough & Fulton will also be reimbursed for reasonable out-of-pocket expenses incurred. David J. Fulton, sole member of the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scarborough & Fulton can be reached at: David J. Fulton, Esq. SCARBOROUGH & FULTON 620 Lindsay St. Ste 240 Chattanooga, TN 37403 Tel: (423) 648-1880 Fax: (423) 648-1881 E-mail: djf@sfglegal.com About Massengill Investments Massengill Investments LLC, doing business as Premier Tire & Auto Service, is a privately held company in Cleveland, Tennessee in the general automotive repair shop business. Massengill Investments LLC, based in Cleveland, TN, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 18-10733) on Feb. 20, 2018. The Hon. Shelley D. Rucker presides over the case. In the petition signed by Barry L. Massengill, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel to the Debtor. MEDOVEX CORP: Obtains $305,000 From Sale of Securities ------------------------------------------------------ MedoveX Corporation entered into a securities purchase agreement with selected accredited investors on Feb. 26, 2018, pursuant to which the Company sold an aggregate of 770,000 shares of Common Stock and 385,000 Warrants to purchase Common Stock. The Offering resulted in $308,000 in gross proceeds to the Company. The Warrants have a five year term commencing six months from issuance and an exercise price of $0.75. The shares were sold at $0.40 per share. The Warrants are exercisable on a cashless basis in the event that the underlying shares are not subject to an effective registration statement. The Shares of Common Stock sold in the Offering were registered in the Company's effective registration statement on Form S-3 (Reg No. 333-217411). Each of the Investors is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, and the warrants were sold to them in reliance on the exemption from registration provided by Rule 506 and Section 4(2) of the Act. About Medovex Corp. Headquartered in Alpharetta, Ga., Medovex Corp. is in the business of designing and marketing proprietary medical devices for commercial use in the United States and Europe. It focuses on development and commercialization of the DenerveX System, which consists of the DenerveX Device and the DenerveX Pro-40 power generator (DenerveX). DenerveX is a device that is intended to be used in the treatment of conditions resulting from the degeneration of joints in the spine that cause back pain. The DenerveX Pro-40 Power Generator is the power source for the DenerveX System. Medovex reported a net loss of $16.22 million for the year ended Dec. 31, 2016, compared to a net loss of $6.52 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Medovex had $2.59 million in total assets, $592,190 in total liabilities and $2 million in total stockholders' equity. Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going concern" qualification in its report on the Company's financial statements for the year ended Dec. 31, 2016, noting that the Company's products are being developed and have not generated revenues to date. As a result, the Company has suffered losses since its inception. This raises substantial doubt about the Company's ability to continue as a going concern. MERITAGE HOMES: Fitch Rates $300MM Sr. Unsecured Notes 'BB' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Meritage Homes Corporation's (NYSE: MTH) offering of $300 million senior unsecured notes due 2028. The notes will rank equally with all of the company's other senior unsecured debt. The company intends to use the net proceeds from the notes offering to repay borrowings under its revolving credit facility of $250 million, including $175 million of borrowings from the redemption of MTH's $175 million 4.5% senior notes, which was completed on Feb. 26, 2018, and the remainder for general corporate purposes. KEY RATING DRIVERS Moderate Geographic Diversity; Focused on Sweet Spots in the Market: MTH operates in 22 markets in nine states, with particularly heavy exposure to Texas, Arizona, California and Florida. According to Builder Magazine, MTH ranked as the eighth largest builder in the country in 2016. The company typically focuses on the trade-up market, which has been the strongest segment during the earlier part of this upcycle. However, MTH is skewing its mix now more toward the first-time buyers segment (as are other homebuilders), which is positioned better for this latter part of this upcycle. MTH had a 30% entry-level mix in terms of communities at year-end 2017 and aims to bring the mix within 35% to 40% by year-end 2018. Entry-Level/First-Time Buyer: The entry-level/first-time homebuyer has typically represented about 40% of total industry housing sales (new and existing). During the housing recovery that segment has remained at approximately 30% of the total. Fitch expects that customer segment will be more vibrant during the remainder of the upcycle and help spur growth for MTH. The company has been buying land over the past two years and designing and offering town homes and smaller detached dwellings to serve the more affluent entry-level/first-time buyer under its Entry Level Plus and LiVE.NOW product offerings. MTH's high energy efficient standards will be helpful in marketing to this customer segment. Credit Metrics: MTH's Fitch-calculated net debt/capitalization ratio (excluding $75 million of cash classified by Fitch as not readily available for working capital) has consistently ranged from 40% to 45% for the past eight quarters and was 43% as of Dec. 31, 2017. Debt/EBITDA was about 4.1x at year-end of 2017, relatively flat from 4.0x at year-end 2016 and 4.2x at year-end 2015. Interest coverage was 4.0x, consistent with fiscal years 2015 and 2016. Fitch expects MTH's credit metrics will be relatively stable in the next few years, with net debt/capitalization between 40% to 45%, debt/EBITDA between 3.5x to 4.0x and interest coverage around 4.0x. Land and Development Spending: The company spent about $1 billion on land and development activities during 2017, modestly higher than the $901 million spent during 2016. MTH had negative cash flow from operations (CFFO) of $103.4 million in 2016 and $87.1 million in 2017. Management expects land and development spending will be relatively flat in 2018 compared with 2017. Fitch expects the company will again be modestly CFFO negative in 2018, and Fitch is comfortable with this strategy given the company's liquidity position and management's demonstrated ability to manage land and development spending. Fitch expects management will pull back on spending if the current moderate recovery stalls or dissipates. Land Position: As of Dec. 31, 2017, the company controlled 34,319 lots of which 68.1% were owned and the remaining lots controlled through options. Based on LTM closings, MTH controlled 4.5 years of land and owned roughly 3.0 years of land. The company's owned lot position is in line with the homebuilders in Fitch's coverage, while its total lot position is slightly below the group's five-year average. Speculative (Spec) Building Activity: As of Dec. 31, 2017, MTH had 2,086 spec homes, of which 31% were completed. Total specs at the end of the year were 23.3% higher versus the year ago period. This translates to about 8.5 specs per community at Dec. 31, 2017 compared with 7.0 last year. The company has spec homes in order to facilitate delivery of homes on an immediate-need basis, particularly for its entry level products. Of the total number of homes closed during 2017, 49% were spec homes, which included both those started as spec and those started under a contract that was later cancelled and became spec inventory. In general, spec homes carry a lower margin compared with presold homes, as was particularly the case during the sharp housing downturn. However, according to management, the margins for spec homes compared to pre-sold homes have narrowed quite a bit at this stage of the cycle. DERIVATION SUMMARY MTH's rating reflects the company's execution of its business model in the current moderately recovery housing environment, its conservative land policies, geographic diversity and healthy liquidity position. The ratings also take into account MTH's ongoing emphasis on the entry level/first-time buyer, which is expected to gradually represent a higher portion of home purchases after not being as prominent during most of this upcycle. MTH's credit metrics, including net debt/capitalization of 43%, debt/EBITDA of about 4.0x and interest coverage of 4.0x, are modestly weaker than that of Lennar (BB+/Positive), including net debt/capitalization of 36%. MTH is also smaller (8th largest builder with 2017 home closings of 7,709) and less geographically diversified compared to Lennar (2nd largest builder with 29,322 home closings in 2017). KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Total housing starts increase 5% (single-family starts improve 7.5%), while new and existing home sales grow 8.0% and 1.5%, respectively, in 2018; -- MTH's is modestly cash flow negative as the company continues to build its lot position; -- The company's net debt/capitalization ratio remains between 40% to 45%; -- MTH's debt/EBITDA is between 3.5x to 4.0x and interest coverage remains around 4.0x during 2018; -- The company maintains an adequate liquidity position (above $400 million with a combination of unrestricted cash and revolver availability). RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- MTH shows further improvement in credit metrics (such as net debt/capitalization consistently below 40%), while maintaining a healthy liquidity position (in excess of $500 million in a combination of cash and revolver availability) and generates consistent positive cash flow from operations as it manages its land and development spending. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- There is sustained erosion of profits due to either weak housing activity, meaningful and continued loss of market share, and/or ongoing land, materials and labor cost pressures (resulting in margin contraction and weakened credit metrics, including net debt/capitalization sustained above 45%) and MTH maintains an overly aggressive land and development spending program that leads to consistent negative cash flow from operations, higher debt levels and diminished liquidity position. In particular, Fitch will be focused on assessing the company's ability to repay debt maturities with available liquidity and internally generated cash flow. LIQUIDITY Adequate Liquidity Position: At Dec. 31, 2017, MTH had $170.7 million of cash and no borrowings under its $625 million revolver that matures in July 2021. MTH's maturities are well-laddered, with the next major maturity in 2020, when $300 million of 7.15% senior notes mature. FULL LIST OF RATING ACTIONS Fitch assigns the following rating to Meritage Homes Corporation: -- $300 million senior unsecured notes offering due 2028 'BB/RR4'. Fitch currently rates Meritage Homes Corporation as follows: -- Long-Term Issuer Default Rating 'BB'; -- Senior unsecured debt 'BB'/'RR4'. MERITAGE HOMES: S&P Rates New $300MM Unsecured Notes 'BB' --------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Meritage Homes Corp.'s proposed $300 million senior unsecured notes due 2028. The '3' recovery rating indicates our expectation of meaningful (50%-70%, rounded estimate: 65%) recovery in the event of payment default. S&P expects the company to use proceeds from the issuance to repay $175 million of bonds maturing in March 2018 and the remainder for general corporate purposes. S&P said, "Our rating on Meritage reflects the company's top-10 position in the fragmented, cyclical U.S. housing market, as well as credit measures that are commensurate with the rating pro forma for this notes issuance, with debt to EBITDA maintained between 3x and 4x." Ratings List Meritage Homes Corp. Corporate Credit Rating BB/Stable/-- New Rating Meritage Homes Corp. Senior Unsecured $300 mil sr notes due 2028 BB Recovery Rating 3(65%) MESOBLAST LIMITED: Posts H1 Net Profit of $6.7 Million ------------------------------------------------------ Mesoblast Limited provided the market with an update on its operational highlights and consolidated financial results for the six months ended Dec. 31, 2017 (the half-year of FY2018). Revenues in the half-year of FY2018 were significantly increased to US$14.6 million, compared with US$0.9 million in the corresponding period in 2017, an increase of US$13.7 million. Net cash outflows from operating activities for the half-year were reduced by US$11.2 million (24%), compared with the half-year of FY2017. The Company recorded a profit after tax of US$6.7 million, compared with a loss after tax of US$39.8 million for the comparative period. At Dec. 31, 2017, the Company had cash reserves of US$47.4 million. Mesoblast is in advanced discussions with certain potential strategic partners to strengthen its cash position to support ramp-up of its commercial activities. Operational Highlights This has been a landmark period for Mesoblast. The Company's first Phase 3 trial reported the successful achievement of its primary endpoint of Day 28 overall response for remestemcel-L (MSC-100-IV) in steroid-refractory acute Graft Versus Host Disease (aGVHD). This cell therapy is now well positioned to be Mesoblast's first approved product in the United States. Based on interactions with the United States Food and Drug Administration (FDA), Mesoblast believes that successful results from the completed Phase 3 trial through Day 100, together with Day 180 safety and quality of life parameters in these patients, may provide sufficient clinical evidence for filing for MSC-100-IV in the United States under an accelerated approval pathway. In December 2017, Mesoblast received a Regenerative Medicine Advanced Therapy (RMAT) designation from the FDA for MPC-150-IM in end-stage heart failure patients with Left Ventricular Assist Devices (LVADs). The RMAT designation under the 21st Century Cures Act aims to expedite the development of regenerative medicine therapies intended for the treatment of serious diseases and life-threatening conditions. This trial completed enrollment in the reporting period and the 12 month data readout will occur in Q3 CY2018. Enrollment in Mesoblast's Phase 3 trial evaluating its proprietary allogeneic mesenchymal precursor cell (MPC) product candidate MPC-06-ID for chronic low back pain is expected to complete imminently. Full 52-week results in Mesoblast's Phase 2 trial of MPC-300-IV in biologic refractory rheumatoid arthritis showed an early and durable effect from a single infusion. The strength of Mesoblast's intellectual property portfolio and its strategy to protect its commercial rights were highlighted with the license to TiGenix NV (TiGenix) of certain of its patents. This license supports the global commercialization of their adipose-derived mesenchymal stem cell product Cx601 for the local treatment of fistulae by Takeda Pharmaceutical Company Ltd. Mesoblast will receive up to EUR20 million (approximately US$24 million) in payments, as well as single digit royalties on net sales of Cx601. Financial Highlights At Dec. 31, 2017, the Company had cash reserves of US$47.4 million. Revenues in the half-year of FY2018 were significantly increased to US$14.6 million, compared with US$0.9 million in the corresponding period in 2017, an increase of US$13.7 million. Revenues for the period included US$11.8 million in connection with the Company's patent license agreement with TiGenix which was signed in the reporting period (including the upfront receipt of US$5.9 million upon execution of its patent license agreement as well as a further US$5.9 million recognized in the period but due within 12 months), and milestone and royalties of US$2.6 million in connection with sales of TEMCELL HS. Inj. by its licensee in Japan, JCR Pharmaceuticals Co., Ltd (JCR). Net cash outflows from operating activities for the half-year were reduced by US$11.2m (24%), compared with the half-year of FY2017, primarily as a result of a reduction of US$4.7 million in payments to suppliers and employees and increased inflows of US$6.5 million relating to the receipts from TiGenix and JCR. The Company recorded a profit after tax of US$6.7 million, compared with a loss after tax of US$39.8 million for the comparative period. A non-cash income tax benefit of US$26.2 million was recognized in the half-year FY2018 as a result of changes in tax rates. On Dec. 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the Tax Act), which changed many aspects of U.S. corporate income taxation, including a reduction in the corporate income tax rate from 35% to 21%. Mesoblast retains an equity facility for up to A$120 million/US$90 million, to be used at its discretion over the next 18 months to provide additional funds as required. Financial Results for the Six Months Ended December 31, 2017 Revenues were US$14.6 million in the half-year of FY2018 compared with US$0.9 million in the half-year of FY2017, an increase of US$13.7 million. In addition to increasing revenues, the Company contained spend whilst increasing its R&D investment in Tier 1 clinical programs by deferring manufacturing production and constraining management and administration costs. Research and development expenses increased by US$2.6 million (9%) and management and administration costs increased by US$0.3 million (3%), these increases were offset by cost savings of US$5.4 million (76%) for manufacturing for the half-year of FY2018, compared with the half-year of FY2017. There was a decrease of US$26.5 million (58%) in the loss before income tax for the half-year of FY2018, compared with the half-year of FY2017. The main items which impacted the loss before income tax movement were: * Revenues: the Company recognized milestone revenue of US$12.8 million in the half-year of FY2018 compared to US$Nil in the half-year of FY2017, an increase of US$12.8 million. Milestone revenue of US$12.8 million in the half-year of FY2018 comprised: US$5.9 million (EUR5.0 million) upfront payments received upon execution of the Company's patent license agreement with TiGenix; a further US$5.9 million (EUR5.0 million) of milestone revenue was recognized in relation to product Cx601 under the terms of the TiGenix patent license agreement; and US$1.0 million in sales milestones on achievement of cumulative sales milestones on TEMCELL by its licensee in Japan, JCR. The Company recognized commercialization revenues from royalties on sales of TEMCELL by JCR of US$1.6 million in the half-year of FY2018 compared with US$0.7 million in the half- year of FY2017, an increase of US$0.9 million (139%). * Research and Development expenses were US$31.6 million for the half-year of FY2018, compared with US$29.0 million for the half-year of FY2017, an increase of US$2.6 million (9%) as the Company invested in Tier 1 clinical programs. * Manufacturing expenses were US$1.7 million for the half-year of FY2018, compared with US$7.1 million for the half-year of FY2017, a decrease of US$5.4 million (76%) due to a reduction in manufacturing activity because sufficient quantities of clinical grade product were previously manufactured for all ongoing clinical trials. * Management and Administration expenses were US$10.6 million for the half-year FY2018, compared with US$10.3 million for the half-year of FY2017, an increase of US$0.3 million (3%) due to increased labour costs for non-cash share based payments partially offset by a decrease in corporate overhead expenses such as rent, IT costs and professional service fees. The overall decrease in loss before income tax also includes movements in other items which did not impact current cash reserves, such as: fair value remeasurement of contingent consideration, and foreign exchange movements within other operating income and expenses. A non-cash income tax benefit of US$26.2 million and was recognized in the half-year FY2018 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period, primarily due to a revaluation of our deferred tax assets and liabilities recognized as a result of changes in tax rates. On Dec. 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the Tax Act), which changed many aspects of United States corporate income taxation, including a reduction in the corporate income tax rate from 35% to 21%. The Company recognized the tax effects of the Tax Act in the half-year FY2018, the most significant of which was a tax benefit resulting from the remeasurement of deferred tax balances to 21%. A non-cash income tax benefit of US$6.2 million was recognized in the half-year FY2017 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period. The net profit attributable to ordinary shareholders was US$6.7 million, or 1.46 cents earnings per share, for the half-year of FY2018, compared with a net loss of US$39.8 million, or 10.41 cents loss per share, for the half-year of FY2017. Financial Results for the Three Months Ended December 31, 2017 (second quarter) Revenues were US$13.4 million in the second quarter of FY2018 compared with US$0.6 million in the second quarter of FY2017, an increase of US$12.8 million. In addition to increasing revenues the Company contained spend whilst increasing its R&D investment in Tier 1 clinical programs by deferring manufacturing production and constraining management and administration costs. Research and development expenses increased by US$1.2 million (8%) and management and administration costs increased by US$0.7 million (16%), these increases were offset by cost savings of US$3.0 million (79%) for manufacturing for the second quarter of FY2018, compared with the second quarter of FY2017. There was a decrease of US$13.5 million (58%) in the loss before income tax for the second quarter of FY2018, compared with the second quarter of FY2017. The main items which impacted the loss before income tax movement were: * Revenues: the Company recognized milestone revenue of US$12.3 million in the second quarter of FY2018 compared to US$Nil in the second quarter of FY2017, an increase of US$12.3 million. Milestone revenue of US$12.3 million in the second quarter of FY2018 comprised: US$5.9 million (EUR5.0 million) upfront payments received upon execution of the Company's patent license agreement with TiGenix; a further US$5.9 million (EUR5.0 million) of milestone revenue was recognized in relation to product Cx601 under the terms of the TiGenix patent license agreement; and US$0.5 million in sales milestones on achievement of cumulative sales milestones on TEMCELL by its licensee in in Japan. The Company recognized commercialization revenues from royalties on sales of TEMCELL by its licensee in Japan, JCR, of US$0.9 million in the second quarter of FY2018 compared with US$0.4 million in the second quarter of FY2017, an increase of US$0.5 million (119%). * Research and Development expenses were US$16.2 million for the second quarter of FY2018, compared with US$15.0 million for the second quarter of FY2017, an increase of US$1.2 million (8%) as the Company invested in Tier 1 clinical programs. * Manufacturing expenses were US$0.8 million for the second quarter of FY2018, compared with US$3.8 million for the second quarter of FY2017, a decrease of US$3.0 million (79%) due to a reduction in manufacturing activity because sufficient quantities of clinical grade product were previously manufactured for all ongoing clinical trials. * Management and administration expenses were US$5.6 million for the second quarter FY2018, compared with US$4.9 million for the second quarter of FY2017, an increase of US$0.7 million (16%) due to increased labour costs for non-cash share based payments partially offset by a decrease in corporate overhead expenses such as rent, IT costs and professional service fees. The overall decrease in loss before income tax also includes movements in other items which did not impact current cash reserves, such as: fair value remeasurement of contingent consideration, and foreign exchange movements within other operating income and expenses. A non-cash income tax benefit of US$23.3 million and was recognized in the second quarter FY2018 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period, primarily due to a revaluation of our deferred tax assets and liabilities recognized as a result of changes in tax rates. On Dec. 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the Tax Act), which changed many aspects of U.S. corporate income taxation, including a reduction in the corporate income tax rate from 35% to 21%. The Company recognized the tax effects of the Tax Act in the second quarter FY2018, the most significant of which was a tax benefit resulting from the remeasurement of deferred tax balances to 21%. A non-cash income tax benefit of US$3.1 million was recognized in the second quarter FY2017 in relation to the net change in deferred tax assets and liabilities recognized on the balance sheet during the period. The net profit attributable to ordinary shareholders was US$13.7 million, or 2.91 cents earnings per share, for the second quarter of FY2018, compared with a net loss of US$20.1 million, or 5.22 cents loss per share, for the second quarter of FY2017. The financial report has been independently reviewed. The financial report is not subject to a qualified independent review statement. The independent audit review report includes the following statement: "We draw attention to Note 1(i) in the half-year financial report, which indicates that the Group incurred net cash outflows from operations for the six months ended 31 December 2017 of USD35.2 million. As a result, the Group is dependent on entering into a partnership with a third party for funding of operations and/or raising capital through the issue of new shares, together with successfully maintaining certain cost containment and deferment strategies. These conditions, along with other matters set forth in Note 1(i), indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern." Directors of Mesoblast Limited in office at any time during or since the end of the six months ended Dec. 31, 2017 were: Name Position ---- -------- Silviu Itescu Executive Director Brian Jamieson Chairman William M Burns Non-executive Director, Vice Chairman Donal O'Dwyer Non-executive Director, Chair of Nomination and Remuneration Committee Eric Rose Non-executive Director, Chair of Science and Technology Committee Michael Spooner Non-executive Director, Chair of Audit and Risk Committee Ben-Zion Weiner Non-executive Director A full-text copy of the press release is available at: https://is.gd/ySIjLU About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, a net loss before income tax of US$90.82 million for the year ended June 30, 2016, and a net loss before income tax of US$96.24 million for the year ended June 30, 2015. As of Dec. 31, 2017, Mesoblast had US$664.81 million in total assets, US$89.20 million in total liabilities and US$575.60 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MORNINGSTAR MARKETPLACE: Case Summary & Unsecured Creditor ---------------------------------------------------------- Debtor: Morningstar Marketplace, Inc. P.O. Box 364 Thomasville, PA 17364 Business Description: Morningstar Marketplace, Inc., -- https://morningstarmarketplace.net/-- operates a farm market that offers a selection of local fruit, veggies, and baked good specialties. The market also sells crafts, collectibles, clothing, jewelry, pet supplies, sports cards, candies, nuts, socks, shoes, cosmetics, wellness products, plants, books, and so much more. Morningstar Marketplace is located 7 miles west of York, PA on Route 30 and just 35 miles from Lancaster, 61 miles north of Baltimore, 24 miles east of Gettysburg and 29 miles south of Harrisburg (Hershey Park). It opens year-round every Saturday & Sunday from 8:00 to 4:00. Chapter 11 Petition Date: March 2, 2018 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Case No.: 18-00875 Judge: Hon. Henry W. Van Eck Debtor's Counsel: Stephen Wade Parker, Esq. MOONEY AND ASSOCIATES 230 York Street Hanover, Pa 17331 Tel: 717-632-4656 E-mail: Mooneybkecf@gmail.com swp@mooney4law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew Lentz, president. The Debtor lists Shiloh Paving as its sole unsecured creditor holding a claim of $0. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/pamb18-00875.pdf MOTORS LIQUIDATION: Forbearance Agreement With New GM Expires ------------------------------------------------------------- As previously disclosed, including most recently on Feb. 13, 2018 in the Motors Liquidation Company GUC Trust Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2017, the GUC Trust is involved in litigation concerning purported economic losses, personal injuries and/or death suffered by certain lessees and owners of vehicles manufactured by General Motors Corporation prior to its sale of substantially all of its assets to NGMCO, Inc., n/k/a General Motors LLC ("New GM"). Certain of the Potential Plaintiffs have filed lawsuits against New GM, filed motions seeking authority from the Bankruptcy Court for the Southern District of New York to file claims against the GUC Trust, or are members of a putative class covered by those actions. As previously disclosed, on Sept. 12, 2017, the GUC Trust entered into a Forbearance Agreement with New GM pursuant to which (i) the GUC Trust agreed not to seek an order estimating the claims of the Potential Plaintiffs or seek the issuance of additional "Adjustment Shares" from New GM until the final resolution of certain litigation, (ii) New GM agreed to pay the costs of the GUC Trust's litigation in connection with the Late Claims Motions and related litigation, and (iii) New GM and the GUC Trust agreed to negotiate an appropriate rate of return from New GM should any GUC Trust distributions be held up solely due to the Late Claims Motions litigation. The Forbearance Agreement remained subject to certain conditions, including obtaining the approval of the Bankruptcy Court, and was scheduled to automatically terminate on Dec. 29, 2017 in the event that the Bankruptcy Court had not yet entered the Approval Order. On Dec. 28, 2017, the GUC Trust and New GM entered into a First Amendment to Forbearance Agreement which extended the Outside Date to Feb. 28, 2018. As of Feb. 28, 2018, the Bankruptcy Court had not entered the Approval Order, and the Forbearance Agreement terminated on that date pursuant to its terms. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MUSCLEPHARM CORP: Drexler Remains as President, CEO & Chairman -------------------------------------------------------------- MusclePharm Corporation entered into an amended and restated executive employment agreement with Ryan Drexler, effective Feb. 1, 2018, pursuant to which Mr. Drexler agreed to continue to serve as the Company's president and chief executive officer and as the Chairman of the Board of Directors of the Company. Unless terminated earlier in accordance with its terms, the Agreement will continue in effect until the third anniversary of the Effective Date, and will automatically renew for additional one-year periods at the end of such three-year period and thereafter unless notice of non-renewal is given in accordance with the terms of the Agreement. The Agreement provides for an initial annual base salary of $700,000, and such base salary will increase to $750,000 beginning on Jan. 1, 2020. Mr. Drexler is eligible to receive cash-based incentive bonuses of up to $350,000, based upon the achievement of specified performance goals. In addition, Mr. Drexler is eligible to receive a 2018 performance bonus in an amount equal to 75% of his then-current base salary, based upon the achievement of certain gross profit margins and recognized revenue thresholds. Mr. Drexler and the Company will negotiate in good faith to devise a mutually agreeable performance bonus plan for the 2019 fiscal year and fiscal years thereafter. Mr. Drexler is also eligible for grants of equity awards available to other senior executives of the Company as may be determined by the Board of Directors of the Company or its compensation committee. Concurrent with entry into the Agreement, Mr. Drexler and the Company entered into a Transaction Bonus Agreement, dated Feb. 26, 2018. Pursuant to the Bonus Agreement, upon the occurrence of a qualifying sale (as that term is defined in the Bonus Agreement), and provided that at the time of the qualifying sale, Mr. Drexler is an owner of at least 20% of the shares of the Company, Mr. Drexler will be entitled to a transaction bonus equal to 10% of the aggregate purchase price (as that term is defined in the Bonus Agreement), if such price is in excess of $50 million. Under the Agreement, Mr. Drexler has agreed to certain restrictions on solicitation, which continue for 12 months following the termination of his employment, if his employment is terminated due to disability, by him for good reason or by the Company with or without cause, due to expiration of the employment period by notice of non-renewal or due to termination of his employment upon a notice of termination (as those terms are defined in the Agreement). The agreement also contains restrictions with respect to disclosure of the Company's confidential information. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $51.85 million on $166.9 million of net revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, MusclePharm had $30.11 million in total assets, $41.57 million in total liabilities and a total stockholders' deficit of $11.45 million. MY PERSONAL ADVISOR: Hires David A. Scholl as Counsel ----------------------------------------------------- My Personal Advisor, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ the Law Office of David A. Scholl, as counsel to the Debtor. My Personal Advisor requires David A. Scholl to represent the Debtor in the Chapter 11 bankruptcy proceedings. David A. Scholl will be paid at the hourly rate of $300. David A. Scholl will be paid a retainer in the amount of $10,000. David A. Scholl will also be reimbursed for reasonable out-of-pocket expenses incurred. David A. Scholl, partner of Law Office of David A. Scholl, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David A. Scholl can be reached at: David A. Scholl, Esq. LAW OFFICE OF DAVID A. SCHOLL 512 Hoffman Street Philadelphia, PA. 19148 Tel: (610) 550-1765 Fax: (215) 316-0175 About My Personal Advisor My Personal Advisor, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 18-11154) on Feb. 21, 2018. The Debtor hired the Law Office of David A. Scholl, as counsel. NATIONAL AMUSEMENTS: S&P Affirms 'B+' CCR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit ratings on Norwood, Mass.-based National Amusements Inc. (NAI) and its operating subsidiary NAI Entertainment Holdings LLC, which S&P analyzes on a consolidated basis. The rating outlook remains stable. S&P said, "We also revised our our assessment of NAI's consolidated country risk assessment to low from intermediate. "Our consolidated country risk assessment on NAI reflects the weighted average of the country risk assessments for the company across all countries where it has operations. Our revised assessment followed our revised and improved country risk assessment for Argentina, which reflects advances in the country's economic policies, strengthening of its institutions, and our expectation for further initiatives that will boost investor and consumer sentiment. "The stable rating outlook reflects our expectation that, despite its exposure to volatile box-office performance, NAI will be able to maintain compliance with its covenants and strong liquidity because of its equity holdings in Viacom Inc. and CBS Corp. We also expect that the company won't have any difficulty refinancing its 2018 debt maturities. "We could lower our corporate credit rating on NAI if the combined amount of its cash on the balance sheet and revolver availability falls below $150 million. This could occur if further dividend cuts at CBS or Viacom, combined with continued deterioration in theater operations, leads to negative free operating cash flow and the company's inability to access its revolvers due to lack of compliance with financial maintenance covenants." An upgrade would likely require significant improvements in NAI's theater-level operations and EBITDA margin and the company relying less on dividend income to meet its fixed charges, which include interest expense and maintenance capital expenditures. This would likely occur if NAI's adjusted leverage declined to below 5x and its theater operations generate a significantly higher level of EBITDA on a sustained basis. NATIONAL ORTHOPEDICS: Court Directs U.S. Trustee to Appoint PCO --------------------------------------------------------------- Judge Erik P. Kimball of the United States Bankruptcy Court for the Southern District of Florida has entered an order directing U.S. Trustee to appoint a patient care ombudsman to monitor the quality of patient care and to represent the interests of the patients of National Orthopedics and Neurosurgery, P.A. or file a motion with the Court showing that such appointment is not necessary for the protection of patients under the specific circumstances of this case. About National Orthopedics and Neurosurgery, P.A. National Orthopedics and Neurosurgery, P.A. -- http://nationalorthoandneuro.com/-- fka Jeffrey L. Kugler, M.D. P.A. offers treatment options for orthopedic injuries. With locations in Lake Worth and Royal Palm Beach, Florida, the Company is helping patients from all over the Southeast. National Orthopedics and Neurosurgery filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11757), on February 15, 2018, disclosing $1.02 million assets and $1.86 million debts. The Petition was signed by Jeffrey L. Kugler, director. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Robert C. Furr, Esq. at Furr & Cohen. NEWALTA CORP: Moody's Puts Caa1 CFR On Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Newalta Corporation's ratings, including its Caa1 Corporate Family Rating, under review for upgrade following the announcement that it reached an agreement to combine businesses with Tervita Corporation (Tervita, B1). Tervita has obtained fully committed bridge financings and other sources of funding to repay all of Newalta's existing debt, which totaled about C$350 million at December 31, 2017. On Review for Upgrade: Issuer: Newalta Corporation -- Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa2(LGD4) Outlook Actions: Issuer: Newalta Corporation -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for upgrade reflects Moody's expectation that Newalta's debt will likely be repaid or assumed by Tervita, but even in the unlikely event that it remains a standalone unguaranteed subsidiary of Tervita, it's business prospects will improve under Tervita's ownership. The review will focus on the consummation of the transaction as well as the ultimate capital structure of Newalta post acquisition. The transaction is subject to shareholder and regulatory approval and is expected to close by mid-2018. Newalta is a Calgary, Alberta-based oilfield waste management service provider. NON-SURGICAL WELLNESS: Hires William Firm as Bankruptcy Counsel --------------------------------------------------------------- Non-Surgical Wellness, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ The William Firm, as general bankruptcy counsel to the Debtor. Non-Surgical Wellness requires William Firm to: a. represent the Debtor and Debtor's other professionals in hearings or proceedings before the Bankruptcy Court, and in any other court where the Debtor's rights may be affected; b. represent the Debtor in matters, and advise and assist the Debtor with respect to compliance with the requirements of the U.S. Trustee; c. advise the Debtor in matters pertaining to bankruptcy law and other applicable laws, including matters pertaining to the rights and remedies of the Debtor as to the assets of the estate and creditor claims; d. prepare and assist in the preparation of reports, accounts, pleadings and other filings related to the Debtor's pending Chapter 11 case; e. investigate and pursue the claims and interests of the Debtor and the estate and conduct examinations of witness, claimants or interested parties relating thereto; f. assist the Debtor and the Debtor's professionals in the formulation, confirmation and implementation of a Chapter 11 Plan and any negotiations pertaining thereto; and g. take such other and further action and perform such other services as the Debtor may reasonably require in connection with the Chapter 11 case. William Firm will be paid at the hourly rate of $225-$425. William Firm received an initial prepetition retainer of $15,000 on November 2017. One day prior to the petition date, William Firm received an additional retainer of $12,000, of which the filing fee of $1,717 was deducted, leaving a retainer of $10,283. William Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Scott Williams, principal of The William Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. William Firm can be reached at: J. Scott Williams, Esq. THE WILLIAM FIRM 15615 Alton Pkwy, Suite 175 Irvine, CA 92618 Tel: (949) 660-8680 Fax: (866) 284-8670 E-mail: jwilliams@williamsbkfirm.com About Non-Surgical Wellness Non-Surgical Wellness, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-1034) on Jan. 17, 2018, indicating under $1 million in both assets and liabilities. The Debtor is represented by J. Scott Williams, Esq., at The William Firm. OMEROS CORP: Incurs $53.5 Million Net Loss in 2017 -------------------------------------------------- OMEROS Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $53.48 million on $64.82 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss of $66.74 million on $41.61 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Omeros had $116.32 million in total assets, $119.14 million in total liabilities and a total shareholders' deficit of $2.81 million. For the quarter ended Dec. 31, 2017, revenues were $13.8 million, all relating to sales of OMIDRIA. This compares to OMIDRIA revenues of $12.9 million for the same period in 2016. On a sequential quarter-over-quarter basis, OMIDRIA revenue decreased $7.9 million, or 36.5%, despite the fact that unit pricing and the total number of vials sold to ASCs and hospitals was unchanged from the quarter ended Sept. 30, 2017. Under the Company's accounting policies, it is not able to recognize a majority of the revenue related to OMIDRIA inventories held by wholesalers at year end because of uncertainty around OMIDRIA reimbursement following expiration of pass-through status on Jan. 1, 2018 and resulting reduced first quarter sell-through. In addition, a $2.4 million charge to revenue was recorded in the fourth quarter for vials that the company reserved for returns by the ASCs and hospitals anticipated in 2018. Total operating costs and expenses for the three months ended Dec. 31, 2017 were $27.9 million compared to $24.8 million for the same period in 2016. The change in the current year quarter was primarily due to higher third-party manufacturing scale up costs for the Company's OMS721 program and higher third-party development expenses for its product candidates. For the three months ended Dec. 31, 2017, Omeros reported a net loss of $16.6 million, or $0.34 per share, again reflecting the inability to recognize wholesaler inventories at year end and which included non-cash expenses of $4.5 million ($0.09 per share). This compares to the prior year's fourth quarter when Omeros reported a net loss of $19.6 million, or $0.45 per share, which included non-cash expenses of $5.2 million ($0.12 per share). The reduction in cash, cash equivalents and short-term investments from the third quarter to the fourth quarter was $3.1 million. As of Dec. 31, 2017, the company had $83.7 million of cash, cash equivalents and short-term investments available for operations and $5.8 million in restricted cash, with an additional $17.1 million in accounts receivable. The company also has the ability, at its sole discretion, to borrow $45.0 million from its existing lenders through May 20, 2018, subject to customary closing conditions. At Dec. 31, 2017, the company had cash, cash equivalents and short-term investments available for operations of $83.7 million with an additional $17.1 million in accounts receivable. The company has the ability to borrow an additional $45.0 million from existing lenders through May 20, 2018. "The company's progress during the fourth quarter of 2017 continued to build on our accomplishments earlier in the year," said Gregory A. Demopulos, M.D., chairman and chief executive officer of Omeros. "Following consistently positive OMS721 data, we now have three ongoing Phase 3 clinical programs -- IgA nephropathy, aHUS and, most recently, stem-cell TMA. With breakthrough therapy, fast track and orphan designations across these indications, we are continuing our interactions with FDA and European regulatory authorities to expedite approval pathways and, in the near term, to discuss accelerated and conditional approvals in stem-cell TMA. Next up is OMS527, on track to enter the clinic in mid-year for the treatment of nicotine addiction. Our frustration, shared by physicians nationwide, remains patients' restricted access to OMIDRIA following its pass-through expiration on January 1. Congressional and administrative efforts are ongoing, and we look forward to resolving this issue soon. We are confident that OMIDRIA in 2018 will continue to fuel the advancement of our pipeline and OMS721 toward commercialization, helping to save lives." Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/fw3e7P About Omeros Corporation Omeros Corporation -- http://www.omeros.com-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in preclinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. ORWELL TRUMBULL: Hires Chiron Financial as Investment Banker ------------------------------------------------------------ Orwell-Trumbull Pipeline Co., LLC, and Chiron Financial, LLC, filed a joint application for an order seeking authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Chiron Financial LLC as investment banker. Chiron Financial will: a. prepare an information memorandum describing the Debtor, its historical performance and prospects, including its existing contracts, marketing and sales, labor force, management and financial projections; b. assist in preparing a data room of all necessary and appropriate documents needed in connection with a proposed transaction; c. assist in developing lists of potential lenders, investors and/or purchasers, as appropriate, to be contacted by Chiron Financial or the Debtor; d. coordinate the execution of confidentiality agreements with potential lenders, investors and purchasers wishing to review the information memorandum described above; e. assist the company in coordinating site visits for interested lenders, investors and purchasers, including engaging with the Debtor's management team to develop appropriate presentations for such visits; f. solicit competitive offers from potential lenders, investors and purchasers; e. advise and assist the company in structuring potential financing, restructurings or sales, including, without limitation, assistance with negotiating agreements documenting such transactions; and g. provide additional professional services reasonably requested by the Debtor's management team through the closing of any transaction. Jay H. Krassoff, managing director of Chiron Financial attests that his firm is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code. Fees Chinron Financial will charge are: * Minimum Transaction Fee. Upon the closing of any Financing, Restructuring or Sale (each, as used in this Application, as defined in the Engagement Agreement), a minimum transaction fee in the amount of $375,000, payable in cash via wire transfer or certified check. * Financing Fee. Upon the closing of any Financing with any Party, a financing fee in an aggregate amount equal to (i) 5.0% of the first $10,000,000 of the aggregate amount of such Financing and (ii) 3.0% of the amount, if any, by which the aggregate amount of such Financing obtained by the Debtor exceeds $10,000,000. * Restructuring Fee. Upon the closing of any Restructuring, a restructuring fee in an aggregate amount equal to (i) 5.0% of the first $10,000,000 of the aggregate amount of such Restructuring and (ii) 3.0% of the amount, if any, by which the aggregate amount of such Restructuring exceeds $10,000,000. * Sale Fee. Upon the consummation of a Sale to any party, a sale fee in an aggregate amount equal to (i) 5.0% of the first $10,000,000 of the aggregate amount of Total Consideration (as used in this Application, as defined in the Engagement Agreement) and (ii) 3.0% of the amount, if any, by which the Total Consideration exceeds $10,000,000.00. The firm can be reached through: Jay H. Krasoff CHIRON FINANCIAL LLC 1301 McKinney, Suite 2800 Houston, TX 77010 Phone: (713) 929-9080 About Orwell Trumbull Pipeline Based in Willoughby, Ohio, Orwell-Trumbull Pipeline Co., LLC, engineers, installs, constructs, and inspects electronic measuring equipment for the natural gas industry. Orwell Trumbull Pipeline filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-17135) on Dec. 4, 2017. In the petition signed by Managing Member Richard M. Osborne, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Arthur I. Harris presides over the case. Glenn E. Forbes, Esq., at Forbes Law LLC, serves as bankruptcy counsel to the Debtor. Dettelbach Sicherman & Baumgart, LLCPA; Kravitz Brown & Dortch, LLC; and Wuliger and Wuliger, is the Debtor's special counsel. Chiron Financial LLC is the Debtor's investment banker. PATRIOT NATIONAL: Files Amended Disclosure Statement ---------------------------------------------------- BankruptcyData.com reported that Patriot National filed with the U.S. Bankruptcy Court an amended Disclosure Statement on March 1, 2018. According to the Disclosure Statement, "Pursuant to the Plan, all of the issued and outstanding equity interests in PNI and each of its direct and indirect subsidiaries (the 'Subsidiary Debtors') will be extinguished, and the First Lien Lenders (or their designees) will receive 100% of newly issued equity interests in Reorganized PNI and each of the Reorganized Subsidiary Debtors on account of a portion of their claims arising under their applicable financing agreements as further described below. Additionally, the Plan provides for the creation of a Litigation Trust and for the transfer free and clear into the Litigation Trust of all of the Debtors' Litigation Claims, which include avoidance actions, commercial tort claims, including claims against certain of the Debtors' current and former officers and directors, claims against certain of the Debtors' former professionals, and other claims against third parties held by the Debtors. The proceeds from the settlement or successful prosecution of the causes of action transferred to the Litigation Trust will be distributed pursuant to the Litigation Proceeds Waterfall -- the Cash proceeds of the Litigation Claims will first be used to pay Litigation Trust Expenses, then to repay amounts borrowed under the Litigation Trust Facility and then to repay any indebtedness incurred under the DIP Facility or Exit Facility. Remaining Cash proceeds from the Litigation Claim will then be split with 80% being distributed rateably to holders of Allowed First Lien Lender Deficiency Claims and 20% being allocated to the GUC Cash Pool for distribution to holders of Allowed General Unsecured Claims and Allowed Subordinated Claims pursuant to the GUC Cash Pool Waterfall. Allowed Priority Claims and Allowed Other Secured Claims will either be paid in full, reinstated, or otherwise rendered unimpaired. Allowed Continuing Vendor Claims and Allowed Continuing Retail Agent Claims will be paid in full in the ordinary course of business, or if such amounts are overdue on the Effective Date of the Plan, in two equal installments with the first such installment occurring on the Effective Date and the second occurring six months after the Effective Date. The Plan provides for Allowed DIP Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims and U.S. Trustee Fee Claims to receive 100% recoveries or such other treatment as is agreed to in writing among such Holder, the Debtors and the First Lien Agents. On the Effective Date, Reorganized Debtors will enter into a new credit facility (the 'Exit Facility') with commitments sufficient to (a) repay in full all amounts outstanding under the DIP Facility, (b) make the cash distributions contemplated by the Plan, (c) provide working capital for the ongoing business operations of the Reorganized Debtors, and (d) pay all related transaction costs and expenses. The Exit Facility shall have a first priority lien upon and security interest in substantially all of the assets of the Reorganized Debtors. The Plan also provides for the Reorganized Debtors to enter into a New Term Loan Facility on the Effective Date. The New Term Loan Facility will be used to make certain distributions to the First Lien Lenders under the Plan. The New Term Loan Facility shall have a second priority lien upon and security interest in substantially all of the assets of the Reorganized Debtors." About Patriot National Fort Lauderdale, Florida-based Patriot National, Inc., also known as Old Guard Risk Services, Inc., through its subsidiaries, provides agency, underwriting and policyholder services to its insurance carrier clients, primarily in the workers' compensation sector. Patriot National -- http://www.patnat.com/provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot was incorporated in Delaware in November 2013. The Company completed its initial public offering in January 2015 and its common stock is listed on the New York Stock Exchange under the symbol "PN." Patriot National, Inc., and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the petitions signed by CRO James S. Feltman, the Debtors disclosed $159.4 million in total assets and $242.2 million in total debt as of Dec. 31, 2017. The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and conflicts counsel; Duff & Phelps, LLC, as financial advisor; and Conway Mackenzie Management Services, LLC, as provider of EVP of Finance and related advisory services. Prime Clerk LLC -- https://cases.primeclerk.com/patnat -- is the Debtors' claims, noticing and balloting agent. James S. Feltman of Duff & Phelps, LLC, has been tapped as chief restructuring officer to the Debtors. The Office of the U.S. Trustee has named two creditors -- Jessica Barad and MCMC LLC -- to serve on the official committee of unsecured creditors in the Debtors' cases. PHASERX INC: Changes Case Caption to PZ Wind Down Inc. ------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved PhaseRx's motion for an order authorizing the Debtor to amend the case caption used in the Chapter 11 Case. As previously reported, "On February 1, 2018 the Court entered the Order (A) Approving the Asset Purchase Agreement Between the Debtor and the Purchaser, (B) Authorizing the Sale to the Purchaser of Substantially All of the Debtor's Assets Free and Clear of Liens, Claims, Encumbrances, and Interests, pursuant to which, among other things, the Court approved the sale of the Acquired Assets to Roivant Sciences GmbH (the 'Buyer'). The Sale closed on February 2, 2018. Pursuant to Section 4.7 of the APA, the Debtor is required to change its corporate and business name. Since the closing of the Sale, the Debtor has taken steps to change its corporate name as PZ Wind Down, Inc." About PhaseRx, Inc. Based in Seattle, Washington, PhaseRx -- http://phaserx.com-- operates as a biopharmaceutical company that develops a portfolio of mRNA products to correct inherited, life-threatening liver diseases in children. The company was founded by Robert W. Overell, Ph.D. in 2006. PhaseRx filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-12890) on December 11, 2017. The petition was signed by Robert W. Overell, Ph.D., president and CEO. As of Sept. 30, 2017, the Debtor disclosed $4.10 million in assets and $5.60 million in liabilities. Judge Christopher S. Sontchi presides over the case. Christopher A. Ward, Esq. and Shanti M. Katona, Esq., at Polsinelli PC, serve as counsel to the Debtor. Cowen and Company, LLC is the Debtor's investment banker. Donlin, Recano & Company, Inc. stands as the Debtor's claims and noticing agent. Q&C PROPERTIES: Hires Piercy Bowler as Accountant ------------------------------------------------- Q&C Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Piercy Bowler Taylor & Kern, as accountant to the Debtor. Q&C Properties requires Piercy Bowler to: -- assist the Debtor in the preparation of financial statements, tax returns, and general financial organization of the Debtor's business; and -- assist the Debtor in the preparation of monthly operating reports. Piercy Bowler will be paid at the hourly rate of $500. On December 2017, the Debtor paid Piercy Bowler the amount of $2,330 for services rendered in connection with the case. Piercy Bowler will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Piercy Bowler can be reached at: PIERCY BOWLER TAYLOR & KERN 6100 Elton Ave., Suite 1000 Las Vegas, NV 89107 Tel: 702-384-1120 Fax: 702-870-2474 About Q&C Properties Founded in 2005, Q&C Properties, LLC, operates a car wash business at 3265 S. Nellis Boulevard, Las Vegas, Nevada 89121. The company's gross revenue amounted to $937,437 in 2016 and $848,812 in 2015. Q&C Properties is owned by Steven D. Rice (55%) and Donald Rice (45%). Q&C Properties filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-16663) on Dec. 14, 2017. In the petition signed by Steven D. Rice, its managing member, the Debtor disclosed $2.25 million in assets and $4.90 million in liabilities. The case is assigned to Judge Laurel E. Davis. Marjorie A. Guymon, Esq., at Goldsmith & Guymon, P.C., is the Debtor's counsel. QEP RESOURCES: Fitch Puts 'BB' IDR on Watch Negative ---------------------------------------------------- Fitch Ratings has placed the ratings of QEP Resources, Inc. (QEP), including the 'BB' Issuer Default Ratings (IDRs) and senior unsecured debt ratings, on Rating Watch Negative following the announcement of strategic initiatives to transition to a pure play Permian basin company. The Rating Watch Negative reflects the expected reduction in size, scale, and diversification upon the planned sale of the Uinta, Williston, and Haynesville assets as well as the announced $1.25 billion share repurchase program. Fitch intends to maintain the Rating Watch Negative until the Uinta and Williston assets are sold, which Fitch expects to take place in the second half of 2018. Upon the sale of the Uinta and Williston assets, Fitch would likely downgrade QEP's long-term IDR by one to two notches subject to allocation of proceeds and greater visibility on further divestiture and development plans. Further negative rating actions may be taken upon execution of the Haynesville sale, subject to capital allocation between debt reduction, shareholder rewards and capital reinvestments. The company's longer-term operational, financial, and M&A strategy following its shift to a pure play Permian producer will also be key factors in assessing QEP's credit profile . KEY RATING DRIVERS Continued Repositioning of Assets: QEP closed on their Pinedale divestiture in September 2017 and their Permian acquisition in October 2017. While the Pinedale divestiture resulted in sizeable reductions to production volumes and cash flows, Fitch viewed the redeployment of capital towards higher growth and margin Permian acreage and production as supportive to the credit profile in the medium term. The acquired Permian assets are at a relatively early stage in their development, requiring capital to grow production, but provide the company with additional scale within the Midland basin. The further portfolio optimization that was recently announced may result in the divestitures of QEP's Uinta, Williston and Haynesville assets leading to the company becoming a pure play Permian operator. The announced repositioning will materially reduce production, with QEP guiding 2018 production of around 136mboe/d for all assets, including about 39mboe/d from the Permian. While Fitch acknowledges that production should increase quickly once QEP becomes a pure play Permian producer, QEP will most likely have to be acquisitive to maintain production scale and preserve an appropriate reserve life. QEP's current footprint in the Northern Midland Basin is 44,000 net acres with approximately 1,900 drilling locations. Manageable Leverage Expectations: Fitch anticipates QEP to continue to prudently manage debt/EBITDA in the 1.5x to 2.0x range, consistent with historical, pre-downturn levels. Overall debt balances are expected to be reduced as the company uses proceeds from any asset sales to right-size the balance sheet for the forecasted production and cash flow base. Negative to Neutral FCF: Fitch forecasts negative free cash flow (FCF) in 2018 and 2019, assuming a $50/WTI and $52.5/WTI oil price environment, moving towards FCF neutrality in 2020. Fitch anticipates near-term shortfalls will be initially funded with the credit facility, with asset sale proceeds likely used to repay these borrowings. Fitch recognizes that management expects cash flow neutrality by 2019 at a $55/WTI with the Permian becoming self-funding thereafter. DERIVATION SUMMARY QEP Resources, in its current form, is a multi-basin producer with solid financial metrics but the recently announced initiative to transition to a pure-play Northern Midland Permian producer with approximately 44,000 net acres will reduce size and diversification. QEP's average production in 2017 of approximately 146mboe/d is greater than both DJ Basin, oil-weighted Extraction Oil and Gas, Inc (B+/Stable) at 51.8mboe/d and Pinedale gas-oriented Ultra Petroleum Corp (BB-/Stable) at approximately 126.3 mboe/d. Reduced production from the sale of the non-Permian assets is likely to put production closer to Extraction, which also has a single basin focus with approximately 171,000 net core acres in the DJ basin. Resolute Energy Corporation (B-/Stable), a pure play Southern Delaware Permian producer, has approximately half the Permian acreage footprint of QEP at approximately 21,000 net acres. Fitch also expects Resolute to be acquisitive to build scale in the Permian QEP's 2017 expected debt/EBITDA is strong for the category at 3.0x and in line with peers. Fitch expects the company to return to mid-cycle debt/EBITDA metrics in the 1.5x to 2.0x range, consistent with QEP's historical leverage metrics. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- WTI oil price that trends up from $50/barrel in 2018 to a long-term price of $55/barrel; -- Henry Hub gas that trends up from $3/mcf to a long-term price of $3.25/mcf; -- Uinta and Williston basin sales in the second half of 2018, with Haynesville thereafter; -- Debt reduction resulting in mid-cycle debt/EBITDA in a range of 1.5x to 2.0x throughout the forecast; -- Cash flow deficits funded with revolver and asset sale proceeds, with asset sale proceeds reducing drawn amounts on the revolver. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Increased production size and scale in key basins; -- Mid-cycle debt/EBITDA at or below 3.0x; -- Debt/flowing barrel under $15,000 and/or debt/1P below $5.0/boe on a sustained basis. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Reduced size and scale through the completion of the Uinta and Willison Sales; -- Further asset sales reducing size and diversification; -- Material reduction in size of drilling inventory without a credible, credit conscious plan to replace inventory; -- Mid-cycle debt/EBITDA at or above 4.0x. Fitch expects the Rating Watch Negative to be resolved upon completion of the Uinta and Williston sales. Upon completion, Fitch would likely downgrade the IDR by one to two notches subject to allocation of proceeds and greater visibility on further divestiture and development plans. Fitch anticipates the Rating Sensitivities will be evolving as the asset base of QEP evolves. LIQUIDITY Adequate Liquidity: QEP's adequate liquidity positions supported by the company's $1.25 billion unsecured revolver due 2022 subject to a springing maturity date of Feb. 1, 2021 if more than $400 million of the 2020 and 2021 notes are outstanding at the time of the springing maturity. The credit facility is subject to certain covenants that may limit the amount of borrowing capacity, including a consolidated leverage ratio not to exceed 4.0x through Dec. 31, 2018 and moves to 3.75x thereafter. The credit agreement also has a Present Value to Consolidated Net Funded Debt Ratio (PV-9 test) during a Debt Ratings Trigger Period of at least 1.25x prior to or on Dec. 31, 2018, moving to 1.4x in 2019, and moving to 1.5x any time after Jan. 1, 2020. QEP is currently not subject to the PV-9 covenant. Maturities Likely To Be Managed Post Sale: QEP's maturity profile is clear until 2020 when approximately $51.7 million of notes are due, with $397.6 million, $500 million and $650 million due in 2021, 2022, and 2023, respectively. Fitch expects asset sale proceeds will be used to reduce debt to a level where debt/EBITDA will be around 1.5x to 2.0x based on historical company levels. Nonetheless, Fitch believes that longer term refinancing risk could rise without the addition of meaningful Permian drilling inventory (currently estimated at eight to 15 years, subject to activity) following the divestment of the non-Permian assets. FULL LIST OF RATING ACTIONS Fitch has place the following ratings on Rating Watch Negative: QEP Resources, Inc. -- Long-term IDR 'BB'; -- Senior unsecured credit facility 'BB'/'RR4'; -- Senior unsecured notes 'BB'/'RR4'. The Rating Watch is Negative. QEP RESOURCES: S&P Puts 'BB+' CCR on CreditWatch Negative --------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'BB+' corporate credit rating, on U.S.-based oil and gas exploration and production (E&P) company QEP Resources Inc. on CreditWatch with negative implications. S&P said, "We also placed the 'BB+' senior unsecured debt rating on CreditWatch with negative implications. The recovery rating on the debt remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default. "The CreditWatch placement of QEP's ratings reflects at least a 50% probability we will lower the ratings if the company successfully divests itself of its Williston and Uinta assets, as proposed. We view smaller scale in terms of reserves and production, as well as increased geographic concentration in the Permian Basin as unfavorable for credit quality. We expect the company to use sale proceeds to fund development of its Permian properties, repay debt, and repurchase shares under a $1.25 billion authorization. While debt repayment could improve financial leverage, we anticipate that the overall effect of the divestitures to result in lower ratings. The resulting ratings will depend on the amount and use of sale proceeds. "We expect to resolve the CreditWatch listing when we have clarity on how successful the company is in divesting its assets outside the Permian basin and on the use the sale proceeds. QEP's initial timeline is to begin marketing its Williston and Uinta assets in March or April of 2018. We anticipate the company will reach sales agreements later this year and the resolution will depend on amount and use of proceeds and follow our discussion with management regarding the company's planned reserve and production growth. "We could lower the rating should the company successfully divest a large portion of planned marketed assets. We could return the outlook to stable if it appears that the proposed transactions will not close as proposed." QUALITY CARE: Delays Filing of Annual Report, Cites HCP Bankruptcy ------------------------------------------------------------------ Quality Care Properties, Inc., said in a regulatory filing with the Securities and Exchange Commission that it is unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2017, without unreasonable effort and expense. The Company on March 2, 2018, entered into a plan sponsor agreement with HCR ManorCare, Inc., HCP Mezzanine Lender, LP, a wholly owned subsidiary of the Company, and certain lessor subsidiaries of the Company. The Plan Sponsor Agreement contemplates that, among other things, pursuant to a prepackaged plan of reorganization of HCRMC under Chapter 11 of the Bankruptcy Code, Purchaser will acquire all of the issued and outstanding capital stock of HCRMC, in exchange for the discharge under the Prepackaged Plan of all claims of the Company against HCRMC and its subsidiaries arising under HCRMC's guarantee of the master lease with HCR III Healthcare, LLC. According to QCP, due to the entry into the Plan Sponsor Agreement, additional management time and resources are necessary to complete all steps and tasks necessary to finalize the Company's annual financial statements and other disclosures required to be included in the 2017 10-K, including, among other things, management's going concern analysis with respect to the Company in accordance with Accounting Standards Codification Topic 205, Presentation of Financial Statements - Going Concern (Subtopic 205-40). As a result, the Company cannot, without unreasonable effort or expense, file the 2017 Form 10-K on or prior to the prescribed due date of March 1, 2018. The Company expects to file the 2017 Form 10-K on or before March 16, 2018, the fifteenth calendar day following March 1, 2018. About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUALITY CARE: Needs More Time to Complete Its Form 10-K ------------------------------------------------------- Quality Care Properties, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that it is unable to timely file its annual report on Form 10-K for the year ended Dec. 31, 2017 without unreasonable effort and expense. As disclosed in the Company's Current Report on Form 8-K filed with the SEC on March 2, 2018, the Company on March 2, 2018 entered into a plan sponsor agreement with HCR ManorCare, Inc., HCP Mezzanine Lender, LP, a wholly owned subsidiary of the Company ("Purchaser"), and certain lessor subsidiaries of the Company. The Plan Sponsor Agreement contemplates that, among other things, pursuant to a prepackaged plan of reorganization of HCRMC under title 11 of the United States Code, the Purchaser will acquire all of the issued and outstanding capital stock of HCRMC, in exchange for the discharge under the Prepackaged Plan of all claims of the Company against HCRMC and its subsidiaries arising under HCRMC's guarantee of the master lease with HCR III Healthcare, LLC. Due to the entry into the Plan Sponsor Agreement, additional management time and resources are necessary to complete all steps and tasks necessary to finalize the Company's annual financial statements and other disclosures required to be included in the 2017 10-K, including, among other things, management's going concern analysis with respect to the Company in accordance with Accounting Standards Codification Topic 205, Presentation of Financial Statements -- Going Concern (Subtopic 205-40). As a result, the Company cannot, without unreasonable effort or expense, file the 2017 Form 10-K on or prior to the prescribed due date of March 1, 2018. The Company expects to file the 2017 Form 10-K on or before March 16, 2018, the fifteenth calendar day following March 1, 2018. About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUALITY CARE: To Buy 100% of HCR ManorCare in Prepack Chapter 11 ---------------------------------------------------------------- Quality Care Properties, Inc. (NYSE: QCP) and HCR ManorCare, Inc., have reached an agreement to transition the ownership and leadership of HCR ManorCare, including its skilled nursing, assisted living, hospice and homecare businesses to QCP. The transaction is expected to recapitalize HCR ManorCare and provide stability and flexibility to better react to today's rapidly changing post-acute care industry. Under QCP's ownership and with new leadership, HCR ManorCare will continue to focus on providing superior patient care in this vital sector of healthcare. QCP and HCR ManorCare have agreed to effect this transaction through a prepackaged plan of reorganization pursuant to a Plan Sponsor Agreement entered into between the parties. HCR ManorCare, Inc., the parent holding company for the HCR ManorCare operating businesses, will voluntarily file for Chapter 11 under the United States Bankruptcy Code in the coming days. HCR ManorCare's operating subsidiaries will not file for Chapter 11 and the parent company's Chapter 11 filing will have no impact on patient care or the subsidiaries' operations. Under the terms of the Plan Sponsor Agreement and as contemplated in the prepackaged plan of reorganization, all HCR ManorCare employees, creditors, vendors and suppliers, aside from QCP, are expected to be unimpaired by the transaction and paid in the ordinary course when due. The transaction is subject to bankruptcy court approval of the prepackaged plan of reorganization and customary closing conditions, including regulatory approval. Bankruptcy court approval is expected during the second quarter and the transaction is expected to be completed during the third quarter of 2018. Effective immediately, Guy Sansone, a managing director and chairman of the Healthcare Industry Group at global professional services firm Alvarez & Marsal with significant skilled nursing care facility operating experience, and Laura Linynsky, QCP's senior vice president and a former chief operating officer of Sunrise Senior Living, Inc., will serve on behalf of QCP as consultants and work closely with the HCR ManorCare management team in order to facilitate a smooth transition of leadership and ownership. Following the completion of the transaction, Mr. Sansone is expected to assume the role of HCR ManorCare's chief executive officer and Ms. Linynsky is expected to serve as HCR ManorCare's interim chief financial officer. Mark Ordan, QCP's chief executive officer, said, "This agreement facilitates a consensual resolution that provides stability and flexibility for the business. We see this as the best available opportunity to improve a challenging situation. We considered every possible option and determined that entering this agreement to take direct ownership of our tenant best positions QCP to reposition the business to realize the potential of its properties for QCP shareholders. Under Guy and Laura's leadership, HCR ManorCare will continue to support the excellent employees providing long-term care, hospice and rehabilitation services, and corporate services to enhance patient care and drive referrals." Mr. Ordan continued, "In the coming weeks and months, we will work closely with HCR ManorCare senior management and the rest of HCR ManorCare's management and operating team to ensure a smooth transition. HCR ManorCare's team of skilled, dedicated and compassionate employees will continue to be the ultimate driver of the Company's superior patient care. We look forward to completing this transaction and to delivering long-term value to employees, patients, residents and shareholders." John R. Castellano, HCR ManorCare's chief restructuring officer, said, "We have invested a significant amount of time and effort in developing this proposed solution for all constituents involved. We believe that this agreement is a positive outcome for all of HCR ManorCare's stakeholders. Under our proposed plan, HCR ManorCare employees and creditors, aside from QCP, will not be impaired while we transition the ownership of the HCR ManorCare parent company to QCP. This represents an important step forward to strengthen the Company's financial position and create value." Steven M. Cavanaugh, HCR ManorCare's president and chief executive officer, stated, "We have worked with QCP to reach an agreement that provides stability for our employees, residents and patients. I am proud of the hard work and dedication that HCR ManorCare employees have continued to demonstrate in delivering outstanding care during difficult times. We will work tirelessly through the transition to ensure that the company continues to deliver the same level of outstanding care." Transaction Structure and Terms At the closing of the transaction, QCP's claims against HCR ManorCare under the Master Lease and guaranty, including the deferred rent obligation and unpaid rent, will be exchanged and released for 100% equity ownership of HCR ManorCare, with HCR ManorCare becoming a wholly-owned indirect subsidiary of QCP. In connection with this transaction, QCP expects to no longer qualify for status as a Real Estate Investment Trust (REIT). No longer attempting to qualify as a REIT enables QCP to own the operator of the skilled nursing and assisted living/memory care facilities across its high quality asset base, as well as the operator of HCR ManorCare's hospice business, Heartland Hospice and Home Health Care. Heartland is one of the top five largest hospice companies in the United States. Additional details regarding the Plan Sponsor Agreement and the transactions contemplated by the Agreement will be made available in the Company's filings with the Securities and Exchange Commission. QCP expects to conduct an investor day in approximately 60 days to provide an update on its strategy and financial picture. The controlling stockholders of HCR ManorCare have also signed a restructuring support agreement in support of the transaction. Concurrent with the signing of the Plan Sponsor Agreement, HCR ManorCare made a rent payment to QCP of $23.5 million, which represents the $14 million and $9.5 million payments previously due on January 25 and Feb. 10, 2018, respectively. QCP expects to receive rent payments from HCR ManorCare during the Chapter 11 period in accordance with the provisions of the Plan Sponsor Agreement. Advisors Sullivan & Cromwell LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as QCP's legal counsel, Lazard and Houlihan Lokey Capital, Inc. are serving as financial advisors and Alvarez & Marsal is serving as an advisor. Latham & Watkins and Sidley Austin are serving as HCR ManorCare's legal counsel, AP Services, LLC is serving as restructuring advisor and Moelis & Company is serving as financial advisor. About HCR ManorCare HCR ManorCare is a provider of short-term, post-hospital services and long-term care with a network of more than 500 skilled nursing and rehabilitation centers, memory care communities, assisted living facilities, outpatient rehabilitation clinics, and hospice and home health care agencies. About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland, was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. As of Sept. 30, 2017, Quality Care had $4.46 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock and $2.65 billion in total equity. * * * In December 2017, S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUEST SOLUTION: Settles Debts with the Marins, Thomet and Zicman ---------------------------------------------------------------- Quest Solution, Inc. entered into two settlement agreements with David and Kathy Marin on Feb. 28, 2018. Pursuant to the first Marin Settlement Agreement, the Company and the Marins agreed to reduce the Company's purchase price for all of the capital stock of Bar Code Specialties, Inc., which was acquired by the Company from the Marins in November 2014. In the 2014 acquisition, the Company had issued David Marin a promissory note for $11,000,000 of which an aggregate of $10,696,465 was outstanding as of Feb. 26, 2018, which includes accrued interest earned but not paid. Pursuant to the Marin Settlement I Agreement, the amount of the indebtedness owed to Marin was reduced by $9,495,465 bringing the total amount owed to $1,201,000. Section 3.1 of the original note was amended to provide that the Company will pay the Marins 60 monthly payments of $20,000 each commencing the earlier of (i) Oct. 26, 2018 and (ii) the date that the Company's obligation to Scansource, Inc., currently in the amount of $2,800,000 is satisfied and all amounts currently in default under the credit agreement with Scansource (currently approximately $ 6.0 Million) is reduced to $2.0 million. The Marins have agreed to release their security interest against the Company. In connection with the $9,495,465 reduction in the purchase price, the Company issued the Marins three year warrants to purchase an aggregate of 3,000,000 shares of Common Stock at an exercise price of $0.20 per-share. On Feb. 28, 2018, the Company entered into an additional settlement agreement with the Marins whereby the Company settled a promissory note owed to the Marins in the original principal amount of $100,000 which currently had a balance of $111,064 in its entirety in exchange for an aggregate of 85,000 shares of the Company's Series C Preferred Stock. The Series C Preferred Stock has a liquidation value and conversion price of $1.00 per share and automatically converts into Common Stock at $1.00 per share in the event that the Company's common stock has a closing price of $1.50 per share for 20 consecutive trading days. The preferred stock pays a 6% dividend commencing two years from issuance. During the first two years, the Series C Preferred stock will neither pay or accrue the dividend. The Company also agreed to transfer title to a vehicle that was being utilized by Mr. Marin to David Marin. In exchange therefor, the $100,000 Note and the accrued interest thereon was cancelled in its entirety. On Feb. 28, 2018, the Company entered into a settlement agreement with Kurt Thomet whereby the Company settled its indebtedness to Mr. Thomet in the current amount of $5,437,136 in full in exchange for 60 monthly payments of $12,500 each commencing the earlier of (i) Oct. 26, 2018 or (ii) the date when the Company's obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Thomet an aggregate of 500,000 shares of restricted common stock and 1,000,000 shares of Series C Preferred Stock with the same rights and restrictions. On Feb. 28, 2018, the Company entered into a settlement agreement with Goerge Zicman whereby the Company settled its indebtedness to Mr. Zicman in the current amount of $1,304,198 in full in exchange for 60 monthly payments of $3,000 each commencing the earlier of (i) Oct. 26, 2018 or (ii) the date when the Company's obligation under its promissory note with Scansource, Inc. currently in the amount of $2,800,000 is satisfied and all amounts currently due under the credit agreement with Scansource (currently approximately $6.0 million) is reduced to $2.0 million. In addition, the Company issued Mr. Zicman an aggregate of 100,000 shares of common stock and 600,000 shares of Series C Preferred Stock with the same rights and restrictions as described above in the description of the Marin Settlement II Agreement. Each of the Marins, Thomet and Zicman entered into a voting agreement with the Company whereby they agreed to vote any shares of common stock beneficially owned by them and also agreed to a leakout restriction whereby they each agreed not to sell more than 10% of the common stock beneficially owned during any 30-day period. On Feb. 28, 2018, the Company entered into a five-year employment agreement with David Marin to serve as a sales officer of the Company. Pursuant to the Employment Agreement, Mr. Marin shall receive a salary of $15,000 per month during the term of this employment. He is also entitled to a commission of 20% of the Company's gross profit on the Company's net revenues derived from sales to any customers that Marin is directly responsible for facilitating and/or closing. This commission structure is consistent with Mr. Marin's previous commission structure. In addition, Mr. Marin may be entitled to a bonus at the discretion of the Company's Board. On Feb. 26, 2018, the Company entered into a lease termination agreement with David and Kathy Marin whereby it cancelled the lease for the premises located at 12272 Monarch St., Garden Grove, California effective as of April 20, 2018. The Company issued an aggregate of 600,000 shares of Common Stock, 3,000,000 three-year warrants to purchase Common Stock at $0.20 per share and 1,685,000 shares of Series C Preferred Stock in connection with the Feb. 28, 2018 settlement agreements. About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc., is a Specialty Systems Integrator focused on Field and Supply Chain Mobility. The Company is also a manufacturer and distributor of consumables (labels, tags, and ribbons), RFID solutions, and barcoding printers. Founded in 1994, Quest is headquartered in Eugene, Oregon, with offices in the United States. Prior to 2008, the Company was involved in various unrelated business activities. From 2008-2014 the Company was involved in multiple businesses inclusive of an oil and gas investment company. Due to changes in market conditions, management determined to look for acquisitions which were positive cash flow and would provide immediate shareholder value. In January 2014, the first such acquisition was completed of Quest Marketing Inc. (dba Quest Solution, Inc.). The Company has acquired a significant working capital deficit and issued a substantial amount of subordinated debt in connection with its acquisitions. As of June 30, 2017, the Company had a working capital deficit of $14,940,888 and an accumulated deficit of $33,808,344. The Company said its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis to obtain additional debt or equity financing for working capital or refinancing (restructuring of subordinated debt) as may be required and, ultimately, to attain profitable operations. The Company's independent accounting firm RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. Quest Solution incurred a net loss attributable to common stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss attributable to common stockholders of $1.71 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Quest Solution had $28.77 million in total assets, $44.84 million in total liabilities and a total stockholders' deficit of $16.06 million. QUIDDITCH ACQUISITION: Moody's Rates New $238MM Bank Loans B3 ------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Quidditch Acquisition, Inc.'s proposed $35 million senior secured revolving credit facility and $203 million senior secured term loan. In addition, Moody's assigned Quidditch a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). The outlook is stable. Proceeds from the proposed senior secured bank facilities and approximately $135 million of common equity contributed by affiliates of Apollo Global Management, LLC (Apollo) will be used to fund the acquisition of Qdoba Restaurant Corp. ("Qdoba") from Jack-in-the-Box Inc. Moody's ratings and outlook are subject to receipt and review of final documentation. "The ratings reflect Quidditch's high leverage and modest interest coverage pro forma for the acquisition and the difficulty of executing its strategy to stabilize and reverse weak same store sale performance while transitioning to a standalone company. " stated Bill Fahy, Moody's Senior Credit Officer. "However, the ratings also reflect Quidditch's material scale in terms of systemwide restaurants and sales, reasonable level of brand awareness, material franchise operations and good liquidity" stated Fahy. Assignments: Issuer: Quidditch Acquisition, Inc. -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Senior Secured Bank Credit Facility, Assigned B3(LGD3) Outlook Actions: Issuer: Quidditch Acquisition, Inc. -- Outlook, Assigned Stable RATINGS RATIONALE Quidditch is constrained by its high debt/EBITDA (about 6x) and modest EBIT interest coverage (around 1.0x) pro forma for the proposed transaction and weak same store sales performance. In addition, the challenges with successfully executing a strategy to improve its labor model, revamp the menu and enhance its marketing efforts while transitioning to standalone company remain a concern. However, the company benefits from its material scale with about 726 restaurants and over $820 million of systemwide sales, reasonable level of brand awareness, and good day-part mix (split between lunch and dinner). Additionally, the company's meaningful franchise component provides some earnings stability to offset company owned operations that are exposed to expense pressure. Qdoba's transition service and employment agreement with Jack-in-the-Box that will last for up to 12 months after the close of the transaction with personnel support for up to 9 months will help facilitate an orderly transition. The material amount of contributed equity to partially finance the acquisition and good liquidity are also credit positives. The stable outlook reflects Moody's expectation that Quidditch successfully transitions to a standalone company and achieves its targeted levels of operating improvements and costs synergies over time. The outlook also reflects Moody's expectation that the company maintains good liquidity. Factors that could result in a downgrade include an inability to transition to a standalone company over the near term or strengthen operating margins . Specifically, ratings could be downgraded if on a sustained basis debt to EBITDA was above 6.0 times, EBIT to interest was below 1.3 times or liquidity deteriorated for any reason. The ratings could be upgraded in the event a sustained improvement in operating performance resulted in stronger credit metrics with debt to EBITDA below 5.5 times and coverage of around 1.75 times. A higher rating would also require maintaining good liquidity. The B3 rating on the senior secured $35 million revolver and $203 million term loan, the same as the CFR, reflects the majority position within Quidditch's capital structure that this debt represents, its covenant lite structure and limited amount of other debt and non-debt liabilities that are junior to the bank facility. Qdoba is one of the largest Mexican fast-casual dining chain in the US. Qdoba is a wholly-owned subsidiary of Quidditch which is owned by affiliates of Apollo Global Management, LLC. Annual revenues are about $450 million. RES-CARE INC: S&P Affirms Then Withdraws 'B+' Corp Credit Rating ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on U.S.–based health care services provider Res-Care Inc. The outlook is stable. S&P subsequently withdrew the rating at the company's request. SALSGIVER INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Salsgiver, Inc. dba Burghbars dba Gotlit 301 Fifth Street Freeport, PA 16229 Business Description: Salsgiver, Inc., based in Freeport, Pennsylvania, is a wired telecommunications carrier offering internet, phone and video services to residential and business clients. The Company also provides telecom services including fiber optic design, fiber optic route engineering, make ready engineering, pole survey/field measurements, electronic pole profiles, fiber optic construction and installation, fiber optic splicing, dark fiber leases, and lit fiber services. http://gotlit.com/www.salsgiver.com Chapter 11 Petition Date: March 2, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Salsgiver, Inc. 18-20803 Salsgiver Telecom, Inc. 18-20805 Salsgiver Communications, Inc. 18-20806 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Thomas P. Agresti (18-20803 and 18-20806) Hon. Jeffery A. Deller (18-20805) Debtors' Counsel: Kelly Esther McCauley, Esq. WHITEFORD, TAYLOR & PRESTON, LLC 200 First Avenue, 3rd Floor Pittsburgh, PA 15222 Tel: 412-618-5602 Fax: 412-618-5597 Email: Kmccauley@wtplaw.com - and - Daniel R. Schimizzi, Esq. WHITEFORD, TAYLOR & PRESTON, LLC 200 First Avenue, Floor 3 Pittsburgh, PA 15222 Tel: 412-275-2401 Email: dschimizzi@wtplaw.com Assets and Liabilities: Estimated Estimated Assets Liabilities --------- ----------- Salsgiver, Inc. $0-$50,000 $1 mil.-$10 million Salsgiver Telecom $0-$50,000 $100,000-$500,000 Salsgiver Comm. $0-$50,000 $0-$50,000 The petitions were signed by Loren M. Salsgiver, president. A full-text copy of Salsgiver, Inc.'s petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-20803.pdf A full-text copy of Salsgiver Telecom, Inc.'s petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-20805.pdf A full-text copy of Salsgiver Communications' petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-20806.pdf SEADRILL LTD: Reaches Separate Deals with Samsung & Daewoo ---------------------------------------------------------- BankruptcyData.com reported that Seadrill Ltd. filed with the U.S. Bankruptcy Court a motion for entry of (a) stipulation and agreed order approving a settlement with Samsung Heavy Industries Co and (b) a stipulation and agreed order approving a settlement with Daewoo Shipbuilding & Marine Engineering Co., Ltd. According to the report, under the SHI stipulation and agreed order, "The SHI Contracts shall be deemed rejected as of the date of entry of the order approving the SHI Stipulation and Agreed Order. Subject only to entry of the Confirmation Order, the Debtors and SHI shall grant mutual releases. The Debtors shall have an exclusive period from February 28, 2018 to May 28, 2018 (the 'Exclusive Period') to identify a buyer for the SHI Drillships. SHI shall receive on the Effective Date of the Plan $10 million in cash (the 'Settlement Payment'). The order approving the Disclosure Statement (the 'Disclosure Statement Order') provided for SHI to have an Allowed General Unsecured Claim against Seadrill Limited for purposes of voting on the Plan, and participation in the Rights Offering procedures in the amount of four hundred sixty-four million dollars ($464,000,000). The Disclosure Statement Order provided for SHI to have an Allowed General Unsecured Claim against Draco and Dorado (in Class C3 of the Plan), for purposes of voting on the Plan, and participation in the Rights Offering procedures if applicable, in the respective amounts of $233 million against Draco and $231 million against Dorado." The report adds, under the DSME stipulation and agreed order,"The DSME Contracts shall be deemed rejected as of February 28, 2018, and upon approval of the Stipulations by the Court. The Debtors shall have an exclusive period from February 28, 2018 to May 28, 2018 (the 'Exclusive Period') to identify a buyer for the DSME Drillships. DSME shall receive on the Effective Date of the Plan $7 million in cash (the 'Settlement Payment'). The Disclosure Statement Order provided for DSME to have an Allowed General Unsecured Claim against Seadrill Limited for purposes of voting on the Plan, and participation in the Rights Offering procedures in the amount of $600 million. Upon entry of the Confirmation Order, DSME will receive an Allowed General Unsecured Claim against SDRL for distribution purposes under the Plan and all purposes under these Chapter 11 Cases, in the amount of $600 million. Upon entry of the Confirmation Order, in full and final satisfaction of any and all claims against Aquila and Libra (Class C3 of the Plan), DSME will receive an Allowed General Unsecured Claim against Aquila in the amount of $310 million and against Libra in the amount of $290 million for distribution and voting purposes." 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. SEASTAR HOLDINGS: Committee Hires Bayard as Counsel --------------------------------------------------- The Official Committee of Unsecured Creditors of Seastar Holdings, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A., as counsel to the Committee. The Committee requires Bayard to: a) provide legal and strategic advice to the Committee with respect to its rights, duties, and powers in these cases; b) assist and advise the Committee in its consultations and negotiations with the Debtors in connection with the administration of these cases; c) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; d) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims, including analysis of possible objections to the priority, amount, subordination, or avoidance of claims and transfers of property in consideration of such claims; e) advise and represent the Committee in connection with all matters arising in these cases, including the Debtors' motion to incur DIP financing; f) appear, on behalf of the Committee, before this Court and any other federal, state, or appellate court as may be necessary in connection with these chapter 11 cases; g) appear, on behalf of the Committee, at any meetings of creditors that may be held in connection with these cases; h) prepare, on behalf of the Committee, any pleadings or other documents that may need to be filed in these cases, including, without limitation, motions, memoranda, complaints, objections, and responses or replies to any of the foregoing; i) monitor the case docket and responding, as needed, regarding matters directly or indirectly impacting the Committee or affecting the Committee's interests in these cases; j) participate in calls and otherwise corresponding with the Committee; k) prepare, update, and distribute critical dates memoranda and working group lists; l) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases; and m) provide such other services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, order of this Court, or other applicable source of law. Bayard will be paid at these hourly rates: Partners $500 to $1,050 Associates $315 to $475 Paraprofessionals $240 to $295 Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. Justin R. Alberto, a partner at Bayard, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Bayard can be reached at: Justin R. Alberto, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: jalberto@bayardlaw.com About Seastar Holdings Based in Puerto Rico, SeaStar Holdings, Inc., doing business as Seaborn Airlines, serves local passengers within the Caribbean and connecting traffic to numerous locations within or outside the United States through code share or interline arrangements with multiple airline partners. The Company's fleet consists of seven 34-seat Saab 34088s and one 15-seat Twin Otter Seaplane. The majority of the Company's inter-island flights are via the Saab fleet. The Seaplane serves as the primary air transportation between St. Croix and St. Thomas in the U.S. Virgin Islands. SeaStar Holdings, Inc., along with affiliates Seaborne Virgin Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018. SeaStar Holdings estimated assets of $1 million to $10 million and debt of $10 million to $50 million as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J. Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors' bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors' restructuring advisor. Stinson Leonard Street LLP is the special regulatory counsel. Seabury Corporate Advisors LLC is the investment banker. Rust Consulting/Omni Bankruptcy is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Jan. 23, 2018, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of SeaStar Holdings, Inc., and its affiliates. The Committee retained Bayard, P.A., as counsel; Gavin/Solmonese LLC, as financial advisor. SEASTAR HOLDINGS: Committee Hires Gavin/Solmonese as Fin'l Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Seastar Holdings, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Gavin/Solmonese LLC, as financial advisor to the Committee. The Committee requires Gavin/Solmonese to: a) review and analyze the businesses, management, operations, properties, financial condition and prospects of the Debtors; b) review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; c) review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; d) determine the reasonableness of the projected performance of the Debtors, both historically and future; e) monitor, evaluate and report to the Committee with respect to the Debtors' near-term liquidity needs, material operational changes and related financial and operational issues; f) review and analyze all material contracts and agreements; g) assist and procure and assembling any necessary validations of asset values; h) provide ongoing assistance to the Committee and the Committee's legal counsel; i) evaluate the Debtors' capital structure and making recommendations to the Committee with respect to the Debtors' efforts to reorganize their business operations and confirm a restructuring or liquidating plan; j) assist the Committee in preparing documentation required in connection with creating, supporting or opposing a plan and participating in negotiations on behalf of the Committee with the Debtors or any groups affected by a plan; k) assist the Committee in marketing the Debtors' assets with the intent of maximizing the value received for any such assets from any such sale; l) provide ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance, and; m) provide such other tasks as the Committee or its counsel may reasonably request in the course of exercise of the Committee's duties in these cases. Gavin/Solmonese will be paid at the hourly rate of $450-$700. Gavin/Solmonese will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward T. Gavin, managing director of Gavin/Solmonese LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Gavin/Solmonese can be reached at: Edward T. Gavin GAVIN/SOLMONESE LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Tel: (302) 655-8997 Fax: (302) 655-6063 About Seastar Holdings Based in Puerto Rico, SeaStar Holdings, Inc., doing business as Seaborn Airlines, serves local passengers within the Caribbean and connecting traffic to numerous locations within or outside the United States through code share or interline arrangements with multiple airline partners. The Company's fleet consists of seven 34-seat Saab 34088s and one 15-seat Twin Otter Seaplane. The majority of the Company's inter-island flights are via the Saab fleet. The Seaplane serves as the primary air transportation between St. Croix and St. Thomas in the U.S. Virgin Islands. SeaStar Holdings, Inc., along with affiliates Seaborne Virgin Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018. SeaStar Holdings estimated assets of $1 million to $10 million and debt of $10 million to $50 million as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J. Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors' bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors' restructuring advisor. Stinson Leonard Street LLP is the special regulatory counsel. Seabury Corporate Advisors LLC is the investment banker. Rust Consulting/Omni Bankruptcy is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Jan. 23, 2018, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of SeaStar Holdings, Inc., and its affiliates. The Committee retained Bayard, P.A., as counsel; Gavin/Solmonese LLC as financial advisor. SEVEN STARS: Expects Full-Year 2017 Revenue of $125M to $144M ------------------------------------------------------------- Seven Stars Cloud Group, Inc., provided updates on 2017 pending financial results, fiscal year 2018 revenue guidance and initiation of fiscal year 2018 EBITDA guidance. SSC management is expecting that in fiscal year 2018, the Company, via its fintech-powered digital financial services business and seven product engines, will generate $280 million in revenue and $35 million in EBITDA. SSC now foresees full-year 2017 revenue to be in the range of $125 million to $144 million upon the anticipated timely completion of its 2017 audit by BF Borgers CPA PC. While this was short of the Company's earlier and recent guidance, the result is anticipated to be in the 256%-310% growth range over 2016 revenue. Commenting on the Company's achievements in 2017 as well as outlook for 2018, Mr. Bruno Wu, Chairman & CEO of Seven Stars Cloud stated: "We experienced our fair share of opportunities and challenges in 2017 and generated what is anticipated to be record revenue and revenue growth." "Management is focused on building the Company for long term growth, profitability and success. This is more than evident in the performance delta between 2017 revenue results and any other prior year in the Company's existence. This evolution and progress includes significant transformational work in solving for lagging and embedded legacy issues while at the same time balancing and addressing current and go forward execution activities." "Unanticipated personnel issues that led to internal communication and internal administrative oversights that materialized during the Company's 2017 fiscal year, resulted in what is anticipated to be 2017 revenue that is below prior and recent guidance expectations. However, the Company and management specifically, believes that it has taken strong and immediate actions to cure the causes of these deficiencies. Because of the foundation built and steps taken during 2017, the Company believes it is well positioned for continued growth in 2018. Specifically: * Management successfully transitioned the Company, formerly strictly focused on VOD content distribution in China, into a global financial technology firm; * The Company executed the first phase of its strategic and integration plan by acquiring, investing in, or partnering with firms focused on Artificial Intelligence, Blockchain and Alternative Trading System platforms; * SSC is poised to launch the second phase of its strategic plan in 2018 and expects to introduce a Global Trading Partner Network that enables partners to list and trade financial products both cost effectively and seamlessly across the globe; * The Company relieved its former chief executive officer of his responsibilities and Mr. Robert G. Benya joined the Company as president, chief revenue officer & Board director. Mr. Benya is responsible for leading the Company's US operations with specific focus on revenue generating initiatives. In addition, Mr. Benya is overseeing plans to open a US HQ in NYC in 2018 and is working to supplement the global management team with additional US-based senior executives. Mr. Wu continued, "Given the high level of 2017 strategic plan accomplishments as well as operational and personnel adjustments continually implemented in the midst of all of the forward motion, SSC estimates the Company will generate $280 million in revenue and $35 million in EBITDA in 2018." About Seven Stars Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc. -- http://www.sevenstarscloud.com/-- is an Intelligent Industrial Internet (3I) platform, creating an artificial intelligent & fintech-powered, supply chain solution for commercial enterprises. By utilizing cutting-edge and all-encompassing fintech-powered technologies plus resources such as Artificial Intelligence, Blockchain, Cloud Computing & Data ("ABCD"), Seven Stars Cloud provides efficient, secure and margin-expanding digital supply chain solutions and asset-backed securitization for global industrial energy, commodity, exhibition/trade show & Intellectual Property, clients & markets. The company is headquartered in Tongzhou District, Beijing, China. KPMG Huazhen LLP, in Beijing, China, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Webcast reported a net loss of $27.43 million in 2016 following a net loss of $8.54 million in 2015. As of Sept. 30, 2017, Seven Stars had $71.55 million in total assets, $47.76 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $22.53 million in total equity. SILO NAIL: April 4 Plan and Disclosure Statement Hearing -------------------------------------------------------- Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Silo Nail LLC's small business disclosure statement with respect to its chapter 11 plan dated Feb. 22, 2018. Creditors and other parties in interest must file with the court their ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. April 4, 2018 is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 2:00 p.m. in 4th Floor Courtroom A, 300 North Hogan Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation must be filed and served seven days before the confirmation hearing. About Silo Nail LLC Silo Nail LLC owns and operates a nail salon located at 2219 County Road 220, Suite 314, Middleburg, Florida. It filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-03970) on Nov. 15, 2017, estimating assets and liabilities of less than $500,000. Taylor J. King, Esq., at the Law Offices of Mickler & Mickler, is the Debtor's bankruptcy counsel. SKIP ONE SEAFOOD: Hires Leon A. Williamson as Counsel ----------------------------------------------------- Skip One Seafood, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Office of Leon A. Williamson, Jr., P.A., as counsel to the Debtor. Skip One Seafood requires Leon A. Williamson to: a. take all action necessary to protect and preserve the estate of the Debtor including the prosecution of actions on its behalf, and objecting to claims filed against the Estate, if appropriate; b. prepare, on behalf of the Debtor, applications, answers, orders, reports and papers, required in connection with the administration of the Estate; c. counsel the Debtor with regard to its rights and obligations as Debtor in Possession; d. prepare and file schedules of assets and liability; e. prepare and file a Plan of Reorganization and Disclosure Statement; and f. perform all other necessary legal services in connection with the Chapter 11 case. Leon A. Williamson will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leon A. Williamson, Jr., a partner at the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Leon A. Williamson can be reached at: Leon A. Williamson, Jr. LAW OFFICE OF LEON A. WILLIAMSON, JR. P. A. 306 South Plant Ave., Suite B Tampa, FL 33606 Tel: (813) 253-3109 Fax: (813) 253-3215 E-mail: Leon@LwilliamsonLaw.com About Skip One Seafood Skip One Seafood, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-00874) on Feb. 5, 2018, estimating under $1 million in both assets and liabilities. The Law Office of Leon A. Williamson, Jr., P.A., is the Debtor's counsel. SPECTRUM BRANDS: Moody's Affirms B1 CFR & Revises Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Spectrum Brands, Inc., including the B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating, and changed the outlook to stable from developing. This follows the announcement on Monday that Spectrum and HRG Group reached a definitive merger agreement pursuant to which Spectrum Brands will combine with HRG. As a result, HRG's shareholders will effectively hold HRG's interests in Spectrum Brands directly following the combination. Spectrum Brands expects the transaction to close by June 2018. Following the transaction, National Corporation ("Leucadia"), will hold approximately 13% of the combined company and another 45% of the combined company will be widely held by HRG's legacy stockholders. Spectrum will assume approximately $324 million of HRG's net debt at closing. Under this new ownership structure, Spectrum Brands will be an independent company with a widely distributed shareholder base. "This transaction removes the uncertainty about the company's capital structure and inherent risks that were present with the HRG ownership," said Kevin Cassidy, Senior Credit Officer, at Moody's Investors Service. Ratings affirmed: Spectrum Brands, Inc. Corporate Family Rating at B1; Probability of Default Rating at B1-PD; Senior unsecured notes at B2 (LGD 5); Senior secured credit facility at Ba1 (LGD 2); Speculative grade liquidity rating at SGL-1 RATING RATIONALE The B1 Corporate Family Rating reflects Spectrum's significant size with pro forma revenue over $3 billion, but also its modestly high pro forma leverage. Pro forma debt/EBITDA is currently near 4.5 times, but Moody's expects it to fall below 4.0times in the next 12 -18 months due to debt repayment from internally generated cash and from proceeds Spectrum will receive from the sale of its appliance and battery businesses. Ratings benefit from Spectrum's good product diversification with products ranging from pet supplies and household insect control, residential locksets and automotive care. The rating also reflects the general stability in operating performance and Moody's expectation that credit metrics will continue improving in the near to mid-term, despite modest top line organic growth. The rating is constrained by competition with bigger and better capitalized companies. The stable outlook reflects Moody's view that Spectrum's operating performance will remain good, and that the company will sustain financial leverage, measured as debt/EBITDA, around 4 times. Moody's expects Spectrum's acquisitive nature and shareholder return focus to continue. The outlook also reflects Moody's expectation of significant debt repayment with the proceeds from asset sales. Deterioration in operating performance could result in a downgrade. Additionally, debt/EBITDA sustained over 5 times or single digit EBIT margins could result in a downgrade. Spectrum would need to reduce financial leverage, with debt/EBITDA sustained below 4 times, before Moody's would consider an upgrade. Moody's would also need to obtain greater clarity regarding Spectrum's use of proceeds from assets sales before the rating agency would consider an upgrade. Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. ("Spectrum Brands") is a global consumer product company with a diverse product portfolio. Product segments include lawn and garden, electric shaving and grooming, pet supplies, household insect control, residential locksets, and automotive care. Pro forma revenue approximates $3.4 billion. TD MANUFACTURING: Proposes Plan to Exit Chapter 11 Protection ------------------------------------------------------------- TD Manufacturing LLC filed with the U.S. Bankruptcy Court for the District of Colorado its proposed plan to exit Chapter 11 protection. According to the restructuring plan, creditors holding Class 4 general unsecured claims will share on a pro rata basis monies deposited into an unsecured creditor account. TD Manufacturing will deposit 2% of its gross revenues into the unsecured creditor account every month after the effective date of the plan and for a period of five years. Every time three deposits are made into the account, the balance of the account will be distributed to creditors holding administrative claims. Once these creditors are paid in full, the balance of the account will be distributed to general unsecured creditors. According to the company's disclosure statement, $9,600 will be paid to the unsecured creditor account for the first year of the plan; $10,080 for the second year; $10,584 for the third year; $11,113 for the fourth year; and $11,668 for the fifth year. The overall feasibility of the plan is premised upon the restructuring of TD Manufacturing's debt. The reduction of its secured debt and a restructuring of payment to secured creditors will permit the company to operate profitably. The company's ongoing business operations will provide a means of funding the plan, according to its disclosure statement filed on Feb. 15. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/cob17-14243-156.pdf About TD Manufacturing Based in Greeley, Colorado, TD Manufacturing LLC -- http://www.t-dmanufacturing.com/-- operates a metal manufacturing and powder coating shop that specializes in plasma table cutting, welding, sand blasting, and powder coating. TD Manufacturing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017. In the petition signed by Luke Yockim, manager, the Debtor disclosed $286,671 in assets and $1.40 million in liabilities. The case is assigned to Judge Michael E. Romero. Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the Debtor's bankruptcy counsel. Dickensheet & Associates, Inc. was hired as auctioneer. TERVITA CORP: Moody's Affirms B1 CFR After Proposed Newalta Merger ------------------------------------------------------------------ Moody's Investors Service affirmed Tervita Corporation's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating and B2 senior secured notes rating. The outlook remains stable. On March 1, 2018, Tervita and Newalta Corporation (Newalta, Caa1 rating under review) announced an agreement to combine businesses. Tervita has obtained fully committed bridge financings and other sources of funding to refinance all of Newalta's existing debt, which totaled about C$350 million at December 31, 2017. The transaction is subject to shareholder and regulatory approval and is expected to close by mid-2018. "The affirmation of Tervita's ratings following the announced merger with Newalta reflects the increased size and scale that is offset by an increase in debt that results in 2019 leverage being higher than previously expected," said Paresh Chair Moody's AVP-Analyst. Outlook Actions: Issuer: Tervita Corporation -- Outlook, Remains Stable Affirmations: Issuer: Tervita Corporation -- Probability of Default Rating, Affirmed B1-PD -- Corporate Family Rating, Affirmed B1 -- Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD4) RATINGS RATIONALE Tervita's B1 CFR is supported by its competitive advantage and barrier-to-entry of its landfill and Transfer, Remediation & Disposal (TRD) facilities, its extensive network of fixed facility waste management sites across the Western Canadian Sedimentary Basin (WCSB), significant portion of EBITDA that is tied to production and contracts, and good liquidity and expected positive free cash flow in 2018. The rating is constrained by its exposure to volatile drilling and completion activity, concentration in the TRD and landfill business with little EBITDA coming from other segments, its concentration in Western Canada, and adequate expected debt to EBITDA excluding synergies in 2018 (4.2x) assuming 6 months of combined entity that will improve towards 3.5x in 2019 due to a full year benefit of Newalta. Tervita's liquidity is good. At September 30, 2017, Tervita had C$129 million of cash and C$121 million available (after C$79 million in letters of credit) under its C$200 million secured revolving credit facility, due December 2019. Moody's expect positive free cash flow in 2018. Moody's expect Tervita will maintain compliance with all three of its financial covenants. Alternative sources of liquidity are limited as all assets are largely pledged to the secured lenders. In accordance with Moody's Loss Given Default (LGD) Methodology, the suggested rating for the US$360 million senior second lien notes is B1, reflecting the amount of priority ranking secured debt in the form of the C$200 million revolving credit facility and very modest loss absorption cushion provided by trade payables and lease rejection claims. However,Moody's views the B2 rating on the senior secured notes as more appropriate due to the very modest cushion the cyclically moving trade payables provide. The rating outlook is stable because Moody's expect leverage to remain in-line for the rating through 2019 despite the increase in leverage from the Newalta merger. The ratings could be upgraded if debt to EBITDA is below 2.5x (LTM Sept 30-2017 3.7x) and EBITDA to interest is above 4x (LTM Sept 30-2017 2.7x), which are strong metrics that will offset Tervita's small size and its business concentration. The ratings could be downgraded if debt to EBITDA is above 4.5x (LTM Sept 30-2017 3.7x) or EBITDA to interest is below 3x (LTM Sept 30-2017 2.7x). Tervita, based in Calgary, Alberta, is an privately-owned oilfield services company that largely focuses on providing waste treatment and disposal solutions to oil & gas producers in Western Canada. TERVITA CORP: S&P Puts 'B' CCR on Watch Pos. Amid Newalta Merger ---------------------------------------------------------------- S&P Global Ratings said it placed its 'B' long-term corporate credit rating and senior unsecured debt rating on Tervita Corp. on CreditWatch with positive implications. The '3' recovery rating on the company's senior unsecured debt is unchanged, and reflects S&P's expectation of meaningful (50%-70%) recovery in a default scenario. The CreditWatch placement follows Tervita's announcement that the company plans to merge with Newalta Corp. As part of the transaction, Tervita will assume Newalta's debt, and Newalta shareholders will get approximately 11% of the new combined entity's total shares. Tervita plans to repay Newalta's existing debt with the fully committed bridge financing, as well as other available funding sources, until a long-term financing structure is in place. S&P expects the transaction to close by the end of second-quarter 2018, subject to shareholder approval and customary closing conditions, including receipt of regulatory approval. S&P said, "We expect to resolve the CreditWatch placement once the transaction closes, which we expect by the end of second-quarter 2018, and we assess Tervita's pro forma capital structure and credit measures. We expect any upgrade would be limited to one notch. Should the transaction not be completed, we will reassess Tervita's credit profile." TITAN ENERGY: Appoints Christopher Walker as COO ------------------------------------------------ Titan Energy, LLC, and its subsidiaries announced the appointment of Christopher Walker as chief operating officer of Titan, which will take effect as of March 9th. Mr. Walker has served as vice president of operations since February 2016. Mr. Walker also served in senior operations leadership positions at Titan's predecessor since July 2012. While at Titan and its predecessor, Mr. Walker has worked on almost all of the Company's former and current operated and non-operated asset positions, including the Eagle Ford Shale, Fort Worth Basin, Utica Shale, Coalbed Methane, and Mississippi Lime. Prior to joining Titan, Mr. Walker held field engineer and district technical supervisor positions with BJ Services/Baker Hughes from 2007 to 2012, specializing in hydraulic fracturing design and execution. Mr. Walker graduated from Texas A&M University with a BS in Agricultural Engineering. Daniel Herz, chief executive officer of Titan, stated, "We are very excited to welcome Chris into his new position, where he will lead our operating and technical team. Chris's thorough understanding of our operating areas, strong leadership, and technical experience will continue to be a significant asset for our Company." Mark Schumacher, currently president and head of operations for Titan, will leave his positions effective March 9, 2018 to pursue other business activities. Daniel Herz added, "I would also like to thank Mark for his tremendous contributions during his tenure here at Titan. All of Mark's efforts helped shepherd Titan through the challenges of the commodity price downturn and we wish him much success in his future endeavors." Mark Schumacher stated, "I am happy to transition the Chief Operating Officer role to Chris, who is someone that I have had the pleasure of working alongside for many years at Titan. Chris will continue to be an invaluable leader within the organization. I would like to thank Titan management and all of the employees for the opportunity to work together over the last six years." About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC is an independent developer and producer of natural gas, crude oil and NGLs, with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invest, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. Titan Energy is the Successor to the business and operations of ARP, a Delaware limited partnership organized in 2012. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.43 million. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities and a $61,000 total members' deficit. TIVO CORP: Strategic Alternatives No Impact on Moody's Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service said that TiVo Corporation's ("TiVo", Ba3 stable) February 27 announcement that its board of directors and management team are exploring strategic alternatives has no immediate impact on the company's ratings or outlook. TiVo Corporation's products and services enable content discovery and advertising in the entertainment technology industry. The Company has a leading patent portfolio covering aspects of content discovery, digital video recording ("DVR") and video-on- demand ("VOD") functionality, multi-screen functionality, as well as interactive applications and advertising, which are used in deploying Interactive Program Guides ("IPG") and DVRs. TiVo generated $826.5 million in revenue in 2017. VILLAGE VENTURE: Hires Neil Denman as Accountant ------------------------------------------------ Village Venture Realty, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern and Western District of Arkansas to employ Neil Denman, CPA, as accountant to the Debtor. Village Venture requires Neil Denman to: a. give the Debtor accounting and tax advice with respect to its position and duties as Debtor in Possession in the operation of its business and management of its finances; b. prepare on behalf of Debtor, all necessary financial reports, monthly operating reports, quarterly summary reports, reconciliation, tax returns, and any other reports, compilations or documents relating thereto and to appear before this Court and any other court in reference thereto; and c. perform all other accounting and tax services for Debtor that may be necessary. Neil Denman will be paid at the hourly rate of $135. Neil Denman will also be reimbursed for reasonable out-of-pocket expenses incurred. Neil Denman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Neil Denman can be reached at: Neil Denman 310 Natural Resources Drive Little Rock, AR 72205 Tel: (501) 229-8806 About Village Venture Realty Village Venture Realty, Inc., doing business as Village Ventures Realty, Inc., and ERA Equity Group, is a privately held real estate company based in Hot Springs Village, Arizona. Village Venture lists and sells properties of other people and buys properties for subdivisions, building out roads, utilities, and other infrastructure. The company also entered into the business of financing home sales in its subdivisions. The Company previously sought bankruptcy protection on Feb. 8, 2016 (Bankr. W.D. Ark. Case No. 16-72187) and on Sept. 14, 2016 (Bankr. W.D. Ark. Case No. 16-70284). Village Venture again sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 17-73221) on Dec. 28, 2017. In the petition signed by Gary Coleman, ites president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jennifer M. Lancaster, Esq., at Lancaster Law Firm, serves as bankruptcy counsel to the Debtor. ABC Law Center is the co-counsel. W. W. CONSTRUCTION: Taps Vanden Bos & Chapman, LLP as Attorney -------------------------------------------------------------- W. W. Construction, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to hire Vanden Bos & Chapman, LLP, as its attorney. The professional services that VBC is to render are: (a) give the Debtor legal advice with respect to Debtor's powers and duties as debtor-in-possession in the operation of Debtor's business; (b) institute such adversary proceedings as are necessary in the case; (c) represent the Debtor generally in the proceedings and to propose on behalf of Debtor as debtor-in-possession necessary applications, answers, orders, reports and other legal papers; and (d) perform all other legal services for the debtor-in-possession or to employ an attorney for such professional services. The current hourly rates of VBC are: Robert J Vanden Bos, Managing Partner $520 Ann K. Chapman, Partner $450 Douglas Ricks, Partner $395 Christopher Coyle, Partner $375 Certified Bankruptcy Assistants $250 Legal Assistants $130 Douglas R. Ricks assures the Court that VBC has no connection with the creditors or any other adverse party or its attorneys, and VBC represents no interest adverse to the Debtor as debtor-in-possession or to the estate in the matters upon which VBC is to be engaged. The counsel can be reached through: Douglas R. Ricks, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Ste. 520 Portland, OR 97204 Tel: 503-241-4861 Fax: 503-241-3731 E-mail: vbcservicedougr@yahoo.com About W. W. Construction W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth Wheeler, managing member, the Debtor estimated $1 million to $10 million both in assets and liabilities. The case is assigned to Judge David W Hercher. Douglas R. Ricks, Esq. at Vanden Bos & Chapman, LLP, is the Debtor's counsel. WESTAMPTON COURTS: Disclosure Statement Hearing Set for March 20 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on March 20, at 2:00 p.m., to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan of reorganization for Westampton Courts Condominium One Association. The hearing will take place at Courtroom 3. Objections must be filed no later than seven days prior to the hearing. About Westampton Courts Condominium One Association Westampton Courts Condominium One Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-30543) on Oct. 10, 2017, listing under $1 million in both assets and liabilities. The Debtor hired Allen I. Gorski, Esq., at Gorski & Knowlton PC, as attorney, and McGovern Legal Services, as special counsel. WILLIAMS SEAFOOD: Disclosure Statement Hearing Set for March 29 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia is set to hold a hearing on March 29, at 10:00 a.m., to consider approval of 3 Sea Sons, LLC's disclosure statement, which explains its proposed Chapter 11 plan of reorganization for Williams Seafood Restaurant, Inc. The hearing will take place at the U.S. Courthouse, Bankruptcy Courtroom 228. Objections to the disclosure statement are due by March 23. About Williams Seafood Restaurant Headquartered in Savannah, Georgia, Williams Seafood Restaurant, Inc. filed for Chapter 11 protection (Bankr. S.D. Ga. Case No. 17-40819) on June 2, 2017, listing its estimated assets at $1 million to $10 million and estimated liabilities at $500,000 to $1 million. The petition was signed by Carol Williams Schwalbe, president. WORLD ACCEPTANCE: S&P Affirms 'B+' ICR, Outlook Still Negative -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on World Acceptance Corp. The outlook remains negative. Rationale S&P's rating on World Acceptance reflects the company's exposure to regulatory and operational risks, as well as its concentrated funding. The company's low leverage and strong cash flow generation partially offset some of these weaknesses. Outlook The negative outlook reflects the company's near-term refinancing risk and regulatory risks related to the investigation into potential violations of the FCPA. Further, S&P has some uncertainty regarding future charge-offs and delinquent loans, specifically in the company's Mexico operations. Downside scenario S&P said, "We could lower our rating within the next 12 months if the company's charge-offs increase beyond 16% on a sustained basis, or if it has difficulty renewing its credit facility on acceptable terms. We may also lower our rating on World Acceptance if leverage increases to more than 1.5x, or if regulatory, legislative, or operational obstacles cause a further decline in financial or operational performance over the next 12 months." Upside scenario An upgrade is unlikely over the next 12 months. However, S&P could revise the outlook to stable if the company is able to improve its operating performance while finding long-term replacements for management roles and is able to renew or diversify its funding facilities at favorable terms. Successful resolution of the investigation into potential violations of the FCPA could also support a stable outlook. Ratings Score Snapshot Issuer Credit Rating B+/Negative/-- SACP b+ Anchor bb+ Entity Specific Anchor adjustments 0 Business Position Moderate (-1) Capital, Leverage, and Earnings Very Strong (+2) Risk Position Weak (-2) Funding And Liquidity Moderate and Adequate (-1) Comparable Ratings Adjustment -1 External Influence 0 Government Influence 0 Group Influence 0 Rating Above The Sovereign 0 YOSKAR LIQUORS: Wants Plan Filing Deadline Moved to May 29 ---------------------------------------------------------- Yoskar Liquors, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey to extend until May 29, 2018, the exclusive period during which only the Debtor can file a plan of reorganization. A hearing on the Debtor's request is set for March 27, 2018, at 11:00 a.m. The Debtor's exclusive right to file a plan was set for Nov. 30, 2017. The Court has previously entered an court order on Nov. 29, 2017, extending the Debtor's exclusivity period through Feb. 28, 2018. The Debtor has now retained new attorneys who need additional time to prepare and file a Plan of Reorganization. Copies of the notice and certification in support of the notice of the Debtor's request for exclusivity extension are available at: http://bankrupt.com/misc/njb17-12196-61.pdf http://bankrupt.com/misc/njb17-12196-61-1.pdf About Yoskar Liquors Yoskar Liquors, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 17-12196) on Feb. 3, 2017. In the petition signed by Luisa Rodriguez, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Leonard S. Singer, Esq., at Zazella & Singer, Esqs., serves as the Debtor's bankruptcy counsel. Z-1 MANAGEMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Z-1 Management, LLC P.O. Box 22188 Memphis, TN 38122 Business Description: Z-1 Management, LLC is a privately held company whose principal assets are located at 3035 Directors Row Memphis, Tennessee. Chapter 11 Petition Date: March 2, 2018 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Hon. Paulette J. Delk Debtor's Counsel: Russell W. Savory, Esq. BEARD & SAVORY, PLLC 119 South Main Street, Suite 500 Memphis, TN 38103 Tel: (901) 523-1110 E-mail: russ@bsavory.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence Migliara, Jr., member. The Debtor did not file a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tnwb18-21898.pdf [] Alan Friedman Joins Shulman Hodges' Chapter 11 Practice ---------------------------------------------------------- Shulman Hodges & Bastian LLP has brought tremendous depth and experience to its Chapter 11 practice with the addition of its new partner, Alan Friedman. Mr. Friedman was formerly a partner with Irell & Manella and most recently with Lobel Weiland Golden Friedman LLP. James Bastian, head of SHB's insolvency practice group, noted, "We had the desire and opportunity to bring a highly valued attorney to our practice group and in Alan Friedman, we have added 30-plus years of experience in high-end Chapter 11 cases. Many experts believe Chapter 11 filings might be on the increase in the coming years and with Alan on our team, we will be well-positioned to assist clients in need of creative, but cost-effective help." Leonard Shulman, managing partner of SHB, added, "We view the Chapter 11 area as a growth area for our firm and by adding Alan Friedman, we believe there are few insolvency departments in southern California that can match our level of experience, talent and competitive rates." Shulman Hodges & Bastian LLP -- http://www.shbllp.com/-- is a full-service business law firm founded in 1992 with offices in Irvine and Riverside. [] Retailer Bankruptcy Filings Expected to Continue in 2018 ----------------------------------------------------------- Retailer bankruptcy filings in 2017 approached numbers not seen since the Great Recession -- a trend that will continue for the rest of this year and likely into 2019 as well, writes Michael McGrail, Chief Operating Officer of Tiger Group, in a column for ABL Advisor, an online publication serving the asset-based lending community. While some analysts predict either a slowdown in bankruptcies and store closures or even an outright reversal of fortunes for retailers this year, Mr. McGrail cites strong headwinds facing U.S. department stores, mall-based specialty retailers and smaller furniture chains, among others. "The safest bet, as we see it, is that today's generally positive economic trends will not be enough to save many of the decades-old chains that are nearing the end of their lifecycles," observes Mr. McGrail, a veteran of the ABL sector. All told, at least 21 major retailers filed for bankruptcy protection last year. Working alone or with partners, Tiger Group ran liquidation sales for Gander Mountain, Gordmans, RadioShack, MC Sports, Vanity, Sears Canada and hhgregg, to name a few. As McGrail notes in the column, the firm also entered into multiple private deals involving undisclosed retailers, virtually all of which were household names. Meanwhile, the list of high-profile bankruptcies in 2017 also includes the likes of Limited, Wet Seal, Eastern Outfitters, BCBG Max Azria, Rue21, True Religion, Perfumania, Vitamin World and Aerosoles. In the Feb. 21 column ("Retail Bankruptcies -- Will the Shakeout Persist?"), Mr. McGrail writes that most of the bigger transactions in 2017 involved companies that were massively overleveraged -- a situation facing many other retail chains in today's market. "When you are unable to cover your interest and bond payments," he writes, "your demise will be dictated by financing. Of course, if the Federal Reserve raises interest rates to more 'normal' levels this year, a possibility that at the time of this writing had begun to roil the stock market, the move would further increase the likelihood of overleveraged chains needing to restructure." He also points to the weakened state of many retail operators today. Traditional chains face stiff competition from the likes of Amazon.com and Walmart.com, but they are also paying the price for aggressive expansion strategies executed in years past, Mr. McGrail says. "While the bulk of retailer expansion occurred prior to 2008, a few retailers have selectively opened new stores as the economy gradually recovered," he writes. "However, expansion stores in new markets typically need time to achieve local recognition and community goodwill before turning a profit. Given the ongoing contraction of sales in U.S. brick-and-mortar retailing, the generally lower profits at such expansion stores are now a liability for those chains that chose to grow." Meanwhile, changes in consumer spending patterns are visible on a number of fronts. Mr. McGrail notes that national retailers used to sign leases running anywhere from 10 to 20 years. Today, some of these chains are asking for short-term leases with five-year renewal options, he relates. The shift in spending can also be seen in the lower recovery values on liquidations in certain retail segments. "In furniture, hanging a going-out-of-business sign no longer results in the same level of traffic and sales it once did," Mr. McGrail writes. "The same is true of GOBs for mall-based retail stores due to less foot traffic. Smartphone-addicted tweens, once the prime sales target, now barely acknowledge the existence of malls. As a result, U.S. mall traffic decreased 5.5% year-over-year in 2017 alone. Additionally, per-store inventory levels are relatively small in mall-based chains, which puts significant constraints on the advertising spend during a liquidation. Historically, what worked was to simply rely on the existing traffic at the mall to propel the GOB. As this traffic wanes, recoveries for mall-based stores decrease in kind." In U.S. retailing, there are certainly some positive stories, he says. Many chains have made significant progress in adapting to the new normal by shedding underperforming stores, ramping up omni-channel capabilities, adding food, shrinking store prototypes, signing store-in-store deals and the like. Bearing this in mind, one could argue that we're experiencing a normal evolution and that the term "retail apocalypse" is a hyperbolic cliche, Mr. McGrail writes. "Nonetheless," he concludes, "the unfortunate reality is that brick-and-mortar stores are clearly in the midst of an ongoing shakeout. Irrespective of economic conditions, the ABL sector can count on a continued, dramatic transformation of the retail industry." [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE OU1 GR 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT CN 92.3 (56.6) (34.0) ABSOLUTE SOFTWRE ABT2EUR EU 92.3 (56.6) (34.0) AGENUS INC AJ81 GR 149.3 (51.6) 29.9 AGENUS INC AGEN US 149.3 (51.6) 29.9 AGENUS INC AJ81 TH 149.3 (51.6) 29.9 AGENUS INC AGENEUR EU 149.3 (51.6) 29.9 AGENUS INC AJ81 QT 149.3 (51.6) 29.9 AGENUS INC AGENUSD EU 149.3 (51.6) 29.9 ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GZ 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYRIS INC AMRS US 138.6 (190.4) (5.7) AMYRIS INC 3A01 TH 138.6 (190.4) (5.7) AMYRIS INC 3A01 GR 138.6 (190.4) (5.7) AMYRIS INC 3A01 QT 138.6 (190.4) (5.7) AMYRIS INC AMRSEUR EU 138.6 (190.4) (5.7) AMYRIS INC AMRSUSD EU 138.6 (190.4) (5.7) APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0) ARSANIS INC ASNS US 7.6 (16.7) (6.3) ASPEN TECHNOLOGY AZPN US 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST GR 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST TH 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNEUR EU 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AST QT 195.8 (274.5) (341.7) ASPEN TECHNOLOGY AZPNUSD EU 195.8 (274.5) (341.7) ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4) AUTOZONE INC AZO US 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 TH 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 GR 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOEUR EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 QT 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOUSD EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC 0HJL LN 9,397.1 (1,525.1) (350.4) AVID TECHNOLOGY AVID US 225.3 (270.4) (78.0) AVID TECHNOLOGY AVD GR 225.3 (270.4) (78.0) AXIM BIOTECHNOLO AXIM US 3.3 (4.9) (3.5) BENEFITFOCUS INC BNFT US 171.2 (37.0) 7.0 BENEFITFOCUS INC BTF GR 171.2 (37.0) 7.0 BIOHAVEN PHARMAC BHVN US 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN GR 184.7 156.2 157.4 BIOHAVEN PHARMAC BHVNEUR EU 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN TH 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN QT 184.7 156.2 157.4 BLACKSTAR ENTERP BEGI US 6.3 (4.7) (5.2) BLUE BIRD CORP BLBD US 248.8 (65.3) 11.2 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOKU INC BOKU LN - - - BOKU INC BOKUGBX EU - - - BOMBARDIER INC-A BBD/A CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-A BDRAF US 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBD/B CN 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BDRBF US 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B BBDBN MM 25,006.0 (3,732.0) 1,837.0 BOMBARDIER INC-B 0QZP LN 25,006.0 (3,732.0) 1,837.0 BRINKER INTL EAT US 1,400.5 (552.9) (257.4) BRINKER INTL BKJ GR 1,400.5 (552.9) (257.4) BRINKER INTL BKJ QT 1,400.5 (552.9) (257.4) BRINKER INTL EAT2EUR EU 1,400.5 (552.9) (257.4) BROOKFIELD REAL BRE CN 95.0 (31.1) 3.0 BRP INC/CA-SUB V DOO CN 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V B15A GR 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V BRPIF US 2,575.8 (98.6) 91.1 BUFFALO COAL COR BUC SJ 49.8 (22.9) (20.1) BURLINGTON STORE BURL US 2,843.4 (110.5) 22.8 BURLINGTON STORE BUI GR 2,843.4 (110.5) 22.8 BURLINGTON STORE BURL* MM 2,843.4 (110.5) 22.8 BURLINGTON STORE BURLEUR EU 2,843.4 (110.5) 22.8 BURLINGTON STORE BURLUSD EU 2,843.4 (110.5) 22.8 CADIZ INC CDZI US 68.9 (76.3) 7.6 CADIZ INC 2ZC GR 68.9 (76.3) 7.6 CADIZ INC 0HS4 LN 68.9 (76.3) 7.6 CAESARS ENTERTAI CZR US 14,353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI C08 GR 14,353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI CZREUR EU 14,353.0 (3,815.0) (5,099.0) CALIFORNIA RESOU CRC US 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CLB GR 6,207.0 (720.0) (249.0) CALIFORNIA RESOU CRCEUR EU 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CL TH 6,207.0 (720.0) (249.0) CALIFORNIA RESOU 1CLB QT 6,207.0 (720.0) (249.0) CALIFORNIA RESOU CRCUSD EU 6,207.0 (720.0) (249.0) CAMBIUM LEARNING ABCD US 155.0 (45.0) (55.0) CARDLYTICS INC CDLX US 93.4 (9.2) 38.0 CARDLYTICS INC CYX TH 93.4 (9.2) 38.0 CARDLYTICS INC CDLXEUR EU 93.4 (9.2) 38.0 CARDLYTICS INC CYX QT 93.4 (9.2) 38.0 CAREDX INC CDNA US 75.1 (0.2) (14.0) CASELLA WASTE WA3 GR 614.9 (37.9) (4.2) CASELLA WASTE CWST US 614.9 (37.9) (4.2) CASELLA WASTE WA3 TH 614.9 (37.9) (4.2) CASELLA WASTE CWSTEUR EU 614.9 (37.9) (4.2) CASELLA WASTE CWSTUSD EU 614.9 (37.9) (4.2) CDK GLOBAL INC CDK US 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G TH 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDKEUR EU 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G GR 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDKUSD EU 2,690.0 (188.0) 514.1 CDK GLOBAL INC C2G QT 2,690.0 (188.0) 514.1 CDK GLOBAL INC 0HQR LN 2,690.0 (188.0) 514.1 CHESAPEAKE ENERG CHK* MM 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG CHKUSD EU 12,425.0 (372.0) (831.0) CHOICE HOTELS CZH GR 927.6 (212.1) 108.4 CHOICE HOTELS CHH US 927.6 (212.1) 108.4 CINCINNATI BELL CBB US 2,162.4 (143.1) 353.1 CINCINNATI BELL CIB1 GR 2,162.4 (143.1) 353.1 CINCINNATI BELL CBBEUR EU 2,162.4 (143.1) 353.1 CLEAR CHANNEL-A C7C GR 5,580.5 (1,284.2) 337.6 CLEAR CHANNEL-A CCO US 5,580.5 (1,284.2) 337.6 CLEVELAND-CLIFFS CVA GR 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA TH 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF US 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF* MM 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA QT 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF2EUR EU 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CVA GZ 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS CLF2 EU 2,953.4 (444.1) 1,092.4 CLEVELAND-CLIFFS 0I0H LN 2,953.4 (444.1) 1,092.4 COCONNECT INC CCON US 0.0 (0.1) (0.1) COGENT COMMUNICA CCOI US 710.6 (102.5) 231.6 COGENT COMMUNICA OGM1 GR 710.6 (102.5) 231.6 COMMUNITY HEALTH CYH US 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 GR 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 TH 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CG5 QT 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CYH1EUR EU 17,450.0 (165.0) 1,712.0 COMMUNITY HEALTH CYH1USD EU 17,450.0 (165.0) 1,712.0 CONSUMER CAPITAL CCGN US 5.2 (2.5) (2.6) DELEK LOGISTICS DKL US 443.5 (29.2) 18.7 DELEK LOGISTICS D6L GR 443.5 (29.2) 18.7 DENNY'S CORP DE8 GR 323.8 (97.4) (53.6) DENNY'S CORP DENN US 323.8 (97.4) (53.6) DEX MEDIA INC DMDA US 1,419.0 (1,284.0) (1,999.0) DINE BRANDS GLOB DIN US 1,750.2 (146.7) 99.9 DINE BRANDS GLOB IHP GR 1,750.2 (146.7) 99.9 DOLLARAMA INC DOL CN 1,948.8 (15.3) 363.2 DOLLARAMA INC DLMAF US 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 GR 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 GZ 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLEUR EU 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 TH 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 QT 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLCAD EU 1,948.8 (15.3) 363.2 DOMINO'S PIZZA EZV TH 836.8 (2,735.4) 181.5 DOMINO'S PIZZA EZV GR 836.8 (2,735.4) 181.5 DOMINO'S PIZZA DPZ US 836.8 (2,735.4) 181.5 DOMINO'S PIZZA EZV QT 836.8 (2,735.4) 181.5 DOMINO'S PIZZA DPZEUR EU 836.8 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(1,732.8) 482.5 MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5 MIRAGEN THERAPEU MGEN US 47.1 39.0 39.9 MIRAGEN THERAPEU 0K1R LN 47.1 39.0 39.9 MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N QT 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N TH 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIEUR EU 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIUSD EU 4,546.1 (184.0) (66.1) MOODY'S CORP DUT GR 8,594.2 (114.9) 517.3 MOODY'S CORP MCO US 8,594.2 (114.9) 517.3 MOODY'S CORP DUT TH 8,594.2 (114.9) 517.3 MOODY'S CORP DUT QT 8,594.2 (114.9) 517.3 MOODY'S CORP MCOEUR EU 8,594.2 (114.9) 517.3 MOODY'S CORP MCO* MM 8,594.2 (114.9) 517.3 MOODY'S CORP DUT GZ 8,594.2 (114.9) 517.3 MOODY'S CORP MCOUSD EU 8,594.2 (114.9) 517.3 MOODY'S CORP 0K36 LN 8,594.2 (114.9) 517.3 MOSAIC A-CLASS A MOSC US 0.6 (0.0) (0.0) MOSAIC ACQUISITI MOSC/U US 0.6 (0.0) (0.0) MOTOROLA SOLUTIO MTLA GR 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA TH 8,208.0 (1,727.0) 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219.2 ROSETTA STONE IN RST US 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 TH 196.8 (1.4) (58.1) ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1) ROSETTA STONE IN RST1USD EU 196.8 (1.4) (58.1) RR DONNELLEY & S DLLN GR 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRD US 3,904.5 (202.9) 663.9 RR DONNELLEY & S DLLN TH 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDEUR EU 3,904.5 (202.9) 663.9 RR DONNELLEY & S RRDUSD EU 3,904.5 (202.9) 663.9 RYERSON HOLDING RYI US 1,817.3 (14.4) 731.7 RYERSON HOLDING 7RY GR 1,817.3 (14.4) 731.7 SALLY BEAUTY HOL SBH US 2,113.3 (342.6) 573.7 SALLY BEAUTY HOL S7V GR 2,113.3 (342.6) 573.7 SANCHEZ ENERGY C SN US 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SN* MM 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SNUSD EU 2,470.6 (41.6) (111.7) SBA COMM CORP 4SB GR 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBAC US 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBJ TH 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACEUR EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 4SB GZ 7,320.2 (2,599.1) (19.4) SBA COMM CORP SBACUSD EU 7,320.2 (2,599.1) (19.4) SBA COMM CORP 0KYZ LN 7,320.2 (2,599.1) (19.4) SCIENTIFIC GAMES SGMS US 7,725.3 (2,027.0) 1,136.6 SCIENTIFIC GAMES TJW GR 7,725.3 (2,027.0) 1,136.6 SHELL MIDSTREAM SHLX US 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M GR 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M TH 1,366.5 (565.9) 148.7 SHELL MIDSTREAM 49M QT 1,366.5 (565.9) 148.7 SHELL MIDSTREAM SHLXUSD EU 1,366.5 (565.9) 148.7 SIGA TECH INC SIGA US 148.7 (312.8) 27.9 SIRIUS XM HOLDIN SIRI US 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO TH 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GR 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO QT 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIEUR EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN RDO GZ 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRI AV 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN SIRIUSD EU 8,329.4 (1,523.9) (2,350.6) SIRIUS XM HOLDIN 0L6Z LN 8,329.4 (1,523.9) (2,350.6) SIX FLAGS ENTERT SIX US 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT 6FE GR 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXEUR EU 2,456.7 (10.7) (76.8) SIX FLAGS ENTERT SIXUSD EU 2,456.7 (10.7) (76.8) SOLARWINDOW TECH WNDW US 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDWUSD EU 3.0 (0.9) 2.6 SONIC CORP SONC US 552.9 (237.3) 38.7 SONIC CORP SO4 GR 552.9 (237.3) 38.7 SONIC CORP SONCEUR EU 552.9 (237.3) 38.7 SONIC CORP SO4 TH 552.9 (237.3) 38.7 STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5) STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5) SYNTEL INC SYNT US 483.7 (12.9) 157.2 SYNTEL INC SYE GR 483.7 (12.9) 157.2 SYNTEL INC SYE TH 483.7 (12.9) 157.2 SYNTEL INC SYE QT 483.7 (12.9) 157.2 SYNTEL INC SYNT1EUR EU 483.7 (12.9) 157.2 SYNTEL INC SYNT* MM 483.7 (12.9) 157.2 SYNTEL INC SYNT1USD EU 483.7 (12.9) 157.2 TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6 TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRDEUR EU 2,111.3 (15.0) 735.6 TANDEM DIABETES TNDM US 95.3 (29.1) 28.1 TANDEM DIABETES TNDMUSD EU 95.3 (29.1) 28.1 TAUBMAN CENTERS TU8 GR 4,214.6 (142.5) - TAUBMAN CENTERS TCO US 4,214.6 (142.5) - TAUBMAN CENTERS 0LDD LN 4,214.6 (142.5) - TINTRI INC TNTR US 100.9 (68.4) 3.5 TINTRI INC 0LFL LN 100.9 (68.4) 3.5 TOWN SPORTS INTE CLUB US 236.7 (78.0) 5.4 TRANSDIGM GROUP T7D GR 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDG US 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D QT 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGEUR EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP T7D TH 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP TDGUSD EU 10,112.1 (2,599.7) 1,447.9 TRANSDIGM GROUP 0REK LN 10,112.1 (2,599.7) 1,447.9 TUPPERWARE BRAND TUP US 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GR 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP QT 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP GZ 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP TH 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1EUR EU 1,388.0 (119.4) (28.3) TUPPERWARE BRAND TUP1USD EU 1,388.0 (119.4) (28.3) ULTRA PETROLEUM UPL US 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 GR 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 TH 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPL1USD EU 1,862.1 (1,257.8) (157.3) UNISYS CORP UIS EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISCHF EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UISEUR EU 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS US 2,542.7 (1,325.7) 418.6 UNISYS CORP UIS1 SW 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 TH 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GR 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 GZ 2,542.7 (1,325.7) 418.6 UNISYS CORP USY1 QT 2,542.7 (1,325.7) 418.6 UNITI GROUP INC UNIT US 4,330.1 (1,123.6) - UNITI GROUP INC 8XC GR 4,330.1 (1,123.6) - UNITI GROUP INC 0LJB LN 4,330.1 (1,123.6) - VALVOLINE INC VVV US 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 GR 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 TH 1,827.0 (194.0) 367.0 VALVOLINE INC VVVEUR EU 1,827.0 (194.0) 367.0 VALVOLINE INC 0V4 QT 1,827.0 (194.0) 367.0 VECTOR GROUP LTD VGR GR 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR US 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGR QT 1,328.3 (331.8) 409.1 VECTOR GROUP LTD VGREUR EU 1,328.3 (331.8) 409.1 VERISIGN INC VRS TH 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GR 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN US 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS QT 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNEUR EU 2,941.2 (1,260.3) 885.6 VERISIGN INC VRS GZ 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSN* MM 2,941.2 (1,260.3) 885.6 VERISIGN INC VRSNUSD EU 2,941.2 (1,260.3) 885.6 VIEWRAY INC VRAY US 88.1 (26.6) 27.9 VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9 VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9 VTV THERAPEUTI-A VTVT US 27.9 (19.6) (6.6) W&T OFFSHORE INC WTI US 907.6 (573.5) 22.4 W&T OFFSHORE INC UWV GR 907.6 (573.5) 22.4 W&T OFFSHORE INC WTI1EUR EU 907.6 (573.5) 22.4 WAYFAIR INC- A W US 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF GR 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF TH 1,213.4 (48.3) 77.1 WAYFAIR INC- A WEUR EU 1,213.4 (48.3) 77.1 WAYFAIR INC- A 1WF QT 1,213.4 (48.3) 77.1 WAYFAIR INC- A WUSD EU 1,213.4 (48.3) 77.1 WEIGHT WATCHERS WTW US 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GR 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 QT 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 TH 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWEUR EU 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 GZ 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWUSD EU 1,246.0 (1,011.5) (134.0) WESTERN UNION WU US 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GR 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U TH 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U QT 9,231.4 (491.4) (1,132.3) WESTERN UNION WUEUR EU 9,231.4 (491.4) (1,132.3) WESTERN UNION W3U GZ 9,231.4 (491.4) (1,132.3) WESTERN UNION WUUSD EU 9,231.4 (491.4) (1,132.3) WESTERN UNION 0LVJ LN 9,231.4 (491.4) (1,132.3) WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7) WINGSTOP INC WING US 119.8 (48.3) (3.0) WINGSTOP INC EWG GR 119.8 (48.3) (3.0) WINGSTOP INC WING1EUR EU 119.8 (48.3) (3.0) WINMARK CORP WINA US 48.4 (30.7) 11.9 WINMARK CORP GBZ GR 48.4 (30.7) 11.9 WORKIVA INC WK US 157.7 (16.9) (14.0) WORKIVA INC 0WKA GR 157.7 (16.9) (14.0) WORKIVA INC WKEUR EU 157.7 (16.9) (14.0) YELLOW PAGES LTD Y CN 529.9 (218.8) 35.1 YELLOW PAGES LTD YLWDF US 529.9 (218.8) 35.1 YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GR 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR TH 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR QT 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMEUR EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMCHF EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUM SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GZ 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC 0QYD LN 5,311.0 (6,334.0) 995.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***