/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180320.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 20, 2018, Vol. 22, No. 78 Headlines 1362 OAK STREET: Exit Plan to Pay Unsecured Creditors in Full 23 FARMS: Court Conditionally Approves Disclosure Statement 74 GRAND ST. EQUITIES: Creditors to be Paid from Sale of NY Asset 74 GRAND ST. EQUITIES: Taps Meridian Capital as Broker A & K ENERGY: Plan Outline Okayed, Plan Hearing on May 17 A GRACE PLACE: Case Summary & 20 Largest Unsecured Creditors A GRACE PLACE: Senior Care Provider Seeks Ch. 11, to Close in April ABERCROMBIE & FITCH: Moody's Ups CFR to Ba3; Keeps Outlook Stable ADIRONDACK AUTO: Plan Confirmation Hearing Set for May 16 ADVANCED MICRO: S&P Raises CCR & Sr. Unsec. Debt Rating to 'B' AECOM: Moody's Affirms Ba2 CFR & Rates New $2.4BB Secured Loans Ba1 AES CORP: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable ALL STAR MEDICAL: Plan Outline Okayed, Plan Hearing on April 10 AMERICAN GREETINGS: S&P Cuts CCR to 'B', Off CreditWatch Negative APM LLC: U.S. Trustee Unable to Appoint Committee AUGUSTUS ENERGY: Selling Assets to OWN in $14.2M Bankruptcy Deal BEAVER LOCAL SD: Moody's Lowers GOULT Rating to Ba2, Outlook Neg. BEST ROAD VIEW: Plan Outline Okayed, Plan Hearing on April 11 BILLNAT CORPORATION: Plan Outline Okayed, Plan Hearing on March 29 BIOPLANET CORP: Plan Confirmation Hearing Continued on March 28 BIOSCRIP INC: Delays Form 10-K for Accounting Review BRANWELL INC: Has Interim OK to Use Cash Collateral Through May 31 BROOKFIELD RESIDENTIAL: Moody's Rates New $600MM Unsec. Notes B1 BROWN PUBLISHING: Court Narrows Claims in Suit vs K&L, E. Fox C HARRIS PROPERTIES: Plan Confirmation Hearing Set for April 17 CAMPBELLSPORT VILLAGE, WI: S&P Alters Outlook on GO Debt to Pos. CAPROCK OIL: W. Hall's Claim Subject to Subordination, Court Rules CAROL ROSE: Delays Plan for Final Judgment on Claims Litigation CARRANO AIRCONTRACTING: Plan Outline Okayed, Plan Hearing on May 2 CARTHAGE SPECIALTY: U.S. Trustee Forms 3-Member Committee CASELLA WASTE: Moody's Rates Series 2015R-2 Waste Disposal Bonds B3 CHOWDER GAS: Seeks to Hire Dahl Law as New Legal Counsel CITGO PETROLEUM: Moody's Hikes CFR to B3; Outlook Stable CKSB LLC: Taps Sheila Esmaili as Legal Counsel CLAIRE'S STORES: Case Summary & 30 Largest Unsecured Creditors CLAIRE'S STORES: Files for Bankruptcy in Delaware CLAIRE'S STORES: Obtains $135 Million DIP Facility from Citigroup CLAIRE'S STORES: Says Apollo, Lenders Pledge $575M in New Money CLAIRE'S STORES: Says Cortland Offered to Provide DIP Loan CLAIRE'S STORES: Targets Bankruptcy Exit by Mid-September CNX RESOURCES: Moody's Assigns B3 Rating to New Sr. Sec. Notes CNX RESOURCES: S&P Assigns 'BB-' Rating on New $500MM Unsec. Notes COMPLETION INDUSTRIAL: Taps Buzza Dreier & Johnson as Counsel CYPRESS WAY: Plan Confirmation Hearing Set for March 30 DANICA ASSOCIATES: May Use VNB Cash Collateral Through May 31 DEBORAH L WILSON: Taps Center City Law Offices as Counsel DEBORAH L WILSON: Taps M.L. Stephens, CPA as Accountant DIGITAL RIVER: S&P Affirms B- CCR on $30MM Equity Capital Infusion DRONE USA: Receives $53,000 in Financing from Power Up EASTGATE PROFESSIONAL: Court Junks GLIC Bid for Relief from Stay EM LODGINGS: Taps CBRE Inc. as Real Estate Broker ENVIRONMENTAL TECHNOLOGIES: Taps Boyer Law Firm as Legal Counsel ESCALERA: Seeks Okay for Continued Employment of Special Counsel EV ENERGY: Moody's Cuts CFR to Caa3 on Proposed Debt Restructuring EV ENERGY: S&P Lowers CCR to D on Restructuring Support Agreement FILTRATION GROUP: S&P Rates New First-Lien Credit Facilities 'B' FINJAN HOLDINGS: Achieves 175% Increase in 2017 Revenues to $50.5M FINJAN HOLDINGS: May Issue Additional 2.4M Under Incentive Plan FIRESTAR DIAMOND: Taps Rust Omni as Claims & Noticing Agent FOX PROPERTY: Taps Park & Lim as Special Litigation Counsel FPC HOLDINGS: Moody's Hikes CFR to B3; Outlook Remains Stable FUN CITY AMUSEMENTS: Taps Onukwugha & Associates as Legal Counsel GEM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors GRAYN COMPANY: Has Permission to Enter Into Cash Collateral Deal GREEN FIELD: Trustee Must Prove M. Moreno Received Actual Benefit GREENSKY HOLDINGS: Moody's Assigns B1 CFR; Outlook Stable GREENSKY HOLDINGS: S&P Assigns 'B+' CCR on Debt Refinancing H MELTON VENTURES: Trustee Taps Virginia Cook as Real Estate Broker HAMKOR ENTERPRISES: Seeks Authorization to Use Cash Collateral HCR MANORCARE: QCP to Receive 100% New Common Stock Under Plan HII TECHNOLOGIES: HB Can Designate 3rd Parties in Securities Suit ICONIX BRAND: S&P Raises CCR to 'CCC' Amid Notes Repayment IHEARTCOMMUNICATIONS INC: Moody's Cuts PDR to D-PD on Ch. 11 Filing INTERNATIONAL SHOPPES: Hearing on Disclosures Set for May 7 JHL INDUSTRIAL: Unsecured Creditors May Get $53K Under Exit Plan JOSEPH F. WIGGINS: Property to be Yielded to CFS Valued at $445K KADMON HOLDINGS: Perceptive Life Has 8% Stake as of Dec. 31 KELLEY BROS: Taps Henderson CPA as Accountant KELLEY BROS: Taps Scott Law Group as Legal Counsel LANAI HOLDINGS: Moody's Lowers CFR to Caa1; Outlook Stable LEI TRANSPORTATION: Court Signs Final Cash Collateral Order LG MADRONE: Taps Douglas Elliman as Real Estate Broker LIVE NATION: Moody's Rates New $300MM Senior Unsecured Notes B1 MENOTTI ENTERPRISE: Taps Columbia Consulting Group as Accountant MENOTTI ENTERPRISE: Taps Jessica M. Sanchez as Special Counsel MICHAEL'S USED CARS: April 4 Hearing on Plan Outline MISSIONARY ASSEMBLY: Unsecureds to Recover 100% Under Plan MONEYONMOBILE INC: RBSM LLP Replaces Liggett & Webb as Accountants MUELLER WATER: Moody's Hikes CFR to Ba2; Outlook Stable MUELLER WATER: S&P Raises CCR to 'BB' on Improved Credit Metrics NEWFIELD EXPLORATION: S&P Alters Outlook to Pos. & Affirms BB+ CCR NIBUR INC: Taps DelBello Donnellan as Legal Counsel NORANDA ALUMINUM: Dist. Ct. Dismisses Suit vs Associated Terminals NORTH AMERICA STEEL: Taps Calaiaro Valencik as Legal Counsel NORTH AMERICAN ENERGY: S&P Affirms 'B' CCR, Outlook Stable NORTH STATE ASSOCIATES: Taps Penachio Malara as Legal Counsel NUTRITION CARE: Taps Tamarez CPA as Accountant OREXIGEN THERAPEUTICS: Taps Kurtzman Carson as Claims Agent ORION HEALTHCORP: Constellation Blames Ex-CEO Parmar for Woes PARADISE AQUATICS: Taps Crowley Liberatore as Legal Counsel PATRIOT NATIONAL: Aspen Specialty Opposes Approval of Plan Outline PENTHOUSE GLOBAL: Trustee Has OK to Use Dream Media Cash Collateral PISCES MIDCO: Moody's Assigns B2 CFR; Outlook Stable PRECIPIO INC: Settles Lawsuit with Crede for $1.9 Million QUALITY CONSTRUCTION: Oilfield Service Companies Seek Chapter 11 REAL INDUSTRY: Disclosure Statement Hearing Set for March 29 REGISTER COMMUNICATIONS: Taps Boyer Law Firm as Legal Counsel REVOLUTION ALUMINUM: Disclosure Statement Hearing on March 28 RICHARD ANNUNZIATA: Dist. Ct. Upholds Trustee and Putnam Settlement ROBERSON LTD: Taps Thomas E. Crowe as Legal Counsel ROSENBAUM FARM: Disclosures Approval Hearing Set for April 3 RYNIC INC: Has Interim OK to Use VNB Cash Collateral Until May 31 SALSGIVER INC: Taps Whiteford Taylor as Legal Counsel SKY-SKAN INC: Disclosure Statement Hearing Set for April 18 SOUTHEASTERN GROCERS: Slate Says 10 Stores Not Part of Closures STATESBORO LIFE: April 12 Approval Hearing on Disclosure Statement TOW YARD: Taps KC Cohen, Lawyer, as Legal Counsel TOW YARD: Taps Key Auctions to Sell Personal Property TOYS R US: Phillips Nizer's Behr Offers Perspective on Bankruptcy UNITED BANCSHARES: Joseaph Drennan Quits as Director VERTEX ENERGY: Laurence Lytton Has 5.4% Stake as of Feb. 26 WALKING CO: Taps Kurtzman Carson Consultants as Claims Agent WEST RANGE: Suit vs TSC Barred by Contract Rejection, Court Rules WHEEL PROS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable WIGGINTON ENTERPRISES: Plan Confirmation Hearing Set for April 4 WOODARD EVENTS: Taps Paul Reece Marr as Legal Counsel WOODBRIDGE GROUP: Taps Province Inc. as Financial Advisor [^] Large Companies with Insolvent Balance Sheet ********* 1362 OAK STREET: Exit Plan to Pay Unsecured Creditors in Full ------------------------------------------------------------- Unsecured creditors of 1362 Oak Street, LLC, will be paid in full under the company's proposed plan to exit Chapter 11 protection. Under the plan of reorganization, creditors holding Class 2 unsecured claims will receive payment in full, in cash, through three annual installments, the first of which will be made on or 15 days after the effective date of the plan. Payments under the plan will be made from receipts of the company either through the refinancing or sale of its real property located at 1362 Oak Street, NW, Washington, DC; or from future capital contributions in the event the company chooses to amortize the existing debt encumbering the property, according to the company's disclosure statement filed with the U.S. Bankruptcy Court for the District of Columbia. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/dcb17-00705-25.pdf About 1362 Oak Street LLC 1362 Oak Street LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 17-00705) on Dec. 13, 2017, in order to halt a foreclosure. In the petition signed by Anthony Gilmer, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge S. Martin Teel, Jr. presides over the case. The Law Offices of Jeffrey M. Sherman is the Debtor's counsel. 23 FARMS: Court Conditionally Approves Disclosure Statement ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida will consider approval of the Chapter 11 plan of reorganization for 23 Farms, LLC at a hearing on April 5. The hearing will be held at 10:45 a.m. (Eastern Time) at the U.S. Courthouse, Courtroom 3. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on March 1. The order set a March 29 deadline for creditors to cast their votes and file their objections to the disclosure statement. Objections to confirmation of the plan must be filed seven days before the hearing. About 23 Farms LLC 23 Farms, LLC, a Newberry, Florida-based company with a farming operation, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 17-10015) on Jan. 20, 2017. The petition was signed by Joey D. Langford, II, managing member. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Lisa Caryl Cohen, Esq., at Ruff & Cohen, P.A. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. No official committee of unsecured creditors has been appointed. 74 GRAND ST. EQUITIES: Creditors to be Paid from Sale of NY Asset ----------------------------------------------------------------- 74 Grand St. Equities, LLC, filed a Chapter 11 plan of liquidation that provides for the distribution of its assets to creditors following a sale of its real property in New York. The plan is a "sale plan" whereby the New York property will be marketed in accordance with court-approved bid procedures and sold at an auction, with the sale proceeds to be distributed to creditors. The auction will be conducted on April 11 if there are qualified bids other than Churchill Credit Holdings LLC's credit bid of $13.5 million. If Churchill is selected as the winning bidder, the company will pay $250,000 in cash to 74 Grand's estate to fund the plan fund. The plan fund will be used to pay administrative claims, with the balance to be distributed pro rata to creditors holding Class 4 general unsecured claims. Under the plan, general unsecured creditors will recover between 1.5% and 37.5% of their claims. 74 Grand estimated the total amount of Class 4 claims to be between $400,000 and $9.4 million, according to the disclosure statement it filed with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb17-13295-39.pdf About 74 Grand St. Equities Based in New York, 74 Grand St. Equities, LLC's assets consist of a development site located in an area of SoHo. Alleged creditors Churchill Credit Holding LLC, Equity Environmental Engineering LLC, and Damo Construction Company Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. S.D.N.Y. Case No. 17-13295) on Nov. 20, 2017. By order dated Dec. 19, 2017, the Court entered an order for relief under Chapter 11 and the Debtor is continuing in possession of its assets as a debtor-in possession pursuant to the applicable provisions of the Bankruptcy Code. Judge Shelley C. Chapman presides over the case. The Petitioners are represented by Morrison Cohen LLP and Magnozzi & Kye, LLP. Tarter Krinsky & Drogin LLP is the Debtor's bankruptcy counsel. 74 GRAND ST. EQUITIES: Taps Meridian Capital as Broker ------------------------------------------------------ 74 Grand St. Equities, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Meridian Capital Group, LLC as its real estate broker and auctioneer. The firm will assist the Debtor in the sale of a partially developed lot located at 74 Grand Street, New York, New York. In the event Meridian procures a buyer for the property (other than a credit bid by Churchill) and there is no third party broker, the firm will get a commission of 2% of the purchase price. Meanwhile, the firm will get 3% of the purchase price in the event it cooperates with a third party broker. The commission will be shared by the firm and the cooperating broker. The commission will be paid by way of a buyer's premium. Meridian is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Schechtman Meridian Capital Group, LLC 800 Third Avenue, 38th Floor New York, NY 10022 Tel: 212-468-5900 Fax: 212-612-0100 Phone: 212-468-5907 Email: dschechtman@meridiancapital.com About 74 Grand St. Equities Based in New York, 74 Grand St. Equities, LLC's assets consist of a development site located in an area of SoHo. Alleged creditors Churchill Credit Holding LLC, Equity Environmental Engineering LLC, and Damo Construction Company Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. S.D.N.Y. Case No. 17-13295) on Nov. 20, 2017. By order dated Dec. 19, 2017, the Court entered an order for relief under Chapter 11 and the Debtor is continuing in possession of its assets as a debtor-in possession pursuant to the applicable provisions of the Bankruptcy Code. Judge Shelley C. Chapman presides over the case. The Petitioners are represented by Morrison Cohen LLP and Magnozzi & Kye, LLP. Tarter Krinsky & Drogin LLP is the Debtor's bankruptcy counsel. A & K ENERGY: Plan Outline Okayed, Plan Hearing on May 17 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan for A & K Energy Conservation, Inc. at a hearing on May 17. The hearing will be held at 1:30 p.m., at the Sam M. Gibbons United States Courthouse, Courtroom 8B. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on March 1. Objections to the disclosure statement must be filed no later than seven days prior to the hearing. If no objections are filed, the conditional approval of the disclosure statement will become final. About A & K Energy Conservation, Inc. A&K Energy Conservation, Inc. -- http://www.akenergy.com/-- offers customized lighting solutions and energy management services, including energy audits, lighting retrofits, rebate processing, and more. A & K Energy Conservation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-03318) on April 19, 2017. William Maloney, chief restructuring officer, signed the petition. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Amy Denton Harris, Esq., and Mark F Robens, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor hired Bill Maloney of Bill Maloney Consulting, as chief restructuring officer; and Wells Houser & Schatzel, P.A., as certified public accountant. A GRACE PLACE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: A Grace Place Adult Care Center (Inc.) 8030 Staples Mill Road Henrico, VA 23228 Business Description: A Grace Place Adult Care Center is a non- stock, non-profit corporation formed in Virginia on Oct. 9, 1969, to provide various programs of support, education, training, rehabilitation, and recreation for adults with disabilities and age-related conditions. The Organization has two divisions, Adult Day Care and Day Support. Visit https://agprva.org for more information. Chapter 11 Petition Date: March 16, 2018 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Kevin R. Huennekens Debtor's Counsel: Roy M. Terry, Jr., Esq. SANDS ANDERSON PC 1111 East Main Street, 24th Floor P.O. Box 1998 Richmond, VA 23218-1998 Tel: 804-648-1636 Fax: 804-783-7291 E-mail: rterry@sandsanderson.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lynne K. Seward, interim CEO. 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/vaeb18-31331.pdf A GRACE PLACE: Senior Care Provider Seeks Ch. 11, to Close in April ------------------------------------------------------------------- John Reid Blackwell, writing for Richmond Times-Dispatch, reports that A Grace Place Adult Care Center Inc., a local nonprofit that provides adult day care services to about 170 people with physical, developmental and age-related disabilities, filed for Chapter 11 bankruptcy protection on March 16, 2018, and plans to close after 51 years in operation. "Regrettably, with changes at both the state and federal level to programs that support seniors and those with disabilities, A Grace Place is no longer viable," the company said in a court filing in U.S. Bankruptcy Court in Richmond, Virginia. According to the report, A Grace Place said "a confluence of external factors" led to the decision to close, including changes in Medicaid reimbursements that resulted in "a substantial reduction in what the agency was able to retain." A majority of its clients are on Medicaid. Also, a shift from a government-based system of care to a privatized one led to additional administrative costs and increased the center's financial obligations "beyond what was sustainable." According to the report, Lynne Seward, A Grace Place's interim CEO, said in an interview that the exact closing date is uncertain, as the center is focusing for the next few weeks on getting its clients placed with other adult care centers or programs. In its petition, A Grace Place estimated its assets at $100,000 to $500,000 and liabilities of $1 million to $10 million. As of Feb. 28, A Grace Place had cash and cash equivalents of $331,990, net accounts receivable of $168,601, prepaid expenses of $31,105, and current liabilities of $266,984, according to the court documents. ABERCROMBIE & FITCH: Moody's Ups CFR to Ba3; Keeps Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Abercrombie & Fitch Management Co.'s Corporate Family Rating ("CFR") to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and secured term loan rating to Ba2 from B1. The company's SGL-1 Speculative Grade Liquidity rating was affirmed. The outlook remains stable. The upgrade reflects the 2017 recovery in both the Hollister and Abercrombie brands and Moody's expectation that operating performance will remain solid, resulting in credit metrics and liquidity appropriate for the Ba3 rating category. Debt/EBITDA stood at 3.2 times (Moody's-adjusted) and EBIT/interest expense was at 1.8 times as of February 3, 2018, significantly improved from the 3.9 times and 0.9 times, respectively, in the prior year. 2017 results were aided by external factors, including improved consumer confidence, recovery in the denim category, renewed interest in logo apparel, and more favorable winter weather. Nevertheless, Moody's expects continued strategic investments in digital marketing, data analytics, and omni-channel capabilities will support operations going forward and mitigate bricks-and-mortar traffic declines, allowing the company to take share in the teen apparel space. "The turnaround at the Abercrombie & Fitch brand and acceleration of positive same store sales at Hollister reflect the company's continued work on marketing, product assortment, and store remodels," said Moody's analyst Raya Sokolyanska. "Reversing the multi-year declines at the more challenged Abercrombie & Fitch brand in particular demonstrated solid execution." The upgrade of the secured term loan to Ba2, one notch above the CFR, reflects the high level of support from junior claims in the capital structure in the form of unsecured operating leases and accounts payable. In addition, recovery prospects for the term loan remain strong, particularly given that the company continues to maintain cash balances well in excess of funded debt. Moody's took the following rating actions for Abercrombie & Fitch Management Co.: -- Corporate Family Rating, upgraded to Ba3 from B1 -- Probability of Default Rating, upgraded to Ba3-PD from B1-PD -- Secured term loan due 2021, upgraded to Ba2 (LGD3) from B1 (LGD3) -- Speculative Grade Liquidity Rating, affirmed at SGL-1 -- Outlook, remains stable RATINGS RATIONALE Abercrombie's Ba3 Corporate Family Rating reflects the company's solid credit metrics, modest amount of funded debt and very good liquidity, including cash balances that exceed funded debt at all times, strong free cash flow generation and significant unused revolver capacity. During fiscal year 2017, EBITDA (excluding unusual items but without operating lease adjustments) grew over 40% adjusted for foreign exchange and 53rd week impact, supported by 3% same store sales growth and expense reductions. Moody's views current levels of operating performance as sustainable in the near term, based on the recent stabilization in the brands and ongoing investment in digital marketing, omni-channel, personalization and loyalty programs. The rating also benefits from Abercrombie's sizable market presence and meaningful geographic diversification. Nevertheless, the ratings are constrained by the company's very high business risk as a niche retailer in the highly competitive teen apparel market, which is subject to both to elevated fashion risk and volatile discretionary spending among its 14-24 year-old demographic. The ratings also incorporate the secular pressures from the shift away from mall-based retail and toward e-commerce. The stable outlook reflects Moody's expectations for low-single digit revenue and earnings growth and very good liquidity in the next 12-18 months. The ratings could be upgraded if the company demonstrates a consistent track record of revenue and operating income growth, while maintaining very good liquidity and balanced financial policies. Quantitative metrics include expectations that debt/EBITDA will be sustained below 3.0 times and EBIT/interest expense above 3.5 times. The ratings could be downgraded if operating performance deteriorates, such that debt/EBITDA is maintained above 4.0 times and EBIT/interest expense below 1.75 times. The ratings could also be downgraded if the company adopts more aggressive financial policies such as debt-financed share repurchases, or if liquidity weakens, including reduction in cash balances below levels that comfortably cover daily operations and the outstanding debt balance, weaker free cash flow generation or meaningful revolver utilization. The principal methodology used in these ratings was Retail Industry published in October 2015. Abercrombie & Fitch Management Co. ("Abercrombie") is an indirect subsidiary of Abercrombie & Fitch Co. Through its subsidiaries, the company operates approximately 868 specialty apparel stores and several e-commerce websites in North America, Europe, and the Asia Pacific regions under the "Abercrombie & Fitch", "abercrombie kids", and "Hollister" brands. For the year ended February 3, 2018, the company generated approximately $3.5 billion in revenues. ADIRONDACK AUTO: Plan Confirmation Hearing Set for May 16 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York is set to hold a hearing on May 16 to consider approval of the Chapter 11 plan for Adirondack Auto Brokers, Inc. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Robert Littlefield, Jr. on March 1, set a May 4 deadline for creditors to submit ballots of acceptance or rejection of the plan. Objections to the plan must be filed no later than seven days prior to the hearing. About Adirondack Auto Brokers Inc. Headquartered in Clifton Park, New York, Adirondack Auto Brokers, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 17-10562) on March 30, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Richard H. Weiskopf, Esq., at The Delorenzo Law Firm serves as the Debtor's bankruptcy counsel. Adirondack Auto Brokers, Inc. filed its proposed Chapter 11 plan on November 10, 2017. ADVANCED MICRO: S&P Raises CCR & Sr. Unsec. Debt Rating to 'B' -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Santa Clara, Calif.-based Advanced Micro Devices Inc. to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on AMD's senior unsecured debt to 'B' from 'B-'. The recovery rating remains '4', indicating our expectation for average (30%-50%; rounded estimate: 35%) recovery in the event of a payment default." S&P added, "The upgrade reflects our view that the company's strong 2017 performance will be sustained into 2018, with revenue growth remaining in the double digits and leverage declining to under 3x. Over the past 12 months AMD grew revenues by 25%, generated positive EBITDA for the first time in two years, and reduced leverage to 3.8x on the successful launch of over 40 new products. Revenue growth primarily came from the launch of the Ryzen line of CPUs, based on AMD's Zen architecture, which has significantly outperformed the firm's previous offerings and enabled AMD to recover share lost to Intel in recent years. The introduction of the new Vega architecture-based Radeon GPUs in the third quarter also supported the strong top-line performance, and we expect this boost to extend into 2018 as high-end gaming and e-sports continue to see market growth. Profitability also improved considerably in 2017, as greater scale and higher ASPs from premium CPU and GPU offerings led to a 300 basis point gross margin expansion, excluding the one-time impact of an amendment to AMD's wafer supply agreement in 2016. Although we do believe that AMD has fair visibility into 2018 performance, we note that significant long-term risks remain as AMD has limited financial resources and research and development (R&D) capacity compared to Intel and Nvidia, its chief competitors. Furthermore, while profitability has improved over the past year, EBITDA margins of about 10% remain weak for the semiconductor industry, and we do not see improvement beyond the low teens without significant improvement in scale and market share. "The stable outlook on AMD reflects our view that significant share gains in the consumer CPU market, demand growth in the GPU market, and reentry into the server CPU market will enable AMD to continue to outgrow the broader semiconductor industry and reduce leverage to under 3x over the next 12 months. We expect free cash flow to turn positive in 2018 as moderating growth reduces inventory spending. "Given management's stated long-term target of 2.0x gross leverage, we would look to substantial market share gains against Intel and Nvidia, ongoing revenue growth, and expended EBITDA margins as factors in a potential upgrade, more than further improvement in credit ratios. Evidence that AMD has sustainably reduced the performance gap between its products and those of its main competitors and has a product pipeline that can credibly sustain an improved competitive position would be a critical factor in any upgrade. "While unlikely, we could lower the rating on AMD if the firm's Zen architecture CPUs and Vega GPUs lose traction in in the market and the firm returns meaningful share to Intel and Nvidia over the next year, leading to leverage remaining over 4x. We would also view a deterioration in the firm's liquidity position as a potential catalyst for a downgrade, and cash levels below $600 million could lead to a negative rating action." AECOM: Moody's Affirms Ba2 CFR & Rates New $2.4BB Secured Loans Ba1 ------------------------------------------------------------------- Moody's Investors Service affirmed AECOM's Ba2 corporate family rating, Ba2-PD probability of default rating, Ba1 rating on its senior secured credit facilities, Ba3 rating on its unsecured notes, and its Speculative Grade Liquidity Rating of SGL-2. At the same time, Moody's assigned a Ba1 rating to the company's new $1.35 billion revolving credit facility and $1.1 billion senior secured term loan A (comprised of three tranches). The ratings outlook is stable. The company used the proceeds from the new credit facilities and its recently established $600 million term loan B to pay off its existing term loan and revolver borrowings and plans to redeem its $800 million of senior notes due in 2022. The ratings on the prior credit facilities will be withdrawn along with the rating on the senior notes when they are redeemed. "AECOM's credit metrics remain somewhat weak for its Ba2 corporate family rating, but its strong backlog of orders and consistent free cash flow should give it the ability to reduce leverage over the next 12-18 months," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for AECOM. Assignments: Issuer: AECOM -- Senior Secured Bank Credit Facilities, Assigned Ba1 (LGD2) Outlook Actions: Issuer: AECOM -- Outlook, Remains Stable Affirmations: Issuer: AECOM -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba2 -- Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) -- Senior Unsecured Regular Bonds/Debentures, Affirmed Ba3 (LGD5) RATINGS RATIONALE AECOM's Ba2 corporate family rating reflects its large scale, diverse end market exposure, solid market position, strong project backlog, moderate fixed price construction risk and strong and consistent operating cash flow. The company is one of the largest and most diversified engineering & construction companies in North America. AECOM's rating also reflects its acquisitive history, elevated leverage, moderate interest coverage, relatively low level of funds from operations as a percent of outstanding debt, and its plan to return substantially all of its free cash flow to shareholders once it reduces its net debt-to-EBITDA ratio to 2.5x. AECOM has established a $1.35 billion revolving credit facility maturing in 2023 and a $1.1 billion term loan A with separate tranches maturing between 2021 and 2023. It used the proceeds from the term loan A along with the proceeds from its $600 million term loan B and modest revolver borrowings to repay its existing credit facilities and plans to redeem its $800 million of senior notes due in 2022. This refinancing will lower the company's interest costs in the near term, extended its debt maturities and enhance its liquidity. AECOM generated adjusted EBITDA of $1.24 billion in the fiscal year ended September 2017, which was moderately lower than the $1.36 billion of EBITDA in the prior year mostly due to changes to Moody's lease adjustment, and to a lesser extent business development investments to capitalize on market opportunities. These investments have resulted in a substantial rise in the company's backlog and should support its operating performance over the next few fiscal years. AECOM's backlog increased by 11% to a record level of $48.8 billion as of December 2017, which includes a contracted backlog of $23.4 billion or about 1.25x trailing 12 month revenues. The company is benefitting from the wide array of services it offers along with strength in the power sector, increased federal and state funding allocated for investments in infrastructure, an unprecedented pipeline of work for its Management Services segment and solid worldwide economic growth. As a result, Moody's expects AECOM to generate fiscal 2018 adjusted EBITDA moderately above the $1.24 billion generated in fiscal 2017. AECOM has produced consistently strong operating cash flows since the acquisition of URS in October 2014 due to its full service capabilities, diversified geographic and end market exposure, moderate fixed price contract risk, effective working capital management and expertise in low capital intensity businesses. AECOM has generated about $500 million - $550 million of free cash flow in each of its last 3 fiscal years and has mostly used its free cash flow to pay down debt. As a result, it has reduced its outstanding debt by about $1.4 billion since it acquired URS. However, its adjusted leverage ratio has remained elevated (4.9x in December 2017) due to the deterioration in its operating performance over the past few years. Moody's expect the company to continue to produce strong free cash flow in fiscal 2018 and to use the majority of it to pay down debt. That will result in the company's leverage ratio (Debt/EBITDA) declining to around 4.2x-4.4x in September 2018, while its interest coverage ratio (EBITA/Interest Expense) rises to about 2.8x-3.0x. The leverage ratio will remain above Moody's upside ratings trigger of less than 3.5x and Moody's do not expect it to materially change over the next few fiscal years due to the capital allocation policy announced by the company in September 2017. AECOM's speculative grade liquidity rating of SGL-2 reflects its good liquidity profile. The company had $616 million of cash and $915 million of availability on its $1.05 billion revolving credit facility as of December 31, 2017. The revolver had $80 million of borrowings outstanding and $55 million of letters of credit issued. AECOM also had $197 million of cash in consolidated joint ventures, but that cash is not readily accessible and is earmarked to support specific projects. Its liquidity recently increased by about $300 million since its revolver capacity was raised to $1.35 billion from $1.0 billion. The term loan A is comprised of separate US, Canadian and Australian tranches. The US borrowings are guaranteed and collateralized by US assets only, while the overseas borrowings benefit from both US and foreign collateral and guarantees. Therefore, the overseas creditors effectively have a senior position and better recovery prospects versus the US term loan A borrowers. However, Moody's does not consider the relative recovery to be meaningful enough to notch the US tranche lower than the foreign tranches. AECOM's stable outlook presumes the company's operating results will moderately improve over the next 12 to 18 months and result in substantial free cash flow and a gradual deleveraging. It also assumes the company will carefully balance its leverage with its growth strategy. A ratings upgrade is possible if the company continues to use its free cash flow to pay down debt and sustains its leverage ratio below 3.5x. Negative rating pressure could develop if deteriorating operating results, weaker than expected cash flow or debt financed acquisitions result in the leverage ratio rising above 5.0x or funds from operations (CF from operations before working capital changes) declining below 15% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. Headquartered in Los Angeles, CA, AECOM is a fully integrated professional and technical services firm providing engineering & design, planning and construction services to the infrastructure, transportation, industrial, environmental, oil and gas, power, water and government sectors. The company operates under four business segments: design & consulting services (41% of revenues), construction services (41%) and management services (18%). The company also invests in real estate, public-private partnership (P3) and infrastructure projects through its AECOM Capital division. AECOM generated revenues of about $18.8 billion during the trailing 12 months ended December 30, 2017. The principal methodology used in these ratings was Construction Industry published in March 2017. AES CORP: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on The AES Corp. to 'BB+' from 'BB'. The outlook is stable. S&P said, "At the same time, we raised the rating on AES' senior unsecured debt to 'BB+' from 'BB'. The recovery rating on this debt remains '3', indicating our expectation for meaningful (50%-70%, rounded estimate: 65%) recovery in the event of a payment default. We also affirmed our 'BBB-' issue-level rating on the company's senior secured debt. The recovery rating on this debt remains '1', indicating our expectations for very high (90%-100%; rounded estimate: 95%) recovery under a default. "We are raising our rating to 'BB+', rather than revising the outlook to positive from stable, which is more typical, because of the acceleration in debt reduction from asset sale proceeds. AES now has a tender offer for $700 million of its 2024 and 2025 outstanding bonds. The tender is contingent on the sale of Masinloc, which has all regulatory and lender approvals but is yet to close. We expect to see the sale conclude by the first half of 2018 and debt pay-down soon thereafter. "The stable outlook reflects our expectation of a business profile that will continue to reflect modestly higher and fairly stable cash flow from an increasing number of assets as they are commissioned through 2020. After a significant improvement in FFO to debt relating to debt paydown from the Masinloc asset sale, financial metrics are still likely to show modest improvements over time as the full benefits of debt repayment and repricing takes effect, further underscoring our current assessment. We expect FFO to debt to trend in the 17%-18% range and debt to EBITDA in the 4.25x area through 2019. "Developments that would lead to an improvement in the rating would be limited to financial ones based on our view that the business profile is likely to remain the same over the next few years. More specifically, if on a sustained basis FFO to debt exceeded 20% and debt to EBITDA were below 4x, a higher rating would be possible. "We do not expect any changes to AES' business profile, so the primary driver of any downgrade would be a financial performance well below our current expectations--more specifically FFO to debt below 14%-15%, debt to EBITDA above 4.5x, or free operating cash flow to debt of less than 5%. This could happen if construction costs for Alto Maipo escalated further or if the Alicura, Gener, and Andes businesses significantly underperformed. Ratings could also be lowered if the sale of Masinloc, a coal-fired unit in the Philippines, fell through; the company is unable to find another prospective buyer, and the debt reduction already factored into our base case does not occur. We consider such a development remote at this time." ALL STAR MEDICAL: Plan Outline Okayed, Plan Hearing on April 10 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama is set to hold a hearing on April 10 to consider approval of the Chapter 11 plan of reorganization for All Star Medical, LLC. The hearing will be held at 10:00 a.m., at the U.S. Courthouse, 400 Well Street, Decatur, Alabama. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Clifton Jessup, Jr. on March 1, set a March 29 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. 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. AMERICAN GREETINGS: S&P Cuts CCR to 'B', Off CreditWatch Negative ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based American Greetings Corp. (AG) to 'B' from 'BB-' and removed the rating from CreditWatch, where it was placed on Feb. 15, 2018, with negative implications. The CreditWatch placement followed the announcement that the company entered into an agreement under which private equity sponsor CD&R will acquire 60% ownership stake in AG. S&P said, "At the same time, we assigned our 'B+' issue-level and '2' recovery ratings to the company's proposed senior secured facilities, including the $250 million senior secured revolving credit facility maturing in 2023 and $445 million senior secured term loan facility maturing in 2025. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. We also assigned our 'CCC+' issue-level and '6' recovery ratings to the company's proposed $325 million senior unsecured notes maturing in 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default." All ratings are based on preliminary terms and are subject to review of final documents. S&P said, "We expect the company to refinance senior secured credit facilities and senior unsecured notes with proposed senior secured debt and senior unsecured notes. The actual amounts to be issued under the proposed debt and notes will be subject to final documents. We will withdraw existing issue-level ratings once these debt instruments are repaid in conjunction with the acquisition." Pro forma for the transaction, the company will have $1,162 million of adjusted debt outstanding. The downgrade reflects the substantial debt burden AG will have following the leveraged buyout transaction, which will result in pro forma leverage increasing to slightly over 5x from 4.4x for the 12 months ended Nov. 30, 2017. S&P said, "We expect leverage will remain above 5x in the next two years, in contrast to our previous expectation that leverage would decline to below 4x after fiscal year 2019. We expect the transaction will close in the first half of calendar 2018." S&P said, "The outlook is stable, reflecting the company's good market position and our belief that its operating performance will be relatively stable for at least the next two years. We expect the company will continue cost-saving initiatives to offset the earnings impact from sales declines and maintain an EBITDA margin in the 13%-14% range in the next two years. We expect margin would improve to above 15% in the outer years when the run-rate impact of cost savings gradually phase in. We project the company's leverage will remain in the 5x-6x range during this period. "We could lower our ratings if the sales decline accelerates or AG loses major customers, leading to significantly weakening revenues and cash flow such that discretionary cash flow falls below $10 million and leverage approaches 7x. We could also lower our ratings if the company adopts more aggressive financial policies by pursing debt-financed acquisitions or dividends, causing leverage to approach 7x. We estimate debt would need to increase by over $180 million for this to occur, assuming constant EBITDA levels. "Although unlikely in the next year or two, we could raise the ratings if the company strengthens its competitive position. This would be achieved by further diversifying its business, recouping top line decline, and improving cash flows such that leverage is sustained below 5x and there is firm belief that the sponsor is committed to maintaining leverage of below 5x." APM LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of APM, LLC as of March 16, according to a court docket. APM is represented by: Robert D. MacPherson, Esq. MacPherson & Youmans PC 119 Public Square Lebanon, TN 37087 Phone: (615) 444-2300 Email: rdmacpherson@macyolaw.com About APM LLC APM, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-00065) on January 4, 2018. Abdi A. Musse, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Marian F. Harrison presides over the case. AUGUSTUS ENERGY: Selling Assets to OWN in $14.2M Bankruptcy Deal ---------------------------------------------------------------- Natural gas exploration company Augustus Energy Resources, LLC, has sought Chapter 11 protection with a deal to sell most of its assets to OWN Resources, Inc. for $14.2 million, absent higher and better offers. Augustus Energy Resources, LLC, was formed 2013 to acquire, for $104 million ($73.6 million cash plus $31 million assumed debt), the assets of Augustus Energy Partners, LLC, which in 2006, acquired assets of Berry Petroleum Company and Rosetta Resources, Inc. To close the 2013 acquisition, the Debtor drew down $54 million of a $200 million senior secured credit facility. The Debtor owns working interests in 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property, including buildings, equipment, transportation equipment, machinery, gathering systems, compressors, and a pipeline system. The Debtor's gas properties encompass 148,000 gross acres (102,000) net in the eastern DJ Basin in Yuma County, Colorado. The 1,575 wells in which the Debtor owns interests from shallower zones (1,800 to 3,000 depth) in the Niobrara formation and include long-lived reserves, with consistent production and low rates of decline. In addition the Debtor owns the Yuma Gathering System -- 400 miles of low pressure gathering lines, compression sites and equipment, and 175 miles of high pressure discharge lines through which it markets 14.1 MMcf/d. Augustus Energy Partners II, LLC, provides back office and management services to the Debtor pursuant o which it receives a monthly management fee pursuant to a management services agreement ("MSA"). Steady Decline According to Steven D. Durrett, president and CEO of the company, at the time of the closing of the December 2013 acquisition, the Debtor had excess cash on hand and used it along with operating cash flow to pay down the outstanding loan balance from $54 million to $50.5 million. Thereafter, the Debtor made regular monthly payments totaling $22.5 million under the Senior Secured Credit Facility. At the same time, the market price of natural gas underwent a steady decline with the result that by the beginning of 2017, the Debtor's borrowing base, which was subject to a twice annual redetermination pursuant to the Senior Secured Credit Facility, had decline to $21 million as of June 2017. Notwithstanding the substantial monthly payments from the Debtor, the outstanding principal balance due under the Senior Credit Facility in July 2017 was $28 million and the Debtor was in default. The commodity price decline curtailed additional drilling to increase production and, as a result, the Debtor found itself unable to meet debt covenants. Given the certain covenant defaults, the Debtor, with the consents of its secured lender, retained TenOaks Energy Advisors, LLC on Aug. 28, 2017, to assist the Debtor in marketing its gas properties and associated gathering, compression and pipeline systems. Royalty Lawsuit In 2015, royalty owners sued the Debtor in the U.S. District Court for the District of Colorado, Case No. 15-cv-00835-KLM, captioned Melissa Clarke Crichton v. Augustus Energy Resources, LLC. Plaintiffs in the Royalty Lawsuit claim that the Debtor improperly charged royalty owners certain-postproduction processing and transportation costs. The Debtor disputes the Plaintiffs' claims that it improperly calculated royalty payments due. On March 31, 2017, the Court granted the Plaintiffs' motion to certify the case as a class action to include in the class, with a few exceptions, all royalty and overriding royalty owners from whom (beginning in December 2009) the Debtor or its predecessors took postproduction deductions unless the operative oil and gas lease expressly permits those deductions. After class certification was granted, the case was set for a trial to commence on Aug. 6, 2018. Plaintiffs' expert report in support of their motion for class certification dated March 17, 2016, indicates that Plaintiffs seek $3.7 million in damages from the Debtor, which included pre-judgment interest at 8% per annum as of that date. The Royalty Lawsuit has caused concern among prospective purchasers of the Debtor's Assets. This risk, as communicated to the Debtor by each of the prospective purchasers, has led the Debtor to conclude that the best way to maximize value and to effectuate a timely sale of the Debtor's properties is through the Chapter 11 process and to pursue an auction centered around a stalking horse sale structure. Deal With OWN The Debtor and prospective purchasers engaged in significant negotiations for the sale of the Debtor's properties as a result of the TenOaks process. The Debtor and OWN Resources, Inc., as a result of that process, have entered into an Asset Purchase Agreement dated as of March 15, 2018, for the purchase of the Debtor's Properties. OWN has signed an Asset Purchase Agreement dated as of March 15, 2018, to purchase substantially all of the Debtor's assets for cash consideration of approximately $14.2 million, which will serve as competitive baseline for bids for recovery by the Debtor's stakeholders. The proposed transaction, if approved, will generate significant value of the Debtor's estate, and, among other things, will satisfy a significant portion of the prepetition claims against the Debtor and its estate in a manager that maximizes value for all stakeholders. The Debtor has filed a motion for entry of bidding procedures in connection with the sale of the Debtor's properties. The Debtor now seeks authority to market test the transactions contemplated by the OWN APA to ensure that the Debtor obtains the highest or otherwise best offer for the Debtor's assets. The bid procedures contemplate: -- a June 1, 2018 deadline for initial bids; -- An auction on June 8, 2018, if qualified bids are received by the bid deadline; and -- a sale hearing on June 14, 2018, at 11:00 a.m. Eastern time. About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. BEAVER LOCAL SD: Moody's Lowers GOULT Rating to Ba2, Outlook Neg. ----------------------------------------------------------------- Moody's Investors Service has downgraded Beaver Local School District, Ohio's general obligation unlimited tax (GOULT) rating to Ba2 from Baa1. The outlook is negative. RATINGS RATIONALE The downgrade to Ba2 reflects the district's nearly depleted cash position. The general fund posted an operating deficit in three out of the past six years, resulting in an associated draw down on available reserves. The district is heavily reliant on voter approved property tax levies and will attempt to renew a key operating levy in November 2018, following its narrow passage in 2014. The rating also reflects the district's elevated fixed costs and long-term liabilities that are expected to remain high given an unusually slow amortization schedule. The district's socioeconomic profile remains pressured as school enrollment continues to decline. The tax base has strengthened in recent years but remains highly dependent on agricultural values. Favorably, recent investments in nearby shale extraction could bode well for future growth. RATING OUTLOOK The negative outlook reflects the uncertain outcome of the district's November 2018 emergency operating levy renewal. The levy is estimated to contribute approximately $1.1 million in revenue to the district. Passage of the levy, along with modest rebuilding of cash in the general fund, would introduce stability to the credit. FACTORS THAT COULD LEAD TO AN UPGRADE - Maintenance of operational balance that positions the district for sustained growth in liquidity - Voter renewal of outstanding tax levy and/or new levy passage that generates additional local revenue - Improved enrollment growth FACTORS THAT COULD LEAD TO A DOWNGRADE - Voter rejection of renewal and/or new levy elections that strain the district's ability to maintain operational balance - Material growth in the district's debt or pension burden - Failure to pay debt service, payroll and/or vendor payments on time and in full LEGAL SECURITY The bonds are secured by the district's pledge and authorization to levy a dedicated property tax that is unlimited as to rate or amount. PROFILE Beaver Local School District is located in Columbiana County, approximately 30 miles south of Youngstown and provides kindergarten through twelfth grade education to approximately 1,796 students as of the 2018 academic year. The district operates one school building on a single campus and employs 217 teachers and administrative staff. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. BEST ROAD VIEW: Plan Outline Okayed, Plan Hearing on April 11 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York is set to hold a hearing on April 11 to consider approval of the Chapter 11 plan for Best Road View, LLC. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Robert Littlefield, Jr. on March 1, set a March 30 deadline for creditors to submit ballots of acceptance or rejection of the plan. Objections to the plan must be filed no later than seven days prior to the hearing. About Best Road View LLC Best Road View, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 16-11968) on October 28, 2016. The Debtor is represented by Michael Leo Boyle, Esq., at Tully Rinckey PLLC. Best Road View, LLC filed its proposed Chapter 11 plan on October 10, 2017. BILLNAT CORPORATION: Plan Outline Okayed, Plan Hearing on March 29 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Michigan will consider approval of BillNat Corp.'s Chapter 11 plan of liquidation at a hearing on March 29. The court will also consider at the hearing final approval of the company's disclosure statement, which it approved on March 5 on a preliminary basis. The order set a March 19 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. BillNat on March 1 filed a liquidating plan, which provides that after the effective date, certain assets will be transferred to the liquidating company for the benefit of lenders JPMorgan Chase Bank, N.A. and Comerica Bank. On the effective date, the liquidating company will establish the unsecured creditors fund from which it will make distributions to creditors holding Class 3 general unsecured claims. JPMorgan and Comerica will contribute the sum of $300,000 (realized from the net proceeds of the sale of BillNat's assets) to establish the unsecured creditors fund, according to the company's disclosure statement, which explains the plan. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mieb17-54357-324.pdf About BillNat Corp. BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a chapter 7 petition on Aug. 23, 2016. Kerr consented to and the Court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent. It hired Conway Mackenzie Management Services, LLC, as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer, which was replaced by Matthew J. Davidson as the new CRO. The official committee of unsecured creditors retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. On Oct. 13, 2017, BillNat Corporation filed a voluntary Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 17-54357). BillNat estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. BillNat tapped McDonald Hopkins PLC as counsel, SSG Advisors, LLC, as investment banker, Conway Mackenzie Management Services, LLC, as restructuring advisor, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. BIOPLANET CORP: Plan Confirmation Hearing Continued on March 28 --------------------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas issued an order continuing the confirmation hearing of BioPlanet Corporation's plan, dated August 31, 2017, on March 28, 2018 at 11:45 a.m. March 27, 2018 is fixed as the last day for filing written acceptances or rejections of the plan. March 26, 2018 is fixed as the last day for filing and serving written objections to confirmation of the plan. The Troubled Company Reporter previously reported that the Debtor proposes to pay the general unsecured claims totaling approximately $1,009,466.61, 100% over a period of 10 years at a rate of 4% interest per annum. Regular monthly payments of approximately $8,748.71, beginning on the effective date, will be distributed on a pro-rata basis to the various creditors holding unsecured claims. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-30684-67.pdf About BioPlanet Corp. BioPlanet Corp., a corporation with its main office in Katy, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-30684) on Feb. 5, 2017. The petition was signed by Bernardo Herrero, director. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Karen K. Brown. The Debtor is represented by Adelita Cavada, Esq. at The Perez Law Firm. On June 15, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. BIOSCRIP INC: Delays Form 10-K for Accounting Review ---------------------------------------------------- BioScrip, Inc., filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. As previously disclosed, BioScrip, as part of its accounting review prior to filing its Annual Report, identified a series of transactions incorrectly accounted for predominately related to certain balance sheet suspense and clearing accounts. These errors appear clerical in nature. The Company plans to disclose a material weakness related to this matter. The accounting review is nearing completion and the Company expects that it will be able to complete the work necessary to file the Form 10-K within the fifteen calendar day extension period granted by Rule 12b-25(b). About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc. -- http://www.bioscrip.com/-- is a national provider of infusion service that partners with physicians, hospital systems, skilled nursing facilities and healthcare payors to provide patients access to post-acute care services. The Company operates with a commitment to bring customer-focused infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, the Company aims to provide cost-effective care that is driven by clinical excellence, customer service and values that promote positive outcomes and an enhanced quality of life for those whom it serves. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Bioscrip had $590.24 million in total assets, $588.80 million in total liabilities, $2.73 million in series A convertible preferred stock, $76.70 million in series C convertible preferred stock, and a total stockholders' deficit of $77.99 million. * * * Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's Caa2 CFR reflects the company's very high leverage and weak liquidity, as reported by the TCR on Aug. 3, 2017. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. "The rating affirmation reflects our view that, although BioScrip addressed its upcoming maturities by refinancing its senior secured credit facilities and improved its liquidity position, the company's credit measures will remain weak in 2017 with debt leverage of about 14x (including our treatment of preferred stock as debt) and funds from operations (FFO) to debt in the low single digits. We expect the company to use about $15 million - $20 million of cash in 2017, inclusive of cash charges associated with restructuring following the recently announced United Healthcare contract termination." BRANWELL INC: Has Interim OK to Use Cash Collateral Through May 31 ------------------------------------------------------------------ Judge Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has entered an Agreed First Interim Order authorizing Branwell, Inc. to use Valley National Bank's cash collateral to pay the monthly expenses through May 31, 2018 as set forth in the budget. The Debtor is also authorized to pay all fees required by the U.S. Trustee and Clerk of Court. The Debtor will operate strictly in accordance with the Budget and will not exceed 10% above the amount of any line item shown in the Budget. The approved cash collateral Budget shows total expenses of approximately $31,823 covering the months of March through May 2018. Valley National Bank will have a first priority post-petition security interest in, and lien upon, all of the Debtor's personal property, and all cash and non-cash proceeds thereof, which are or have been acquired, generated or received by the Debtor after the filing of the petition commencing this case, to the same extent that Valley National Bank held a properly perfected prepetition security interest or lien in assets immediately prior to the filing of the petition commencing this case. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will, on or before April 1, 2018, and on the first day of each month thereafter, deliver to Valley National Bank, though its counsel, monthly payments in the amount of $1,400 (for loan #8632) and $2,700 (for loan #0544), totaling $4,100. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will promptly furnish Valley National Bank with such financial and other information as required by the underlying loan documents and such other information, documents and reports as Valley National Bank may reasonably request. A full-text copy of the Agreed First Interim Order is available at http://bankrupt.com/misc/flsb18-12478-13.pdf About Branwell, Inc. Branwell, Inc., f/d/b/a Danica Ventures, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-12478) on March 2, 2018. In the petition signed by Rite K. Weller, president, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by David Lloyd Merrill, Esq., at Merrill PA. BROOKFIELD RESIDENTIAL: Moody's Rates New $600MM Unsec. Notes B1 ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed new $600 million of senior unsecured notes due 2026 to be issued by Brookfield Residential Properties, Inc. ("BRP"). Proceeds will be used to refinance BRP's $600 million of existing senior unsecured notes due in 2020. BRP's B1 Corporate Family Rating, B1-PD Probability of Default, B1 rating on the company's existing issues of senior unsecured notes, and Speculative Grade Liquidity Rating of SGL-2 are unchanged by transactions. The rating outlook is stable. The following rating actions were taken: Proposed $600 million of senior unsecured notes due 2026, assigned B1 (LGD4); Corporate Family Rating, unchanged at B1; Probability of Default Rating, unchanged at B1-PD; Existing senior unsecured notes, unchanged at B1 (LGD4); Speculative Grade Liquidity Rating, unchanged at SGL-2; Rating outlook, unchanged at stable. RATINGS RATIONALE BRP's B1 Corporate Family Rating reflects the company's healthy gross margins that are among the five highest of companies rated under the Moody's Homebuilding and Property Development Methodology. For 2017, adjusted gross margins were 23.5%, primarily as a result of its land development business in Canada, a substantial amount of deliveries coming in Canada (particularly Toronto), and its relatively long, low-cost land supply. The rating also considers BRP's diversified operations, which deliver homes and land parcels in several markets in the US as well as in Canada, a country with a historically more stable housing market than the US. Finally, the rating acknowledges that BRP has substantially reduced its debt leverage since being taken private in 2015 by its parent company, Brookfield Asset Management Inc. ("BAM," Baa2 stable). At December 31, 2017, BRP's adjusted debt to book capitalization ratio was 46.9%, down nearly 13 percentage points from the highs reached in 2016. At the same time, Moody's rating considers that wholly-owned subsidiaries of private equity or asset management companies that do not guarantee the debt typically do not make it into the Ba category because of event risk. Specifically, BRP's stated net debt leverage target of 45% to 55% and BAM's propensity to use its subs as cash sources may occasionally result in BRP's operating with an elevated debt leverage structure. The stable outlook reflects Moody's expectation that the company can maintain adjusted debt leverage around the 50% level while its gross margins will continue to exceed B1 levels. Even though BRP's financial metrics are beginning to be supportive of upgrade consideration, the company's ownership structure will continue to act as a constraint unless either BAM publicly signals a hands-off approach to BRP or the metrics are overwhelmingly strong. A downgrade could occur if BRP's debt leverage rises above 60% on a sustained basis or interest coverage declines below 2.0x. BRP's liquidity profile has strengthened with the new $675 million North American unsecured revolver (unrated), and it has eliminated its secured Canadian revolvers (unrated), leaving the company with a miniscule amount of secured debt in its capital structure (from vendor take-back mortgages.). In addition, the proposed $600 million note offering and repayment of the 2020 notes will extend BRP's nearest bond maturity to 2022. BRP is a homebuilder and a land developer with operations in Canada, California, and the Central and Eastern US. The company was established in March 2011 through a merger between Brookfield Homes Corporation (unrated) and BPO Residential (unrated; the residential land and housing division of Brookfield Office Properties). In March 2015, Brookfield Asset Management Inc. took the company private by acquiring the 30.6% of BRP's public shares that it did not already own. For 2017, the company generated approximately $2.1 billion of revenues and $166 million of net income. The principal methodology used in this rating was Homebuilding And Property Development Industry published in January 2018. BROWN PUBLISHING: Court Narrows Claims in Suit vs K&L, E. Fox ------------------------------------------------------------- District Judge Arthur D. Spatt granted in part and denied in part the Defendants' motion to dismiss the case captioned BROWN MEDIA CORPORATION and ROY E. BROWN, Plaintiffs, v. K&L GATES, LLP and EDWARD M. FOX Defendants, No. 2:15-cv-00676 (ADS)(ARL) (E.D.N.Y.). On or about Nov. 27, 2013, Brown Media and Roy E. Brown commenced the action against Defendants K&L Gates, LLP, Edward M. Fox as well as a recently dismissed individual defendant Eric T. Moser. The Defendants moved to dismiss the Plaintiffs' entire complaint for failure to state a claim upon which relief can be granted. The Defendants argue that the Plaintiffs fail to state claims for breach of fiduciary duty and tortious interference upon which relief can be granted because these claims are time-barred. The Court finds no merit in this argument. In the instant case, Plaintiffs' breach of fiduciary duty claims are based on the Defendants' failure to disclose information. These allegations are not merely incidental to the breach of fiduciary duty claims, but represent the core of the Plaintiffs' breach of fiduciary duty claim. As a result, the instant breach of fiduciary duty claim is subject to a six-year statute of limitations period, even though the Plaintiffs demand only money damages. As this action was filed within six years of the alleged breach, this claim is timely brought. Regardless of the statute of limitations periods applicable to the fiduciary duty claim, the Plaintiffs' claims as to breach of fiduciary duty and tortious interference are timely. The Court also concludes that the Plaintiffs sufficiently plead that the Defendants breached their fiduciary duties to the Plaintiffs. The complaint alleges that the Defendants used the confidential information obtained from the Plaintiffs and the rest of the Managers to "tilt[] the bidding process away from the Plaintiffs and towards [the Defendants'] bank clients who successfully competed with Plaintiffs [during the auction bidding process], and using Plaintiffs' confidential information to help their other clients." The Plaintiffs further claim that the Defendants "deliberately delayed filing a motion to enforce the [Bankruptcy Court's] automatic stay until after the Bankruptcy auction, knowing full well that the illegal foreclosure action [initiated by the Defendants' clients] undermined the Managers' bid." All of these alleged actions constitute a breach of the Defendants' fiduciary duties to Roy and Brown Media. As such, the Court finds that the Plaintiffs sufficiently pled that the Defendants breached their fiduciary duty. A claim of tortious interference with prospective economic advantage is identical to a claim of tortious interference with a business relationship. The Defendants do not appear to dispute that there was a business relationship between the Managers and the Debtors, which is alleged in the complaint. See Compl. As such, it is undisputed, for the purposes of this motion, that Roy and the Debtors had a business relationship. However, the Plaintiffs fail to plead that Brown Media had an ongoing business relationship with the debtors at the time of the alleged issue. At the motion to dismiss stage, a plaintiff "must specify some particular, existing business relationship through which plaintiff would have done business but for the allegedly tortious behavior." Here, the complaint fails to identify any existing business relationship between Brown Media and a third party with which the Defendants interfered. For this reason alone, Brown Media's claim fails. Further, the Plaintiffs fail to claim any specific business relationship between Brown Media and a third party. Without more than vague allegations regarding relationships between Brown Media and third parties, the claim fails to withstand a motion to dismiss. Accordingly, the Plaintiffs' tortious interference claim as it pertains to Brown Media is dismissed. Roy also failed to allege any actions taken against the Debtors by the Defendants. Roy's tortious interference claim against the Defendants is ill-founded. Both of the Plaintiffs' fraud claims also fail to successfully allege a fraud claim due to their failure to properly plead that they suffered recoverable damages. Federal district courts interpreting New York State law have held that merely asserting that the Plaintiffs "suffer[ed] damages" without particular facts as to how they were damaged do not satisfy the notice requirement of Iqbal and Twombly. For these reasons, the Defendants' motion to dismiss is granted without prejudice with respect to all claims asserted by Roy and with respect to Brown Media's tortious interference with prospective economic relations and fraud claims. The Defendants' motion to dismiss is denied with respect to Brown Media's breach of fiduciary duty claim. The Court denies without prejudice the Plaintiffs' request for leave to amend as procedurally improper, and grants the Plaintiffs leave to renew their request to file an amended complaint within 60 days of the date of this decision. A full-text copy of Judge Spatt's Memorandum Decision and Order dated Feb. 28, 2018 is available at https://is.gd/CaMs0h from Leagle.com. Brown Media Corporation & Roy E. Brown, Plaintiffs, represented by Daniel L. Abrams Law Office of Daniel L. Abrams, PLLC. K&L Gates, LLP & Edward M. Fox, Defendants, represented by Anthony C. Acampora -- AAcampora@SilvermanAcampora.com -- Silverman, Acampora LLP. About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010, and May 1, 2010. Brown Publishing disclosed $65,009,164 in assets and $102,947,175 as of the Chapter 11 filing. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. On Sept. 3, 2010, the Debtors completed the sale of substantially all of their assets. Brown Publishing sold most of its assets to Ohio Community Media LLC, which was formed by the Company's lenders, for about $21.8 million. Brown Publishing's New York newspaper group, Dan's Papers Inc., was sold to Dan's Papers Holdings LLC for about $1.8 million. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, serve as counsel for the Debtors. The Debtors also tapped Epiq Bankruptcy Solutions, LLC, as claims and noticing agent; Thomas C. Carlson as chief restructuring officer; CBIZ MHM, LLC as accountants; and Mesirow Financial Consulting, LLC, as financial advisors. The U.S. Trustee for Region 2, appointed seven members to the official committee of unsecured creditors in the Debtors' case. Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the Committee in the Debtor's case. Argus Management Corporation serves as financial advisors for the Official Committee. C HARRIS PROPERTIES: Plan Confirmation Hearing Set for April 17 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi is set to hold a hearing on April 17 to consider approval of the Chapter 11 plan of reorganization for C. Harris Properties, LLC. The hearing will be held at 10:00 a.m., at the U.S. Courthouse, Bankruptcy Courtroom 4C. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Neil Olack on March 1, set an April 3 deadline for creditors to file their objections and an April 11 deadline to submit ballots of acceptance or rejection of the plan. About C. Harris Properties C. Harris Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 17-02354) on June 29, 2017. The Debtor is represented by Eileen N. Shaffer, Esq., at Eileen N. Shaffer, Attorney at Law. On January 5, 2018, C. Harris Properties filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CAMPBELLSPORT VILLAGE, WI: S&P Alters Outlook on GO Debt to Pos. ---------------------------------------------------------------- S&P Global Ratings revised the outlook on Campbellsport Village, Wis.' general obligation (GO) debt to positive from negative. At the same time, S&P affirmed its 'BB+' long-term rating and underlying rating on the village's existing GO debt. "The positive outlook reflects our view of the village's improved debt payment administration procedures, which have resulted in no late debt service payments for the last three years," said S&P Global Ratings credit analyst Eric Harper. The village had previously made two late debt service payments, with the most recent in March 2015. The positive outlook also reflects its improved available reserves and liquidity. The bond are secured by the village's GO unlimited property tax pledge. Campbellsport, with an estimated population of 2,000, is in Fond du Lac County, about 15 miles southeast of Fond du Lac. "The positive outlook reflects our view that there is at least a one-in-three chance that we could raise the rating within the two-year outlook period," added Mr. Harper, "as the village has made full and timely debt service payments for the last three years and has strengthened its internal and external controls as they relate to debt service payment administration." S&P said, "The outlook also reflects our strengthened view of the village's budgetary flexibility and liquidity. If it were to continue making timely payments of debt service and maintain its liquidity and reserve position, we could raise the rating. However, if it failed to make full and timely debt service payments or its budgetary flexibility or liquidity were to weaken significantly, we could lower the rating." CAPROCK OIL: W. Hall's Claim Subject to Subordination, Court Rules ------------------------------------------------------------------ Caprock Oil Tools, Inc., filed a voluntary chapter 11 bankruptcy petition on April 10, 2017. Wayne Hall asserted a $1,479,870.94 unsecured proof of claim in Caprock's bankruptcy case, owed after Caprock exercised its right of repurchase of Hall's Common Stock on Feb. 13, 2015. Caprock filed an objection to the proof of claim alleging that it is subject to mandatory subordination under 11 U.S.C. section 510(b). The parties filed cross-motions for summary judgment. Upon analysis of the arguments presented, Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas granted Caprock's motion for summary judgment and denied Hall's motion for summary judgment. Hall points to a line of cases that purportedly hold that "claims based on the nonpayment of a debtor's debt obligation issued to repurchase its own stock are not subject to Section 510(b) subordination because such claims are only for the recovery of an unpaid debt." Specifically, the bankruptcy court in In re Mobile Tool Int'l, Inc. recognized that, when an equity holder exchanged its security for a partial payment and a note, section 510(b) was inapplicable. Once the equity was exchanged for notes, the court held the former equity holder’s recovery was limited to a definite amount and lost the upside of unlimited recovery, making subordination inappropriate. While this argument comports with Hall's view of the transaction, Mobile Tool is not controlling precedent on this Court. Furthermore, the court's analysis in Mobile Tool was limited to only one aspect of section 510(b)'s purpose--whether the former equity holder could experience greater profits after exchanging it for a note. This diverges from the Fifth Circuit's analysis of section 510(b)'s purpose which held "the investors initially bargained for the risk and return expectations of investors." The Fifth Circuit emphasized the initial election of the equity holder, pursuing greater return in exchange for lower priority, as a valid reason for subordinating their interest. Id. Here, Hall's interest began as Common Stock and rose and fell with the fate of Caprock. It is this initial election cited in SeaQuest, rather than subsequent events that the Court uses to determine whether subordination is appropriate under section 510(b). Hall separately echoes the argument in Mobile Tools, purporting that the lapse of two years between Caprock's repurchase of his Common Stock and its bankruptcy filing support his classification as a general unsecured creditor because his right to share in Caprock's profits was terminated. However, Hall's distinction fails to recognize the fact that, up until Caprock made its election, his Common Stock was subject to profit sharing. When purchase of the Common Stock was discussed, Caprock performed a valuation of the company and paid Hall's stock in accordance. Until the repurchase, Hall's Common Stock was tied to the fate of the company and could have yielded a far higher rate of return than his investment. This separates him from other general unsecured creditors who only expected a fixed rate of return from the beginning of their transactions. The material facts of this case are not in dispute. Caprock elected to repurchase Hall's shares of Common Stock. Under the Fifth Circuit's broad view of "arising from" established in SeaQuest, Hall's proof of claim arises from Caprock’s purchase of his Common Stock. Accordingly, Hall's claim against Caprock is subject to subordination under section 510(b). A full-text copy of Judge Isgur's Memorandum Opinion dated March 9, 2018 is available at: http://bankrupt.com/misc/txsb17-80109-118.pdf About Caprock Oil Tools CapRock Oil Tools, Inc., based in Pearland, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-80109) on April 10, 2017, and is represented by Scheef & Stone, LLP. The Office of the U.S. Trustee on May 10 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CapRock Oil Tools, Inc. CAROL ROSE: Delays Plan for Final Judgment on Claims Litigation --------------------------------------------------------------- Carol Rose, Inc., and Carol Alison Ramsay Rose request the U.S. Bankruptcy Court for the Eastern District of Texas to extend the period during which the Debtors have the exclusive right to solicit acceptances in connection with Plan for 120 days after entry of a final judgment on the claims in litigation. On Jan. 16, 2018, the Debtors filed their Joint Chapter 11 Plan of Reorganization and on Jan. 22, they filed their Joint Disclosure Statement in Support of the Plan. The current deadline for Carol Rose and Rose Inc. to solicit acceptance of their Plan is March 17, 2018 and March 18, 2018, respectively. The Court set a hearing to consider approval of the Disclosure Statement and the Motion to Extend Solicitation Period for March 27, 2018 at 9:30 a.m. Upon extension, the Debtors also ask the Court to abate the deadlines, including the Solicitation Period, relating to the approval of the Debtors' Disclosure Statement and Confirmation of the Debtors' Plan until after the Litigation is resolved so that the Debtors' Plan can provide for more accurate estimation of claims and so that the Court can as well determine the amount due the Debtors and their estates by the Aaron parties. The Debtors jointly removed certain state court litigation, to wit: (a) Carol Rose and Carol Rose, Inc. v. Lori Aaron, Phillip Aaron, Aaron Ranch and Jay McLaughlin, filed in the 235th Judicial District in Cooke County, Texas docketed as Cause No. 13-00535; and (b) Equis Equine, LLC and Elizabeth Weston v. Carol Rose, Carol Rose, Inc. d/b/a Carol Rose Quarter Horses d/b/a Carol Rose Ranch d/b/a Carol Rose Dispersal Sale, Lewis T. Stevens, Don Green, Harold Brown, Aaron Ranch, Aaron's Ranch, Inc., Lori Aaron and Phillip Aaron, filed in the 235th Judicial District in Cooke County, Texas docketed as Cause No. 15-00481. In addition, Elizabeth Weston and Equis Equine, LLC filed a complaint objecting to the dischargeability of the alleged indebtedness owed by Rose, Adv. Proc. No. 17-04131. Likewise, the Aaron Parties filed a complaint objecting to the dischargeability of the alleged indebtedness of Rose to the Aaron Parties, Adv. Proc. No. 18-04016. As set forth in the Debtors' Disclosure Statement, the outcome of the Litigation will fundamentally shape the Debtors' Plan. Class 3 of the Plan consists solely of the allowed Aaron Unsecured Claims, if any and Class 4 of the Plan consists solely of the allowed Weston Unsecured Claims, if any. The claims in both Class 3 and Class 4 are heavily disputed by the Debtors and the Debtors seek recovery of substantial claims against the Aarons, as well as full disallowance of the Disputed Unsecured Claims. Subsequently, in hearings on February 13 and March 1, the Court has set a 2-week trial on the Aaron Action, the Weston Dischargeability Action, and the Claims Objection, beginning on May 29, 2018 at 9:30 a.m. through June 1, 2018 and recommencing on June 11, 2018 at 9:30 a.m. through June 15. Based on the foregoing, the Debtors now request the Court for an extension of the exclusivity period to seek solicitation of their Plan and abatement of all related deadlines, pending resolution of the Litigation. The Debtors tell the Court that in order for them to formulate a realistic estimation of recovery for all creditors, the Aaron and Weston claims must be adjudicated because the outcome of the Aaron and Weston claim determination will not merely augment or deplete the Debtors' estate, but rather, it will fundamentally shape the Debtors' Plan. About Carol Rose Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding facility in Gainesville, Texas. It provides on-site breeding, cooled semen, embryo transfer, mare care and maintenance and foaling services. It is owned by Carol Rose, a National Reined Cow Horse Association (NRCHA) and National Reining Horse Association (NRHA) breeder. Ms. Rose is the sole director and shareholder of the Debtor. Carol Rose, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. In the petition signed by owner Carol Rose, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Brenda T. Rhoades presides over the case. Gardere Wynne Sewell LLP is the Debtor's bankruptcy counsel. The Debtor tapped Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel. CARRANO AIRCONTRACTING: Plan Outline Okayed, Plan Hearing on May 2 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey will consider approval of the Chapter 11 plan for Carrano Aircontracting, Inc. and its affiliated debtors at a hearing on May 2. The hearing will be held at 10:00 a.m., at Courtroom 8. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on March 1. The order set an April 18 deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan. About Carrano Aircontracting Inc. Carrano Aircontracting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-22252) on June 15, 2017. Steven Carrano, its president, signed the petition. At the time of the filing, the Debtor disclosed $43,600 in assets and $1.81 million in liabilities. Judge Michael B. Kaplan presides over the case. CARTHAGE SPECIALTY: U.S. Trustee Forms 3-Member Committee --------------------------------------------------------- The U.S. Trustee for Region 2 on March 16 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Carthage Specialty Paperboard, Inc. and Carthage Acquisition, LLC. The committee members are: (1) National Fiber Supply Company 303 W. Madison Street, Suite 1650 Chicago, IL 60606 Attention: Charles D. Smith, Partner Phone: (312) 307-4612 (2) Oneida Warehousing, LLC 15 Garfield Street Auburn, NY 13021 Attention: Peter J. Marshall, President Phone: (315) 255-3947 (3) United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO/CLC 60 Boulevard of the Allies, Room 807 Pittsburgh, PA 15222 Attention: Katharine J. Shaw, General Counsel Phone: (412) 562-2554 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Carthage Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/ -- is a paperboard manufacturer in Carthage, New York, serving a diverse range of markets from pulp-substitute specialty paperboard to industrial grade chipboards. Carthage Specialty Paperboard and its affiliate Carthage Acquisition, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. N.Y. Lead Case No. 18-30226) on February 28, 2018. Donald Schnackel, vice-president of finance signed the petition. At the time of the filing, Carthage Specialty disclosed that it had estimated assets and liabilities of $10 million to $50 million. Carthage Acquisition had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. CASELLA WASTE: Moody's Rates Series 2015R-2 Waste Disposal Bonds B3 ------------------------------------------------------------------- Moody's Investors Service assigned a B3 (LGD5) rating to the $15 million Finance Authority of Maine (FAME) Solid Waste Disposal Revenue Bonds Series 2015R-2 which are guaranteed by Casella Waste Systems, Inc. and all of its operating subsidiaries. All other ratings on Casella are unaffected, including the B1 Corporate Family Rating (CFR), the Ba3 senior secured credit facility ratings and the B3 ratings on all existing senior unsecured industrial revenue bonds that Casella guarantees. The rating outlook is stable. Rating Assigned: Senior Unsecured Solid Waste Disposal Revenue Bonds, FAME Series 2015R-2, at B3 (LGD5) RATINGS RATIONALE Casella's ratings reflect modest scale with a regional focus in the Northeast and margins, though improving, that fall shy of rated industry peers. Nonetheless, steady execution of strategic initiatives continue to de-risk the credit profile with debt-to-EBITDA below 4.5x (from over 6x in 2014), EBIT-to-interest approaching 2x (from below 1x at December 2015) and free cash flow of nearly $40 million for fiscal 2017. Heightened focus on operations including pricing landfill and collection operations in excess of inflation, collection route efficiencies and a revised fee structure for recycling operations continue to drive higher returns and cash flow generation. Sourcing incremental waste volumes to the company's owned-landfills continue to benefit Casella, as the Northeast US experiences a growing supply-demand disposal capacity imbalance. This is a favorable dynamic for Casella as an owner of strategically-positioned landfills. Casella's liquidity profile is good as denoted by the SGL-2 rating. Cash is likely to remain minimal, but liquidity is supported by improving free cash flow generation that is being driven by stronger margins - year-over-year pricing growth in the collection and disposal lines of business - and capital expenditures that should settle closer to the longer-term waste industry average of approximately 10% of revenues. The $160 million secured revolving credit facility had $36 million drawn at December 31, 2017 and after netting posted letters of credit, had revolving availability of approximately $100 million. With the exception of periodic usage to help fund acquisitions, Moody's expects availability to steadily increase through 2018 with the application of free cash flow to the outstanding revolver balance. The revolving facility includes standing maintenance covenants of maximum net leverage with step-downs and minimum interest coverage with a step-up. The stable outlook reflects Moody's expectations for steady revenue (3%+), margin and free cash flow growth over the next two years driven by stronger collection and disposal pricing as a result of reduced landfill capacity in the Northeast US. Projected annual free cash flow - over $40 million the next two years - is anticipated to be deployed between $20 million - $40 million of tuck-in acquisitions and debt repayment. The ratings could be upgraded following profitable expansion of the company's operating footprint beyond New England and New York along with debt-to-EBITDA trending towards the mid-3x range, free cash flow-to-debt in excess of 10% and EBIT-to-interest meaningfully sustained above 2x. The ratings could be downgraded with expectations of a decline in revenues (down 10% range) or EBITDA (less than $125 million) due to weak performance, free cash flow-to-debt falling to low-single digit levels, debt-to-EBITDA approaching 5x or a meaningfully weaker liquidity position. The principal methodology used in this rating was Environmental Services and Waste Management Companies published in June 2014. Casella Waste Systems, Inc. is a Northeast US regionally-focused (Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania) solid waste management company providing collection, transfer, disposal and recycling services. The company reported revenues of nearly $600 million for the fiscal year ended December 30, 2017. CHOWDER GAS: Seeks to Hire Dahl Law as New Legal Counsel -------------------------------------------------------- Chowder Gas and Storage Facility LLC and Lake Shore Gas Storage Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Dahl Law LLC as their new legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; assist the Debtors in negotiations with their lenders and creditors; advise them regarding any potential sale of assets or post-petition financing; prepare a plan of reorganization; and provide other legal services related to their Chapter 11 cases. Dahl Law will replace Forbes Law LLC, which has withdrawn as counsel for the Debtors. Sherri Dahl, Esq., the attorney who will be handling the case, will charge an hourly fee of $250. Her firm received a retainer of $20,000. Ms. Dahl disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sherri L. Dahl, Esq. Dahl Law LLC 12415 Coit Road Bratenahl, OH 44108 Phone: 216.235.6871 Email: SDahl@DahlLawLLC.com About Chowder Gas and Lake Shore Gas Chowder Gas and Storage Facility LLC and Lake Shore Gas Storage Inc. are natural gas storage providers based in Willoughby, Ohio. Chowder Gas and Lake Shore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 17-17245 and 17-17246) on Dec. 9, 2017. Richard M. Osborne, its managing member, signed the petitions. At the time of the filing, Chowder Gas estimated assets and liabilities of $1 million to $10 million. Lake Shore Gas estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Arthur I Harris presides over the cases. CITGO PETROLEUM: Moody's Hikes CFR to B3; Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded CITGO Petroleum Corporation's Corporate Family Rating to B3 from Caa1; its Probability of Default rating to B3-PD from Caa1-PD; and its senior secured ratings on term loans and global notes and IRB's to B3 (LGD3) from Caa1 (LGD4). The rating on Citgo Petroleum's senior secured revolving credit facility was upgraded to B2 (LGD3) from B3 (LGD4). Furthermore, Moody's upgraded CITGO Holding, Inc. (Citgo Holding)'s Corporate Family Rating to Caa1 from Caa2; and its senior secured ratings on global notes Caa1 (LGD4) from Caa2 (LGD4). In addition, Moody's withdrawn Citgo Holding's senior secured term loan B due 2018 as is no longer outstanding. The ratings outlook for Citgo Petroleum and Holding was changed to stable from negative. Ratings upgraded: Issuer: Citgo Petroleum Corporation -- Corporate Family Rating to B3 from Caa1 -- Probability of Default rating to B3-PD from Caa1-PD -- Senior Secured Global Notes due 2022 to B3 (LGD3) From Caa1 (LGD4) -- Senior Secured Term Loan B due 2021 to B3 (LGD3) From Caa1 (LGD4) -- Senior Secured Revolving Credit Facility due 2019 to B2 (LGD3) From B3 (LGD4) Issuer: Gulf Coast Industrial Development Authority -- Senior Unsecured Industral Revenue Bonds IRB's to B3 (LGD3) From Caa1 (LGD4) Issuer: Illinois Development Finance Authority -- Senior Unsecured Industral Revenue Bonds IRB's to B3 (LGD3) From Caa1 (LGD4) Issuer: Citgo Holding Inc. -- Corporate Family Rating to Caa1 from Caa2 -- Senior Secured Global Notes due 2020 to Caa1 (LGD4) from Caa2 (LGD4) -- Probability of Default Rating Assigned at Caa1-PD -- Senior Secured Term Loan B due 2018, withdrawn, previously rated Caa2 (LGD4) Outlook Actions: Issuer: Citgo Petroleum Corporation -- Outlook, Changed To Stable From Negative Issuer: Citgo Holding Inc. -- Outlook, Changed To Stable From Negative RATINGS RATIONALE Although Moody's downgraded the ratings on Petroleos de Venezuela, S.A. (PDVSA) to C from Ca on March 14, 2018, the upgrades on the ratings of Citgo Petroleum and Citgo Holding were based on Moody's view that current ratings better reflect the credit risk that derives from continued deterioration in the business and financial profile of their ultimate parent company, PDVSA. Bondholders at Citgo Petroleum and Citgo Holding, both domiciled in the US, are protected with security packages and restrictions related to increase in debt leverage, dividend payments, asset sales, and new business associations, among other. In addition, the companies' refineries continue to generate good financial results, fund capital spending internally, maintain a solid liquidity profile and access to capital markets, including cash and committed bank facilities. However, Moody's notes that both companies lack independent boards, with members and senior management appointed by PDVSA. The ratings of the senior secured credit facility and other classes of debt reflect their priority claim under Moody's Loss Given Default methodology. CITGO Petroleum Corporation's senior secured revolving credit facility is rated one notch higher than its Corporate Family Rating because of its priority claim to certain assets of the company. The remaining debt for both companies is rated at the same level as the Corporate Family Ratings. PDVSA is the ultimate controlling shareholder of Citgo Petroleum and Citgo Holding. Citgo Petroleum Corporation, based in Delaware, US, is an independent refining company with 749,000 bpd of capacity in three large refineries that have good logistical and market positions in the US Gulf Coast and Midwest markets. Citgo Petroleum is a wholly owned subsidiary of PDVSA, the state oil company of Venezuela. As of September 2017, Citgo Petroleum reported assets and EBITDA of $7.9 billion and $1.3 billion, respectively. Citgo Holding, Inc, based In Delaware, US, is holding company with no direct operations and no significant assets other than its ownership of 100% of the capital stock of Citgo Petroleum Corporation and 100% of the limited liability company interests of Citgo Holding Terminals, Southwest Pipeline Holding and Midwest Pipeline Holding, all operating companies. The principal methodology used in these ratings was Refining and Marketing Industry published in November 2016. CKSB LLC: Taps Sheila Esmaili as Legal Counsel ---------------------------------------------- CKSB, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Sheila Esmaili as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the administration of the Debtor's assets and liabilities; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. Sheila Esmaili, Esq., and Eliza Ghanooni, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $350. Law clerks and paralegals will charge $200 per hour. Ms. Esmaili received a retainer in the sum of $30,000 from the Debtor's managing member Muhammad Atta. The retainer does not include the filing fee of $1,717, which was directly paid to her associate counsel Ms. Ghanooni. Ms. Esmaili disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheila Esmaili, Esq. Law Offices of Sheila Esmaili 11601 Wilshire Blvd., Suite 500 Los Angeles, CA 90025 Tel: 310.734.8209 E-mail: selaw@bankruptcyhelpla.com About CKSB, LLC CKSB, LLC, listed its business 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 295 N. Waterman Ave San Bernardino, CA 92408, valued by the Company at $2.80 million. CKSB, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-10893) on Feb. 5, 2018. In the petition signed by Muhammad N. Atta, managing member, the Debtor disclosed $2.80 million in total assets and $4.43 million in total liabilities. CLAIRE'S STORES: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Claire's Stores, Inc. aka Icing Outlet aka Icing by Claire's aka Afterthoughts aka Claire's Etc. aka Claire's aka Claire's Club aka Claire's Accessories aka Icing Ice aka The Icing aka Icing aka Claire's Outlet aka Claire's Boutiques 2400 West Central Road Hoffman Estates, IL 60192 Type of Business: Claire's Stores, Inc., together with its seven Debtor and 33 non-Debtor affiliates, is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. http://www.clairestores.com/ Chapter 11 Petition Date: March 19, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Claire's Stores, Inc. (Lead) 18-10584 Claire's Inc. 18-10583 Claire's Puerto Rico Corp. 18-10585 CBI Distributing Corp. 18-10586 Claire's Boutiques, Inc. 18-10587 Claire's Canada Corp. 18-10588 BMS Distributing Corp. 18-10589 CSI Canada LLC 18-10590 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' General Counsel: Ray C. Schrock, P.C. Matthew S. Barr, Esq. Ryan Preston Dahl, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: ray.schrock@weil.com matt.barr@weil.com ryan.dahl@weil.com Debtors' Local Counsel: Zachary I. Shapiro, Esq. Brendan J. Schlauch, Esq. Brett M. Haywood, Esq. Daniel J. DeFranceschi, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 910 N. King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: shapiro@rlf.com schlauch@rlf.com haywood@rlf.com defranceschi@rlf.com Debtors' Restructuring Advisors: FTI CONSULTING 227 West Monroe Street, Suite 900 Chicago, Illinois 60606 Web site: http://www.fticonsulting.com Debtors' Investment Banker: LAZARD FRERES & CO. LLC 300 North LaSalle Street Chicago, Illinois 60654 Debtors' Claims, Noticing & Solicitation Agent: PRIME CLERK LLC 830 Third Avenue, 9th Floor New York, New York 10022 Web site: https://cases.primeclerk.com/claires Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by Scott E. Huckins, executive vice president and chief financial officer. A full-text copy of Claire's Stores, Inc.'s petition is available for free at http://bankrupt.com/misc/deb18-10584.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon $216.7M 7.750% $221,544,495 101 Barclay Street Senior Unsecured New York, NY 10286 Notes Studex Corp. Trade Payable $8,899,178 521 Rosecrans Avenue Gardena, CA 90248-1514 Tel: (800) 478-8339 Popsockets Trade Payable $1,853,526 3033 Sterling Circle Boulder, CO 80301 Tel: (303) 223-6922 Ty Inc. Trade Payable $1,721,801 280 Chestnut Avenue Westmont, IL 60559 Tel: (630) 432-3461 MGA Entertainment Inc. Trade Payable $598,136 16300 Roscoe Blvd Van Nuys, CA 91406 Tel: (818) 894-2525 Aptos - UK Trade Payable $426,730 St. John's Court, Easton Street High Wycombre Bucks HP11 1 JX UK FedEx Trade Payable $359,911 P.O. Box 94515 Palatine, IL 60094-4515 Tel: (800) 622-1147 Expeditors Trade Payable $338,347 P.O. Box 66448 Chicago, IL 60666 Tel: (630) 595-3770 Wowwee Group Limited Trade Payable $248,488 Viff Accessories Trade Payable $233,804 Enesco LLC Trade Payable $220,428 Jakks Pacific Parkway Trade Payable $219,000 Pretty Woman, LLC Trade Payable $196,560 Animal Adventure, LLC Trade Payable $182,881 The Retail Property Trust Rent/Lease $175,670 Obligation Edge Accessories Ltd. Trade Payable $161,427 Warehouse Direct, Inc. Trade Payable $149,070 Eyesquared Trade Payable $132,287 Trade Global, LLC Trade Payable $127,758 Wish Factory Trading Trade Payable $116,538 Nest International Inc. Trade Payable $112,064 Inspired Thinking Group Trade Payable $109,756 Fiona Cuff Trade Payable $104,562 Simon Property Group, LP Rent/Lease $102,906 Obligation GGP Limited Partnership Rent/Lease $96,883 Obligation Verity Hoskins Products Trade Payable $92,068 Skinnydip Limited Trade Payable $84,968 Capitol Light Trade Payable $77,575 Lennox Industries, Inc. Trade Payable $73,620 Disney Consumer Products, Inc. Trade Payable Unknown CLAIRE'S STORES: Files for Bankruptcy in Delaware ------------------------------------------------- Claire's Stores, Inc. said Monday it is pursuing a financial restructuring to eliminate a substantial portion of debt from the Company's balance sheet and position Claire's for long-term success pursuant to a chapter 11 reorganization process commenced in the United States Bankruptcy Court for the District of Delaware by Claire's and certain of its U.S. affiliates. Claire's international subsidiaries are not part of the Company's U.S. chapter 11 filings. The Company's management is confident that, through the restructuring process, Claire's will cement its position as one of the world's leading specialty retailers of fashionable jewelry, accessories, and beauty products for young women, teens, "tweens" and kids for many years to come. Unlike other retailers that have come before it, Claire's has commenced its restructuring process from a position of unique operational strength: * The Company expects to report adjusted EBITDA for FY2017 (on a 52-week basis) of approximately $212 million, up nearly 13% from FY2016. A reconciliation of net income to adjusted EBITDA is included in this release. * The Company expects to report an adjusted EBITDA margin for FY2017 (on a 52-week basis) of approximately 16.1%, up nearly 170 basis points from FY2016. * The Company expects to report net sales and net income for FY2017 (on a 52-week basis) of approximately $1,318 million and $29 million, respectively. * Claire's is growing, not shrinking, its business. The Company expects its concessions business to grow by more than 4,000 stores in 2018. * Claire's continues to be the world's leading ear piercer, having pierced over 100,000,000 ears worldwide, and approximately 3,500,000 ears in FY2017 in the United States alone. The Company's iconic ear piercing services are unmatched and cannot be replicated online. * The Company is utilizing the chapter 11 process to effectuate a balance sheet—not an operational—restructuring. * The Company is current on payments to its trade vendors, and has ample liquidity to maintain strong partnerships with its domestic and non-domestic suppliers, including by making timely payments on customary trade terms. * The Company has obtained $135 million in debtor-in-possession (DIP) financing commitments, including an asset-based lending facility and a term loan from Citigroup Global Markets Inc. ("Citi"). * The Company's restructuring efforts are supported by holders of approximately 72% of the Company's First Lien Debt, 8% of its Second Lien Notes, and 83% of its Unsecured Notes. The Company has commenced its restructuring process having executed a Restructuring Support Agreement with its Ad Hoc Group of First Lien Creditors led by Elliott Management Corporation and Monarch Alternative Capital LP that collectively holds approximately 72% of the Company's First Lien Debt, 8% of its Second Lien Notes, and 83% of its Unsecured Notes. Pursuant to the transactions contemplated by the RSA, members of the Ad Hoc Group of First Lien Creditors have agreed to provide the Company with approximately $575 million of new capital, including financing commitments for a new $75 million asset-based lending facility, a new $250 million first lien term loan, and $250 million as a preferred equity investment. With these commitments in place, Claire's expects to complete the chapter 11 process in September 2018, emerge with over $150 million of liquidity, and reduce its overall indebtedness by approximately $1.9 billion. "This transaction substantially reduces the debt on our balance sheet and will enhance our efforts to provide the best possible experience for our customers," said Ron Marshall, Claire's Chief Executive Officer. Mr. Marshall continued, "We will complete this process as a healthier, more profitable company, which will position us to be an even stronger business partner for our suppliers, concessions partners, and franchisees." Claire's expects to operate its business in the ordinary course during its restructuring process, and its Claire's(R) and Icing(R) locations worldwide will continue to provide their customers with the assortment of products and quality of service they have come to expect to find in the Company's stores. In connection with its restructuring, the Company has filed a series of customary motions seeking court approval of the Company's honoring wage-, benefits-, and critical- and foreign-vendor-related claims. Cash flows from operations, coupled with the RSA and the Company's fully-underwritten $135 million DIP facility from Citi, will provide Claire's with ample liquidity to enter into, operate within, and emerge from chapter 11 seamlessly. Lazard Frères & Co. LLC is serving as investment banker to Claire's; FTI Consulting, Inc. is serving as restructuring advisor to Claire's; Hilco Real Estate, LLC is serving as real estate advisor to Claire's; and Weil, Gotshal & Manges LLP is serving as legal counsel to Claire's. The Ad Hoc First Lien Group is represented by Willkie Farr & Gallagher LLP and Millstein & Co. The Company's claims and noticing agent is Prime Clerk LLC About Claire's Hoffman Estates, Illinois-based Claire's -- http://www.clairestores.com/-- is one of the world's leading specialty retailers of fashionable jewelry and accessories for young women, teens, "tweens," and girls ages 3 to 35. The Company operates through its two store brand names: Claire's(R) and Icing(R). The Company sells its products in over 7,500 locations in 45 countries around the world, through Company-owned stores, concessions, and franchise locations. The Company has been piercing ears since 1978, and has pierced over 100 million ears worldwide. CLAIRE'S STORES: Obtains $135 Million DIP Facility from Citigroup ----------------------------------------------------------------- Citigroup Global Markets Inc. has agreed to provide Claire's Stores, Inc.: (i) a senior secured superpriority non-amortizing asset-based revolving facility in an aggregate principal amount of $75,000,000 -- DIP ABL Loan -- with up to $10,000,000 of the DIP ABL Loan available for the issuance of standby letters of credit; and (ii) a superpriority senior secured last-out term facility in an aggregate principal amount of $60,000,000, pursuant to a commitment letter dated as of March 11, 2018 by and among the Company and Citi. The DIP Facilities will be guaranteed on a joint and several basis by Claire's Inc., a Delaware corporation, BMS Distributing Corp., a Delaware corporation, CBI Distributing Corp., a Delaware corporation, Claire's Boutiques, Inc., a Colorado corporation, Claire's Canada Corp., a Delaware corporation, Claire's Puerto Rico Corp., a Delaware corporation and CSI Canada LLC, a Delaware limited liability company. The proceeds of the DIP ABL Loan will be used to refinance all outstanding obligations and replace commitments under the ABL Credit Agreement, including cash collateralization of those letters of credit prior issued, outstanding and undrawn as of the closing date of the DIP Facilities; and to pay fees, costs and expenses incurred in connection with the DIP Facilities, and the proceeds of the DIP Facilities will be used for working capital and general corporate purposes and to fund certain fees payable to professional service providers in connection with prosecuting the Chapter 11 Cases. The DIP Facilities will mature, subject to the satisfaction of certain conditions, on the earliest of (i) the one year anniversary of the DIP Closing Date, (ii) the effective date of a plan of reorganization, (iii) the date of closing of a sale of all or substantially all of the Company's assets pursuant to Section 363 of the Bankruptcy Code, (iv) the date on which acceleration of the outstanding loans, and the terminations of the commitments, under the DIP Facilities and (v) certain dates specified in connection with the Chapter 11 Cases and orders issued in connection therewith. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement led by Zachary I. Shapiro, Brendan J. Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq. FTI CONSULTING is the Debtors' restructuring advisors. LAZARD FRERES & CO. LLC is the investment banker. PRIME CLERK is the claims agent. CLAIRE'S STORES: Says Apollo, Lenders Pledge $575M in New Money --------------------------------------------------------------- Claire's Stores, Inc. and its debtor-affiliates entered into a Restructuring Support Agreement, dated as of March 19, 2018, in connection with the commencement of their Chapter 11 Cases. The non-debtor parties to the RSA are: * Apollo Global Management, LLC, the Debtors' equity sponsor; and * certain unaffiliated holders of first lien debt issued by the Company -- Initial Consenting Holders -- including: (i) lenders under the ABL Credit Agreement, effective as of September 20, 2016, by and between the Company, as borrower, the guarantors party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto; (ii) lenders under the Second Amended and Restated Credit Agreement, effective as of September 20, 2016, by and between the Company, as borrower, the guarantors party thereto, Credit Suisse, as administrative agent, and the lenders party thereto; (iii) lenders under the Term Loan Credit Agreement, dated as of September 20, 2016, by and between the Company, as borrower, Wilmington Trust, National Association, as administrative agent and collateral agent, the guarantors party thereto, and the lenders party thereto; (iv) holders of 9.00% Senior Secured First Lien Notes due 2019 issued pursuant to the Senior Secured First Lien Notes Indenture, dated as of February 28, 2012, between the Company -- the permitted successor to Claire's Escrow II Corporation -- as issuer, the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent; (v) holders of 6.125% Senior Secured First Lien Notes due 2020 issued pursuant to the Senior Secured First Lien Notes Indenture, dated as of March 12, 2013, between the Company, as issuer, the guarantors party thereto, and Bank of New York, as trustee and collateral agent; (vi) holders of 8.875 % Senior Notes due 2020 issued pursuant to the Senior Secured Second Lien Notes Indenture, dated as of March 4, 2011, between the Company -- the permitted successor to Claire's Escrow II Corporation -- as issuer, the guarantors party thereto, and Bank of New York, as trustee and collateral agent; and (vii) holders of 7.775% Senior Notes Due 2020 issued pursuant to the Senior Notes Indenture, dated as of May 14, 2013 between the Company, as issuer, the guarantors party thereto, and Bank of New York, as trustee. As set forth in the Restructuring Support Agreement, the parties to the Restructuring Support Agreement have agreed to the principal terms of a proposed financial restructuring of the Debtors, which will be implemented through a pre-negotiated plan of reorganization in conjunction with the Chapter 11 Cases. The Restructuring Support Agreement provides, among other things, that the Ad Hoc First Lien Group and the Sponsor shall enter into a backstop agreement in an amount of up to $575 million, comprised of: $75,000,000 in new exit ABL revolver, $250,000,000 in new first lien exit term loan, and up to a $250,000,000 investment in the reorganized company in the form of preferred stock. Terms for the New ABL Revolver will be on terms consistent with this Term Sheet and otherwise reasonably acceptable to the Company and the Requisite Consenting Creditors and shall provide that: -- the New ABL Revolver shall be secured by a first lien on assets constituting ABL Priority Collateral (as defined in that certain [ABL] Intercreditor Agreement, dated as of September 20, 2016) and a second lien on all other assets with respect to the New First Lien Term Loan; and -- the New ABL Revolver will (i) mature 4 years after the Effective Date, (ii) bear interest at L+350 bps with no floor, payable in cash quarterly, and (iii) include an undrawn commitment fee 0.75%. The New First Lien Term Loan will (i) mature 20 years from the Effective Date and (ii) bear interest at L+725 bps with a 1.5% LIBOR floor per annum, payable in cash quarterly. The full principal amount of the New First Lien Term Loan will be due at maturity, and have no amortization. The New First Lien Term Loan will include a make-whole redemption provision, subject to waiver by two-thirds supermajority of holders of the New First Lien Term Loan, which shall be owed and payable upon a change of control, merger, sale of all or substantially all assets, acceleration, default, bankruptcy, insolvency, redemption or prepayment whether mandatory or at the reorganized Company's option. The "Make-Whole Premium" means, as of any date on which the New First Lien Term Loan is repaid or prepaid, the greater of (i) 1.0% of the principal amount of the New First Lien Term Loan and (ii) the excess of (A) the present value at such date of redemption of (1) the principal amount of the New First Lien Term Loan, plus (2) all remaining required interest payments (assuming that the rate of interest will be equal to (x) the U.S. dollar interest rate swap rate with a duration most nearly equal to the then remaining term of New First Lien Term Loan to the Maturity Date (as quoted by Bloomberg) plus 7.25% per annum or (y) if such rate in clause (x) is not available, the rate of interest applicable to the New First Lien Term Loan on the date that is two (2) business days prior to the date on which the notice of prepayment is delivered) due on the New First Lien Term Loan through the Maturity Date (excluding accrued but unpaid interest to the date of repayment or prepayment), computed using a discount rate equal to the applicable treasury rate plus 50 basis points, over (B) the principal amount of the New First Lien Term Loan. The Consenting Lenders and Apollo will support a rights offering through which holders of First Lien Claims that are qualified institutional buyers and/or accredited investors will receive rights to participate, in the New Money Investment. The Initial Consenting Creditors and the Sponsor (together, the "Backstop Parties") have agreed to purchase any and all of the New Money Investment not subscribed in the Rights Offering. Pursuant to the terms of the Restructuring Support Agreement, each creditor party thereto from time to time, has agreed, among other things, subject to certain conditions, to (i) use commercially reasonable efforts to support the comprehensive restructuring of the existing debt and other obligations of the Debtors (the "Restructuring") and all transactions contemplated by the Restructuring Support Agreement, in accordance with certain milestones for the Chapter 11 Cases; (ii) vote to accept the Plan; (iii) use its commercially reasonable efforts to consent to actions contemplated by the Restructuring Support Agreement or otherwise required to be taken to effectuate the Restructuring; (iv) not negotiate or participate in any plan of reorganization or liquidation, proposal, term sheet, offer, transaction, dissolution, winding up, liquidation, reorganization, refinancing, recapitalization, restructuring, merger, consolidation, business combination, joint venture, partnership, sale of material assets or equity involving the majority of the Company's or one or more of its controlled subsidiaries' equity, assets or liabilities, other than the Restructuring; and (v) not enter into any other restructuring or similar agreement with respect to the Restructuring that would be inconsistent with the Restructuring Support Agreement without the consent of the Company. The terms of the Restructuring Support Agreement and the RSA Term Sheet are subject to approval by the Court, among other conditions. Accordingly, no assurance can be given that the transactions described herein will be consummated. Any new securities to be issued pursuant to the restructuring transaction have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Consenting Creditors are represented by: Matthew A. Feldman, Esq. Brian S. Lennon, Esq. Daniel I. Forman, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: mfeldman@willkie.com blennon@willkie.com dforman@willkie.com - and - MILLSTEIN & CO., LLC Apollo may be reached at: Lance Milken John Suydam APOLLO MANAGEMENT HOLDINGS, L.P. 9 West 57th Street New York, NY 10019 Telephone: (212) 515-3200 E-mail: milken@apollolp.com suydam@apollolp.com and is represented by: Jeffrey D. Saferstein, Esq. Facsimile: (212) 373-3000 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Email: jsaferstein@paulweiss.com A copy of the RSA is available at https://is.gd/2TZwTp * * * The Company said the commencement of the Chapter 11 Cases constitutes an event of default that accelerated the Debtors' obligations under these debt instruments: * $71.0 million in outstanding aggregate principal amount under the ABL Credit Agreement; * $32.3 million in outstanding aggregate principal amount under the First Lien Term Loan; * $1.125 billion in outstanding aggregate principal amount under the 9.00% First Lien Notes Indenture; * $210.0 million in outstanding aggregate principal amount under the 6.125% First Lien Notes Indenture; * $222.3 million in outstanding aggregate principal amount under the Claire's 2L Notes Indenture; and * $216.7 million in outstanding aggregate principal amount under the Unsecured Notes Indenture. The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases the principal and interest due thereunder shall be immediately due and payable. The Company said any efforts to enforce the payment obligations under the Debt Instruments are automatically stayed as a result of the commencement of the Chapter 11 Cases, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement led by Zachary I. Shapiro, Brendan J. Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi. FTI CONSULTING is the Debtors' restructuring advisors. LAZARD FRERES & CO. LLC is the investment banker. PRIME CLERK is the claims agent. CLAIRE'S STORES: Says Cortland Offered to Provide DIP Loan ---------------------------------------------------------- Claire's Stores, Inc. disclosed that on February 2, 2018, the Company entered into confidentiality agreements with each of the Ad Hoc First Lien Holders. Additionally, as part of its preparation to commence the Chapter 11 Cases, the Company entered into certain confidentiality agreements with alternative potential providers of debtor-in-possession financing, including the lender under the Credit Agreement dated as of January 5, 2017, among Claire's (Gibraltar) Intermediate Holdings Limited ("CGIH") and Claire's Germany GMBH, as borrowers, the guarantor parties thereto, Botticelli LLC, as administrative agent, Cortland Capital Market Services LLC, as collateral agent, and the Gibraltar Lender. Pursuant to the NDAs, the Ad Hoc First Lien Holders and the Potential Lenders have been provided with confidential information regarding the Debtors and their businesses. On March 11, 2018, Claire's (Gibraltar) Holdings Limited, CGIH and the Gibraltar Lender executed a commitment to amend certain provisions of the Gibraltar Intermediate Secured Term Loan. A copy of the Amendment is available at https://is.gd/mnIEby Also on March 11, 2018, the Gibraltar Lender provided a commitment to provide the Company with debtor-in-possession financing, which commitment is set to expire on the first business day that is at least three calendar days after the commencement of the Chapter 11 Cases. However, no agreement was executed by the Company with the Gibraltar Lender to provide such debtor-in-possession financing, which was offered at an interest rate that is higher than as provided under the DIP Facilities being provided pursuant to the DIP Commitment Letter the Company executed with Citigroup on March 11, 2018. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement led by Zachary I. Shapiro, Brendan J. Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi. FTI CONSULTING is the Debtors' restructuring advisors. LAZARD FRERES & CO. LLC is the investment banker. PRIME CLERK is the claims agent. CLAIRE'S STORES: Targets Bankruptcy Exit by Mid-September --------------------------------------------------------- Claire's Stores, Inc., has sought Chapter 11 bankruptcy protection with a soon-to-be-filed pre-negotiated plan of reorganization negotiated with its first lien lenders and equity sponsor, Apollo Global Management LLC. The Debtors have finalized and executed a restructuring support agreement with members of the Ad Hoc First Lien Group and Apollo, which RSA outlines the material terms of a plan of reorganization for the Debtors. The Ad Hoc First Lien Group, which represents holders of over 72% of the Company's first lien debt, 8% of the Second Lien Notes, and 83% of the Unsecured Notes, has agreed to support confirmation of the Pre-negotiated Plan. Among other things, the transactions contemplated by the Plan Term Sheet will substantially deleverage the Debtors' capital structure and bring the Debtors' otherwise healthy business into alignment with its operating environment. The Pre-negotiated Plan provides for (i) a new money investment of up to $575 million, comprised of (a) a $75 million new exit ABL revolving credit facility, (b) a $250 million new exit first lien term loan, and (c) up to $250 million of preferred stock or equity interests in the reorganized Debtors; and (ii) a substantial reduction of the Company's existing funded debt. The Pre-negotiated Plan and the commencement of these pre-negotiated chapter 11 cases are milestone achievements that will benefit the Debtors and all of their stakeholders. The transactions contemplated by the Plan Term Sheet provide for a comprehensive balance-sheet restructuring, effort to right-size the Debtors' footprint, preserve the going-concern value of the Claire's Group's businesses, and protect the jobs of thousands of the Debtors' employees. The Debtors are scheduled to file their Chapter 11 Plan in April. The RSA does not indicated the projected recovery for holders of unsecured creditors. The RSA states that the Plan will provide that each holder of (i) first lien claims (on account of deficiency claims), (ii) second lien claims, (iii) unsecured notes claims and (iv) allowed general unsecured claims will receive its pro rata distribution from a cash pool. The RSA has blanks as to the amount of the cash pool. The RSA contains an affirmative "go-shop" provision, pursuant to which the Debtors are permitted to affirmatively solicit, develop, and negotiate a "Payout Event" under the RSA. The RSA also contains a customary "fiduciary out" provision. As used in the RSA, a "Payout Event" means a chapter 11 plan, other than the Pre-negotiated Plan, providing for the (i) indefeasible payment in full in cash, including any accrued but unpaid interest (including postpetition interests at the default contract rate), of (a) all of the First Lien Claims (as defined in the RSA) and (b) all claims arising under (1) the Debtors' proposed debtor-in-possession financing facility (the "DIP Facility"), (2) the CLISP Term Loan, (3) the Gibraltar Secured Term Loan, (4) the Gibraltar 2019 Unsecured Term Loan, and (5) the Gibraltar 2021 Unsecured Term Loan; and (ii) treatment of all other claims against the Company on terms that are not less favorable than as provided in the Plan Term Sheet. The RSA also does not require the Debtors to seek Court approval of any backstop commitment or break-up fees outside of the plan confirmation process. Upon termination of the RSA, including for the purpose of consummating a Payout Event, the Debtors will be required to pay the Backstop Parties (as defined in the RSA) a break-up fee in the amount of $38.75 million. Unless the RSA is otherwise terminated prior thereto, the Debtors intend to solicit votes on the Pre-negotiated Plan in or around mid-June 2018. The Debtors intend to prosecute their chapter 11 cases in a measured, but efficient manner. The terms of the RSA reflect that intention. Specifically, the RSA establishes this timeline for these chapter 11 cases (subject to the Court's calendar): Milestones Date ---------- ---- Commencement Date March 19, 2018 Entry of Interim DIP Order March 26, 2018 File the New Money Backstop Commitment Agreement 7 days after hearing to consider the Debtors' First Day Motions File Pre-negotiated Plan, Disclosure Statement, and motion for approval of the Disclosure Statement, the rights offering procedures, and the solicitation procedures April 9, 2018 Entry of Final DIP Order May 3, 2018 Entry of Disclosure Statement Order June 4, 2018 Commence Rights Offering and solicitation of votes on Pre-negotiation Plan 7 calendar days after entry Of Disclosure Statement Order Entry of Confirmation Order 75 calendar days after entry of entry of Disclosure Statement Order Effective Date of Pre-negotiated Plan Sept. 14, 2018 The Debtors believe that conducting their chapter 11 cases with alacrity is essential to preserving and maximizing the going-concern value of their estates. Both the Debtors and the Ad Hoc First Lien Group are aligned in their support of an efficient balance sheet restructuring that minimizes the impact to the Company's operations, vendors, and employees. The proposed timeline for these chapter 11 cases appropriately balances the Debtors' need to complete their restructuring process quickly and their need to sufficiently test value in the market. Prepetition Capital Structure As of the Commencement Date, the Claire's Group's prepetition capital structure includes approximately $2.1 billion in funded debt: ($ millions) Debt Instrument (Aggregate Principal) Funded Debt ------------------------------------- ----------- Prepetition ABL Credit Facility $71.0 Prepetition Revolving Credit Facility -- Prepetition LC Facility 1.3 First Lien Term Loan 32.3 9.000% First Lien Notes 1,125.0 6.125% First Lien Notes 210.0 ----------- Total First Lien Debt $1,438.3 Second Lien Notes 222.3 Unsecured Notes 216.7 ----------- Total Debtor Funded Debt $1,878.7 Non-Debtor Obligations ---------------------- CLSIP Term Loan $105.0 Gibraltar Secured Term Loan 51.5 Gibraltar 2019 Unsecured Term Loan 40.0 Gibraltar 2021 Unsecured Term Loan 48.5 ----------- Total Non-Debtor Funded Debt $245.0 ----------- Total Claire's Group Funded Debt $2,122.4 Credit Suisse AG, Cayman Islands Branch, is administrative agent under the ABL Facility. Credit Suisse is administrative agent under the Prepetition Revolving Credit Facility. Wilmington Trust, National Association is administrative and collateral agent under the First Lien Term Loan. Credit Suisse, is issuer and collateral agent under the Prepetition Letter of Credit Facility. The Bank of New York Mellon Trust Company, N.A., is indenture trustee and collateral agent under the 9.00% First Lien Notes, the 6.125% Senior Secured First Lien Notes, the 8.875% Second Lien Notes, and 7.750% senior unsecured notes. Wilmington Trust, is the administrative and collateral agent for the CLSIP Term Loan. Botticelli LLC, is administrative agent, and Cortland Capital Markets Services LLC, is collateral agent for the Gibraltar Secured Term Loan. Credit Suisse is administrative agent for the Gibraltar 2019 Unsecured Term Loan. Wilmington Trust is administrative agent for the Gibraltar 2021 Unsecured Term Loan. First Day Motions Contemporaneously herewith, the Debtors have filed with the Court motions seeking orders granting various forms of relief intended to stabilize the Debtors' business operations, facilitate the efficient administration of these chapter 11 cases, and expedite a swift and smooth restructuring of the Debtors' capital structure. A hearing on the Debtors' First Day Motions will be held on March 20, 2018 at 11:30 a.m. (ET). The First Day Motions include: * Motion of Debtors for Entry of Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Adequate Protection, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief; * Motion of Debtors for Entry of Order (I) Authorizing Debtors to File Under Seal Fee Letter Related to Proposed Debtor-in-Possession Financing, (II) Restricting Access to the Fee Letter, and (III) Granting Related Relief; * Motion of Debtors for Entry of Order (I) Authorizing Debtors to (A) Continue Participating in Existing Cash Management System and Using Bank Accounts and Business Forms, and (B) Continue Intercompany Transactions, (II) Providing Administrative Expense Priority for Postpetition Intercompany Claims, and (III) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Pay Prepetition Wages, Salaries, Reimbursable Expenses, and Other Obligations on Account of Compensation and Benefits Programs, and (B) Continue Compensation and Benefits Programs, and (II) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to Pay Certain Prepetition Obligations to Critical Vendors and (II) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to Pay Certain Prepetition Obligations to Foreign Vendors and (II)Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to Pay Certain Prepetition Taxes and Fees, and (II) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing Debtors to (A) Continue to Maintain Their Insurance Policies and Programs, and (B) Honor All Insurance Obligations, and (II) Granting Related Relief; * Motion of Debtors for Entry of Order (I) Authorizing Debtors to Pay Certain Prepetition Claims of (A) Shippers and Lienholders, and (B) 503(b)(9) Claimants, (II) Confirming Administrative Expense Priority of Undisputed and Outstanding Prepetition Orders, and (III) Granting Related Relief; * Motion of Debtors for Entry of Order (I) Authorizing Debtors to (A) Maintain and Administer Prepetition Customer Programs, Promotions, and Practices, (B) Pay and Honor Related Prepetition Obligations, and (II) Granting Related Relief; * Motion of Debtors for Entry of Interim and Final Orders (I) Approving Debtors' Proposed Form of Adequate Assurance of Payment to Utility Providers, (II) Establishing Procedures for Determining Adequate Assurance of Payment for Future Utility Services, (III) Prohibiting Utility Providers from Altering, Refusing, or Discontinuing Utility Service, (IV) Authorizing the Debtors to Honor Obligations to Payment Processors in the Ordinary Course of Business, and (V) Granting Related Relief; * Motion of Debtors for Entry of Order Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Interests in the Debtors and Claiming a Worthless Stock Deduction; and * Application of Debtors for Appointment of Prime Clerk LLC as Claims and Noticing Agent Nunc Pro Tunc to the Commencement Date. The First Day Motions seek authority to, among other things, obtain postpetition financing, honor employee-related wages and benefits obligations, pay claims of certain vendors and suppliers critical to the Debtors' business operations, and ensure the continuation of the Debtors' cash management system and other operations in the ordinary course of business with as minimal interruption as possible on account of the commencement of the chapter 11 cases. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and seven affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the engagement led by Zachary I. Shapiro, Brendan J. Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi. FTI CONSULTING is the Debtors' restructuring advisors. LAZARD FRERES & CO. LLC is the investment banker. PRIME CLERK is the claims agent. CNX RESOURCES: Moody's Assigns B3 Rating to New Sr. Sec. Notes -------------------------------------------------------------- Moody's Investors Service assigned a B3 (LGD5) rating to CNX Resources Corporation (CNX) proposed senior unsecured notes. CNX's B1 Corporate Family Rating (CFR), other ratings and stable outlook are unaffected by this action. "CNX debt issuance will improve the company's maturity profile," commented Elena Nadtotchi, Moody's Vice President - Senior Credit Officer RATINGS RATIONALE The new senior unsecured notes are rated B3, the same rating as CNX's existing notes and two notches below the company's B1 CFR in accordance with Moody's Loss Given Default methodology. The notes will be guaranteed by the operating subsidiaries of CNX, that also guarantee the company's $2.1 billion secured revolving credit facility. The notching reflects the size of the revolver's potential secured claim to the company's assets relative to the amount of senior notes outstanding. The company intends to use the proceeds from the placement of the new notes to fund tender offer for its existing senior unsecured notes. CNX's B1 CFR reflects Moody's expectation that the company will deliver investment led production growth from its substantial natural gas reserve base and improve its leverage profile in 2018. Moody's also expects CNX to maintain a balanced approach in managing returns to shareholders, including repurchasing of shares, and to keep to its targeted level of deleveraging with debt/EBITDA declining to below 3x in 2018. The B1 CFR is underpinned by CNX's large footprint and its significant natural gas resource base in the prolific Marcellus and Utica shale plays, strong organic production and reserves growth prospects over the next several years, good liquidity and its substantial hedge book. The rating also considers the risks of CNX's single basin concentration in Appalachia, subjecting its natural gas production to significant basis differentials and relatively weak margins. The company's negative free cash flow generation and share repurchase program also restrain the rating. The stable outlook reflects Moody's expectation that CNX will start delivering tangible improvements in operating cash margins, resulting in higher returns and a stronger leverage profile in 2018. CNX's ratings could be upgraded if the company demonstrates a sustainable improvement in profitability and capital returns amid expected growth in production and maintains solid financial profile, with RCF/debt above 30% and LFCR above 1.5x. Sustained strong liquidity position and a clear path to FCF neutrality will also be needed to achieve an upgrade of the ratings. Lack of improvement in cash margins and operating cash flows or a substantial increase in leverage amid higher than expected negative FCF generation or distributions to the shareholders, with RCF/debt declining below 20%, could result in a ratings downgrade. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CNX Resources Corporation is a sizable independent exploration and production company operating in the Appalachian basin. In 2017, the company split its Pennsylvania coal mining operations to focus on the development of its Marcellus Shale Acreage and delineation and development of its Utica Shale Acreage. It controls substantial resources within approximately 531,000 net acres and 652,000 net acres respectively in the two basins. CNX RESOURCES: S&P Assigns 'BB-' Rating on New $500MM Unsec. Notes ------------------------------------------------------------------ S&P Global Ratings said that it has revised its recovery rating to '3' from '4' on U.S.-based exploration and production company CNX Resources Corp.'s senior unsecured debt. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; rounded estimate: 65%) recovery in the event of default. The issue-level rating on the senior unsecured debt remains 'BB-'. The 'BB-' corporate credit rating is unchanged. The outlook remains stable. At the same time, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to CNX's proposed $500 million senior unsecured notes due 2026. The revised recovery rating on the company's unsecured debt incorporates the company's higher Dec. 31, 2017, PV-10 reserve valuation, and also its amended $2.1 billion senior secured revolving credit facility maturing in 2023. As a result of the increased reserve valuation, the recovery prospects on CNX's debt, including its unsecured notes, will improve despite increase in secured facility size. RATINGS LIST CNX Resources Corp. Corporate credit rating BB-/Stable/-- Issue-Level Rating Unchanged; Recovery Rating Revised To From CNX Resources Corp. Sr Unsecured BB- BB- Recovery rating 3(65%) 4(40%) New Rating CNX Resources Corp. Senior Unsecured $500 mil notes due 2026 BB- Recovery rating 3(65%) COMPLETION INDUSTRIAL: Taps Buzza Dreier & Johnson as Counsel ------------------------------------------------------------- Completion Industrial Minerals, LLC seeks authority from the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to employ Buzza Dreier & Johnson LLC as special transactional and litigation counsel to provide special counsel services as may be needed by CIM. BDJ's hourly rates are: Attorneys $260 Paraprofessionals $95 Gary L. Dreier, Esq. $240-$260 Gary L. Dreier, principal at Buzza Dreier & Johnson LLC, attests that BDJ does not represent or hold any interest adverse to CIM's interests and does not represent any other person or entity having an adverse interest in connection with the Bankruptcy Case, except that BDJ holds a general unsecured pre-petition claim for $53.82 against the Debtor. The counsel can be reached through: Gary L. Dreier, Esq. Buzza Dreier & Johnson LLC Landmark Professional Building 2925 Post Road Stevens Point, WI 54481 Tel: (715) 997-9080 Fax: (715) 997-3196 E-mail: gary.dreier@bdjwislaw.com About Completion Industrial Minerals Completion Industrial Minerals, LLC -- http://www.ciminerals.com/ -- is a producer of northern alpha quartz proppants. It is a full-service provider of products and services from the quarry to the rail head at destination. Completion Industrial Minerals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug. 1, 2017. In the petition signed by Thomas Giordani, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Russell F. Nelms presides over the case. Fishman Jackson Ronquillo PLLC is the Debtor's counsel. * * * Completion Industrial Minerals has moved for an appointment of a Chapter 11 trustee to take over management of the estate. CIM says does not have the cash resources to fund continued operations and its current management does not have particular expertise in bankruptcy restructuring matters. CYPRESS WAY: Plan Confirmation Hearing Set for March 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will consider approval of the Chapter 11 plan of liquidation for Cypress Way LLC at a hearing on March 30. The court will also consider at the hearing final approval of the company's disclosure statement, which it approved on a preliminary basis on March 1. Creditors have until March 27 to cast their votes accepting or rejecting the plan. The liquidating plan proposed by Cypress Way will be implemented by the sale of its multi-family apartment complex in Islip Terrace, New York, pursuant to court-approved bid procedures. If the property is not sold pursuant to the bid procedures, then the plan will be implemented by the sale of the property pursuant to its stalking horse contract with Creif 102 LLC, which provides for payment of $375,000 at the closing. The plan will be funded by either the $375,000 in cash as provided in the contract or, if the property is sold under the bid procedures to someone other than CREIF, from the proceeds generated from the sale. Under the company's proposed liquidating plan, creditors holding Class 4 unsecured claims will receive a pro-rata distribution of available cash remaining in its estate after administrative claims, bankruptcy fees, priority tax claims and claims in Classes 1 to 3 are paid in full. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nysb17-22383-75.pdf About Cypress Way LLC Cypress Way LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22383) on March 15, 2017. The petition was signed by David Goldwasser, manager. The case is assigned to Judge Robert D. Drain. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. At the time of filing, the Debtor had assets and liabilities estimated to be between $1 million and $10 million each. The Debtor's affiliate, BCH Capital LLC, also filed a voluntary petition (Bankr. S.D.N.Y. Case No. 17-22384) for relief under Chapter 11 of the Bankruptcy Code. An application for joint administration of these two chapter 11 cases is currently pending. No trustee, examiner or creditors committee has been appointed. DANICA ASSOCIATES: May Use VNB Cash Collateral Through May 31 ------------------------------------------------------------- Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida has entered an Agreed First Interim Order authorizing Danica Associates, LLC to use Valley National Bank's cash collateral to pay the monthly expenses through May 31, 2018 as set forth in the budget. The Debtor is also authorized to pay all fees required by the U.S. Trustee and Clerk of Court. The Debtor will operate strictly in accordance with the Budget and will not exceed 10% above the amount of any line item shown in the Budget. The approved cash collateral Budget shows total expenses of approximately $65,756 covering the months of March through May 2018. Valley National Bank will have a first priority post-petition security interest in, and lien upon, all of the Debtor's personal property, and all cash and non-cash proceeds thereof, which are or have been acquired, generated or received by the Debtor after the filing of the petition commencing this case, to the same extent that Valley National Bank held a properly perfected prepetition security interest or lien in assets immediately prior to the filing of the petition commencing this case. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will, on or before April 1, 2018, and on the first day of each month thereafter, deliver to Valley National Bank, though its counsel, monthly payments in the amount of $3,100. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will promptly furnish Valley National Bank with such financial and other information as required by the underlying loan documents and such other information, documents and reports as Valley National Bank may reasonably request. A full-text copy of the Agreed First Interim Order is available at: http://bankrupt.com/misc/flsb18-12476-13.pdf About Danica Associates Danica Associates, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-12476) on March 2, 2018. In the petition signed by Rite K. Weller, managing member, the Debtor estimated at least $50,000 in assets and $100,000 to $500,000 million in liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by David Lloyd Merrill, Esq. at Merrill PA. DEBORAH L WILSON: Taps Center City Law Offices as Counsel --------------------------------------------------------- Deborah L. Wilson Funeral Home, Inc. seeks authority from the United States Bankruptcy Court for the Eastern District of Pennsylvania to hire Center City Law Offices, LLC as its counsel. Professional services that CCLO will render to the Debtor include, but are not limited to the following services: a) prepare all papers required to be filed in connection with this bankruptcy proceeding including all Schedules, Statement of Financial Affairs, Lists of Creditors, Operating Reports and other papers; b) give the Debtors legal advice with respect to the powers and duties as Debtors in Possession; c) advise the Debtor with respect to its rights and obligations pursuant to the Code; d) represent the Debtor at its meeting of creditors, initial debtor interview and any and all Rule 2004 examinations; e) prepare on behalf of the Debtor in Possession, all necessary Applications, Answers, Complaints, Motions, Orders, Reports and all legal papers; and f) perform all other legal services for the Debtors as Debtors in Possession as may be required and necessary concerning the continued administration of this case including the preparation of the Disclosure Statement and Plan of Reorganization. Maggie S. Soboleski, principal of Center City Law Offices, LLC, attests that CCLO does not hold or represent an interest adverse to the estate and it is a "disinterested person" under Section 101(14) of the Code. Principals at CCLO will charge $250.00 per hour. The counsel can be reached through: Maggie S. Soboleski, Esq. CENTER CITY LAW OFFICES, LLC 2705 Bainbridge Street Philadelphia, PA 19146 Phone: 215-620-2132 Email: msoboles@yahoo.com About Deborah L. Wilson Funeral Home Based in Philadelphia, Pennsylvania, Deborah L. Wilson Funeral Home, Inc. filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-11117) on Feb. 19, 2018, listing under $1 million in both assets and liabilities. Maggie S. Soboleski, Esq. at Center City Law Offices, LLC, is the Debtor's counsel. M.L. Stephens, CPA, P.C. is the accountant. DEBORAH L WILSON: Taps M.L. Stephens, CPA as Accountant ------------------------------------------------------- Deborah L. Wilson Funeral Home, Inc. seeks authority from the United States Bankruptcy Court for the Eastern District of Pennsylvania to hire Mario L. Stephens, CPA as accountant to assist and aid the Debtor in the preparation of all financial reports, statements and tax returns and provide all other professional accounting services as may be required. Mario L. Stephens, CPA, member of member of the firm of M.L. Stephens, CPA, P.C., assures this Court that he represents no interest adverse to the Debtor in Possession in the matters upon which he is to be engaged. Mario L. Stephens, CPA M.L. Stephens, CPA, P.C. 4628 E Street Rd Trevose, PA 19053-6612 Phone: (215) 354-3227 Fax: (215)953-9912 About Deborah L. Wilson Funeral Home Based in Philadelphia, Pennsylvania, Deborah L. Wilson Funeral Home, Inc. filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-11117) on Feb. 19, 2018, listing under $1 million in both assets and liabilities. Maggie S. Soboleski, Esq. at Center City Law Offices, LLC, is the Debtor's counsel. M.L. Stephens, CPA, P.C. is the accountant. DIGITAL RIVER: S&P Affirms B- CCR on $30MM Equity Capital Infusion ------------------------------------------------------------------ Digital River Inc., a provider of outsourced e-commerce, has announced a $30 million equity capital infusion from Siris Capital Partners, its financial sponsor owner, and has amended its credit agreement to provide near-term covenant relief. S&P Global Ratings affirmed its 'B-' corporate credit rating on Minnetonka, Minn.–based, outsourced e-commerce provider, Digital River Inc. The outlook remains stable. S&P said, "We lowered our issue-level rating on the company's first-lien credit facilities to 'B' from 'B+' based on our revision of the recovery rating to '2' from '1'. The first-lien credit facilities consist of a $10 million revolver and a term loan with $70 million outstanding. The '2' recovery rating indicates our expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of payment default. The issue-level rating on the company's second-lien term loan ($20 million outstanding) remains 'CCC+'. The '5' recovery rating indicates our expectation of modest (10%-30%; rounded estimate: 20%) recovery in the event of payment default. "We affirmed Digital River's 'B-' rating and stable outlook based on our view that the incremental liquidity provided by a $30 million equity capital infusion, covenant relief from a recently agreed-upon loan amendment, and an improved cost structure give the firm sufficient cushion to navigate revenue and EBITDA declines in 2017 from the loss of significant business managing Microsoft's e-commerce platform, and that the firm's capital structure remains sustainable. "The stable outlook reflects our view that Digital River will generate modest, if sustainable revenue growth and free operating cash flow in 2018 as a result of the company's recent restructuring initiatives. The stable outlook also incorporates our view that the company will maintain sufficient liquidity with adequate levels of cash on its balance sheet. "We could lower the rating if Digital River is not able to achieve sustainable revenue growth and positive free operating cash flow. We would also consider a lower rating if the company is not able to achieve substantial EBITDA margin improvement or maintain a sufficient level of cash on its balance sheet, leading to deteriorating credit metrics and a weaker liquidity position. "Although unlikely over the next 12 months, we could raise the corporate credit rating on Digital River if it is able to generate sustainable revenue growth, significantly higher EBITDA margins, and free operating cash flows above $15 million." DRONE USA: Receives $53,000 in Financing from Power Up ------------------------------------------------------ Drone USA, Inc. received $53,000 under a securities purchase agreement dated March 5, 2018, between it and Power Up Lending Group Ltd. under which Drone USA issued a convertible promissory note in the principal amount of $53,000. Power Up received a right of first refusal for the first nine months from the date of the Note to provide any debt or equity financing less than $150,000. The Note bears interest at 10% per annum and has a maturity date of Dec. 15, 2018. The Note may be prepaid at a premium ranging from 112% to 137% depending on the length of time following the date of the Note. The Note is convertible after 180 days into shares of Drone USA common stock at a discount of 35% of the average of the two lowest closing bid prices of Drone USA's common stock 15 days prior to the date of conversion and the maximum number of shares issued to Power Up may not exceed 4.99% of the issued and outstanding shares of Drone USA common stock. The Note is subject to customary default provisions, including a cross default provision. Drone USA is required to have authorized for issuance six times the number of shares that would be issuable upon full conversion of the Note (assuming that the 4.99% limitation is not in effect) and based on the applicable conversion price of the Note in effect from time to time, initially to be 13,046,154 shares of common stock. About Drone USA Based in West Haven, Connecticut, Drone USA, Inc., is an unmanned aerial vehicles and related services and technology company that intends to engage in the research, design, development, testing, manufacturing, distribution, exportation, and integration of advanced low altitude UAV systems, services and products. Drone also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, HowCo Distributing Co., to the United States Department of Defense and Defense Logistics Agency. The Company has operations based in West Haven, Connecticut and Vancouver, Washington. The Company is registered with the U.S. State Department and has met the requirements of the Arms Export Control Act and International Traffic in Arms Regulations. The registration allows for the Company to apply for export, and temporary import, of product, technical data, and services related to defense articles. The Company continues to seek strategic acquisitions and partnerships with UAV firms that offer superior technologies in high-growth markets, as well as acquisitions and partnerships with firms that have complementary technologies and infrastructure. Drone USA reported a net loss of $7.82 million for the fiscal year ended Sept. 30, 2017, following a net loss of $5.95 million for the fiscal year ended Sept. 30, 2016. As of Dec. 31, 2017, Drone USA had $6.19 million in total assets, $13.69 million in total liabilities and a total stockholders' deficit of $7.50 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has a net loss and net cash used in operating activities in fiscal 2017 of $7,826,933 and $478,769, respectively, and has a working capital deficit, stockholders' deficit and an accumulated deficit of $10,360,702, $6,410,086 and $13,856,425, respectively, at Sept. 30, 2017. Furthermore, the Company has been in default on a material convertible note payable since March 2017 and defaulted on the Note Payable -- Seller in September 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. EASTGATE PROFESSIONAL: Court Junks GLIC Bid for Relief from Stay ---------------------------------------------------------------- Judge Jerry P. Hopkins of the U.S. Bankruptcy Court for the Southern District of Ohio entered an order denying GLIC Real Estate Holding, LLC's motion for relief from stay and motion to dismiss. GLIC's petition was filed on Sept. 12, 2017, seeking to stop a state court foreclosure action and the appointment of a receiver over Eastgate Professional Office Park, Ltd.'s only asset which consists of a professional office park. To counter the measure, EPOP filed a Chapter 11 petition seeking to reorganize under the Bankruptcy Code. Although EPOP qualifies as a single asset real estate case, GLIC does not seek relief from the stay under section 362(d)(3). EPOP has commenced making adequate protection payments to GLIC and filed a plan of reorganization which arguably has a reasonable likelihood of being confirmed. The Court concludes that GLIC has not shown "cause" under section 362(d)(1) to warrant relief from the stay at this early stage in the proceeding. The evidence presented at the evidentiary hearing failed to establish that the value of GLIC's "collateralized property is declining, or at least threatened, as a result of the automatic stay" or that "its position in the collateral is in jeopardy." Instead, during the three months that elapsed prior to GLIC's filing of the Motion for Relief, EPOP has regularly made adequate protection payments. Based on all of the factors and EPOP's demonstrated ability to service the debt under the Amended Note while in Chapter 11, the Court finds that EPOP has met its burden of proving that GLIC is adequately protected. In the motion for relief analysis, the Court found: (a) improved management of property under NAI Bergman; (b) uninterrupted monthly adequate protection payments to GLIC; (c) the Property is necessary for Debtor's reorganization; and (d) it is likely, as represented by counsel for Daniel Rolfes, that EPOP will be proposing a confirmable amended plan in a reasonable amount of time. For these reasons, the Court does not believe GLIC is entitled to relief under section 1112(b). The motion to dismiss is, thus, denied without prejudice. The Court orders that EPOP must file its proposed plan of reorganization on or before March 20, 2018. The Court will hold a hearing on confirmation of the proposed plan on May 1, 2018 at 10:00 a.m. The hearing will be evidentiary. Objections to confirmation must be filed by April 27, 2018 at 12:00 noon. A copy of Judge Hopkins' Memorandum Opinion and Order dated March 6, 2018 is available at: http://bankrupt.com/misc/ohsb1-17-13307-129.pdf About Eastgate Professional Office Park Established in 1996, Eastgate Professional Office Park Ltd. is a privately-held company that operates nonresidential buildings. It owns real properties located at 4360, 4355, 4357, 4358 Ferguson Drive, Cincinnati, Ohio, valued at $8.61 million. Eastgate Professional Office Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on Sept. 12, 2017. Gregory K. Crowell, manager, signed the petition. At the time of the filing, the Debtor disclosed $8.64 million in assets and $9.31 million in liabilities. Judge Jeffery P. Hopkins presides over the case. Goering & Goering LLC the Debtor's bankruptcy counsel. No creditors' committee, trustee or examiner has been appointed. EM LODGINGS: Taps CBRE Inc. as Real Estate Broker ------------------------------------------------- EM Lodgings LLC seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire a real estate broker. The Debtor proposes to hire CBRE Inc. to assist in the sale of its real property located at 200 Eastlight Court, East Peoria, Illinois The firm will get a 5% commission from the sale of the property. Douglas Johnson, a member of CBRE's Selling Team division, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. CBRE can be reached through: Douglas P. Johnson Selling Team, CBRE Inc. 321 N. Clark Street, Suite 3400 Chicago, IL 60654 Phone: (312) 935- Email: douglas.johnson@cbre.com About EM Lodgings L.L.C. EM Lodgings L.L.C., doing business as Fairfield Inn & Suites East Peoria, filed a Chapter 11 petition (Bankr. C.D. Ill., Case No. 17-80150) on Feb. 6, 2017. In the petition signed by Gary E. Matthews, manager, the Debtor estimated assets and liabilities at $1 million to $10 million each. The case is assigned to Judge Thomas L. Perkins. The Debtor hired Rafool, Bourne & Shelby, P.C., as its bankruptcy counsel, and Rotherham & Company P.C., as its accountant. No official committee of unsecured creditors has been appointed. ENVIRONMENTAL TECHNOLOGIES: Taps Boyer Law Firm as Legal Counsel ---------------------------------------------------------------- Environmental Technologies, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Law Firm, LLC as its legal counsel. The firm will assist the Debtor in formulating a bankruptcy plan and will handle other matters incident to its Chapter 11 case. Wesley Boyer, Esq., a member of Boyer Law Firm and the attorney who will be handling the case, charges an hourly fee of $340. Mr. Boyer disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Wesley J. Boyer, Esq. Boyer Law Firm, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Phone: (478) 742-6481 Email: Wes@WesleyJBoyer.com About Environmental Technologies Environmental Technologies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-50220) on Feb. 5, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge John T. Laney III presides over the case. ESCALERA: Seeks Okay for Continued Employment of Special Counsel ---------------------------------------------------------------- Escalera Resources Co. asked the U.S. Bankruptcy Court for the District of Colorado to allow its special counsel to continue to represent the company in a case filed by Alan Eugene Humphrey and Wyoming GTL, LLC. Escalera initially hired Lindquist & Vennum LLP as its special counsel, which the court approved on Jan. 19, 2016. On Jan. 1, Lindquist & Vennum combined with Ballard Spahr LLP, with the latter continuing as the combined firm. In its supplemental application, Escalera asked the court "to authorize the continued, uninterrupted employment" of Ballard as special counsel and pay these attorneys on an hourly basis for their services: Patrick Compton $275 Gary Davenport $275 Ethan Birnberg $275 Ballard is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interests adverse to the Debtor's estate, according to the filing. The firm can be reached through: Ethan J. Birnberg, Esq. Patrick G. Compton, Esq. Gary C. Davenport, Esq. Ballard Spahr LLP 1225 17th Street, Suite 2300 Denver, CO 80202 Tel: (303) 454-0521 Fax: (303) 573-1956 E-mail: birnberge@ballardspahr.com E-mail: comptonp@ballardspahr.com E-mail: davenportg@ballardspahr.com About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS:ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. In the petition signed by CFO Adam Fenster, Escalera disclosed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. Judge Thomas B. McNamara is assigned to the case. The Debtor hired Onsager Guyerson Fletcher Johnson as bankruptcy counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum LLP, as special counsel in connection with the Humphrey litigation; Jones & Keller, P.C., as special counsel for general corporate and securities matters; Williams, Porter, Day & Neville, P.C. as special counsel in the pursuit of a tax refund from the State of Wyoming; and Seaport Global Securities LLC as investment banker. On Nov. 13, 2015, the U.S. Trustee appointed an Official Unsecured Creditors Committee. The Creditors Committee filed a motion to appoint a chapter 11 trustee on Oct. 16, 2016. The Debtor filed a response, and the parties informally agreed to put the matter on hold while Debtor obtained and hired financial advisors to conduct a sale process and file a new Plan. EV ENERGY: Moody's Cuts CFR to Caa3 on Proposed Debt Restructuring ------------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of EV Energy Partners, LP (EVEP) to Caa3 from Caa2 and the Probability of Default Rating (PDR) to Ca-PD from Caa2-PD. Moody's also downgraded the senior unsecured notes rating to Ca from Caa3 following the company's announcement that it has entered into a restructuring support agreement with 70% of holders of its $343 million 8.0% notes due 2019 and lenders holding approximately 94% of the principal amount outstanding under the Company's reserve-based lending facility. The ratings outlook is negative. Downgrades: Issuer: EV Energy Partners, LP -- Probability of Default Rating, Downgraded to Ca-PD from Caa2- PD -- Corporate Family Rating, Downgraded to Caa3 from Caa2 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa3 (LGD5) Outlook Actions: Issuer: EV Energy Partners, LP -- Outlook, Changed To Negative From Stable RATINGS RATIONALE The downgrade reflects expectations of significant loss to the existing bondholders based on the proposed restructuring transaction. The comprehensive restructuring of the Company's capital structure, to be implemented through a proposed pre-packaged plan of reorganization includes amendment of the company's reserve-based lending facility and exchange of the notes for 95% of the new common equity (subject to dilution from the management incentive plan and warrants for existing unit holders). Under the restructuring support agreement, the company's existing unitholders will be receive 5% of the reorganized company's equity and 5-year warrants to acquire up to 8% of the equity in the reorganized company. Based on the agreement, the parties have launched solicitation of the consent of the remaining bondholders on March 14, 2018 and the company expects to file voluntary petitions for relief under chapter 11 in the Bankruptcy Court by April 8, 2018. If the company files for bankruptcy, Moody's will downgrade the PDR to D-PD and subsequently withdraw the ratings. The negative outlook reflects expectations that the company will execute the contemplated restructuring. The ratings could be downgraded further if the terms of the proposed restructuring change to increase the loss to the existing bondholders. There is limited upside to the rating at this time given the high expected loss on the existing notes. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. EV Energy Partners, L.P. (EVEP) is a publicly traded oil and gas exploration and production (E&P) master limited partnership (MLP) headquartered in Houston, Texas. EV ENERGY: S&P Lowers CCR to D on Restructuring Support Agreement ----------------------------------------------------------------- U.S.-based oil and gas exploration and production company EV Energy Partners L.P. announced it has entered into a restructuring support agreement (RSA) with holders of its senior unsecured notes due 2019 and lenders of its reserve-based lending facility (RBL). The RSA contemplates a comprehensive restructuring of the company's capital structure, to be implemented through a proposed pre-packaged reorganization plan, which is subject to confirmation by the Bankruptcy Court. S&P Global Ratings lowered its corporate credit rating on EV Energy Partners L.P. to 'D' from 'CCC+'. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'D' from 'CCC+'. The recovery rating remains '4', indicating S&P's expectation of average (30%-50%; rounded estimate: 35%) recovery in the event of default. The downgrade reflects the company's announcement that it has entered into a restructuring support agreement (RSA) with certain holders of approximately 70% of its 8% senior unsecured notes due 2019 and lenders holding approximately 94% of the principal amount outstanding under its RBL. S&P views the proposed pre-packaged plan of reorganization as a precursor to bankruptcy and tantamount to default. FILTRATION GROUP: S&P Rates New First-Lien Credit Facilities 'B' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Filtration Group Corp.'s proposed first-lien credit facilities, which include a $150 million revolving credit facility due 2023 and a $1.65 billion term loan due 2025. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Filtration Group intends to use the proceeds from this issuance to refinance its existing term loans (about $1.15 billion outstanding) and $100 million revolving facility and finance the acquisition of two filtration businesses. S&P said, "We expect the company's debt leverage to increase moderately, but remain well below our 7.5x downgrade trigger, because of the proposed acquisitions. Under our base-case scenario, we assume that Filtration Group's organic revenue increases by the low- to mid-single digit percent area, that its margins expand modestly, and that the earnings contributions from its completed acquisitions result in a debt-to-EBITDA ratio in the mid-6x area as of the end of 2018 (from slightly below 6x as of the end of 2017). While we expect that the company will gradually reduce its leverage by increasing its earnings and generating good free cash flow of about $100 million annually, it remains acquisitive and could choose to fund future transactions with debt (though we do not anticipate any large debt-funded acquisitions in the near term). "The two acquisitions do not affect our view of Filtration Group's business risk. Specifically, we believe that the acquisitions will expand the company's product portfolio and are similar in nature to Filtration's existing businesses, which tend to operate in a highly regulated filtration industry with high barriers to entry and largely predictable recurring revenue streams." Still, the filtration space remains highly fragmented and somewhat competitive and future acquisitions could involve integration risks. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario assumes a payment default occurring in 2021. The scenario contemplates a broad-based decline in business activities in key end markets, the late adoption of new technologies, and an increase in competitive pressure from the company's more-established competitors, which cause it to lose contracts. -- S&P valued the company on a going-concern basis. The gross enterprise value of $1.0 billion is based on an emergence EBITDA of $182 million and a valuation multiple of 5.5x. The valuation multiple reflects the company's recurring cash flows and its good EBITDA margin profile relative to those of its peers in the capital goods industry. -- S&P's recovery analysis assumes that in a simulated default scenario--after satisfying any unpaid priority and administrative expenses--the first-lien secured lenders' recoveries would be in our meaningful (50%-70%; rounded estimate: 50%) recovery range. Simulated default assumptions: -- The revolving credit facility is 85% drawn at default. -- All seller notes are repaid prior to the default year. -- All debt amounts include six months of prepetition interest. Simulated waterfall: -- Gross enterprise value: $1.00 billion -- Net enterprise value (after 5% administrative costs): $952 million -- Valuation split (obligors/nonobligors): 63%/37% -- Collateral value available to first-lien debt claims: $825 million -- Secured first-lien debt claims: $1.78 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) RATINGS LIST Filtration Group Corp. Corporate Credit Rating B/Stable/-- New Rating Filtration Group Corp. First-Lien $150M Revolver Due 2023 B Recovery Rating 3(50%) $1.65B Term Ln Due 2025 B Recovery Rating 3(50%) FINJAN HOLDINGS: Achieves 175% Increase in 2017 Revenues to $50.5M ------------------------------------------------------------------ Finjan Holdings, Inc., provided shareholders with its audited financials for the fiscal year ended Dec. 31, 2017. Additional updates across Finjan's operating subsidiaries and investments are also highlighted in the Company's Form 10-K which was filed on March 14, 2018 with the Securities and Exchange Commission. Audited Financial Highlights for the Full Year Fiscal 2017: * 175% year-over-year increase in revenues to $50.5 million * Net income of $22.8 million or $0.90 per share * Net income per share included; $0.57 in income from operations, $0.09 from a revised fair value warrant liability and $0.24 from releasing a deferred tax asset allowance * Ended the year with $41.2 million in cash or $1.49 per share as compared to $13.7 million for the same period a year ago * Raised net proceeds of $14.4 million through the issuance of Series A-1 Preferred Stock and net proceeds of $12.0 million through the public offering and sale of our common stock * As a result of record performance in 2017 the Company redeemed and retired $6.2 million or approximately 48,000 of Preferred Series A-1 Shares in early January, 2018 "In 2017 we continued our upward revenue and profit trajectory closing another record year," said Phil Hartstein, president and CEO of Finjan Holdings. "Based on our current licensing momentum and upcoming catalysts we believe this upward revenue trend will continue for the first quarter and throughout the remainder of 2018." About Finjan Established nearly 20 years ago, Finjan is a cybersecurity company based in based in East Palo Alto, California. Finjan's inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job creation. Finjan reported net income of $22.81 million on $50.48 million of revenues for the year ended Dec. 31, 2017, compared to net income of $350,000 on $18.38 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Finjan Holdings had $61.24 million in total assets, $13.75 million in total liabilities, $18.96 million in redeemable preferred stock, and $28.52 million in total stockholders' equity. FINJAN HOLDINGS: May Issue Additional 2.4M Under Incentive Plan --------------------------------------------------------------- Finjan Holdings, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 2,385,366 shares of common stock $0.0001 par value per share, reserved for issuance pursuant to the Amended and Restated 2014 Equity Incentive Plan. The amount represents 1,000,000 shares of the Company's common stock reserved for issuance under the Plan on June 21, 2017 and 1,385,366 additional shares of Company's common stock automatically added to the shares reserved for issuance under the Plan on Jan. 1, 2018 pursuant to an "evergreen" provision contained in the Plan. Pursuant to that evergreen provision, on January 1 of each year, the number of shares reserved for issuance under the Plan is automatically increased by a number equal to 5% of the outstanding shares of common stock on December 31 of the preceding year. The Company's Board may act prior to January 1st of a given year to provide that there will be a smaller increase in the available shares reserved for issuance for such year. A full-text copy of the prospectus is available for free at: https://is.gd/27y85K About Finjan Established nearly 20 years ago, Finjan is a cybersecurity company based in based in East Palo Alto, California. Finjan's inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job creation. Finjan reported net income of $22.81 million on $50.48 million of revenues for the year ended Dec. 31, 2017, compared to net income of $350,000 on $18.38 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Finjan Holdings had $61.24 million in total assets, $13.75 million in total liabilities, $18.96 million in redeemable preferred stock, and $28.52 million in total stockholders' equity. FIRESTAR DIAMOND: Taps Rust Omni as Claims & Noticing Agent ----------------------------------------------------------- Firestar Diamond, Inc., A. Jaffe, Inc. and Fantasy, Inc., seek authority from the United States Bankruptcy Court for the Southern District of New York to hire Rust Consulting/Omni Bankruptcy as claims and noticing agent. Services to be rendered by Rust/Omni are: (a) prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of the Chapter 11 Cases and the initial meeting of creditors under Bankruptcy Code Section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 Cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and any amounts owed thereto; (c) maintain (i) a list of potential creditors, equity holders and other parties-ininterest; and (ii) a "core" mailing list consisting of all parties described in Sections 2002(i), (j) and (k) of the Bankruptcy Rules and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket numbers(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk's office, check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims registers for the Debtors on behalf of the Clerk on a case specific website; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vi) any disposition of the claim; (i) provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Rust Omni, not less than weekly (m) upon completion of the docketing process for all claims received to date for the case, turn over to the Clerk upon the Clerk's request copies of the Claims Register for the Clerk's review; (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed, and make necessary notations on and/or changes to the Claims Register; (o) assist in the dissemination of information to the public and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (p) if the Chapter 11 Cases are converted to chapter 7, contact the Clerk's office within three (3) days of the notice of entry of the order converting the Chapter 11 Cases; (q) thirty (30) days prior to the close of the Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing the Rust Omni and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the Chapter 11 Cases; (r) within seven (7) days of notice to Rust Omni of entry of an order closing the Chapter 11 Cases, provide to the Court the final version of the Claims Register as of the date immediately before the close of the Chapter 11 Cases; and (s) at the close of the Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's office. Paul H. Deutch, Executive Managing Director of Rust Consulting/Omni Bankruptcy, attests that Rust Omni is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. Rust Omni will charge at rate ranging from $25.00 to $155.00 per hour. The agent can be reached through: Paul H. Deutch Rust Consulting/Omni Bankruptcy 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel. 212-302-3580 Fax. 212-302-3820 About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 18-10509 to 18-10511) on Feb. 26, 2018. Joint administration of these cases has been requested. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as counsel to the Debtors. FOX PROPERTY: Taps Park & Lim as Special Litigation Counsel ----------------------------------------------------------- Fox Property Holdings, LLC, seeks authority from the United States Bankruptcy Court for the Central District of California, Los Angeles Division, to hire Park & Lim as special litigation counsel, effective as of February 1, 2018. The Debtor is the owner of that certain commercial real property located at 340, 392 and 398 West Fourth Street, and 399 North D Street (360-370 West Court Street), in San Bernardino, California. Following the Debtor's acquisition of the Property, the Debtor learned that Dr. Harry Hwang and Mrs. Jung H. Hwang, a married couple who had previously owned and operated a business known as American Sports University at the Property, were continuing to occupy and retain possession of the Property without the benefit of any written lease agreement and without paying any rent, and were permitting other individuals, including an alleged registered sex offender, Donald Nickels, to illegally reside in the Property. The Debtor requires the services of special litigation counsel to represent the Debtor in connection with the Hwang Action, the UD Action (which was commenced by the Debtor against the Hwangs prior to the Petition Date), and any other litigation which the Debtor may ultimately commence against the Hwangs and/or other related parties relating to the circumstances surrounding the Debtor's acquisition of the Property and the events which transpired thereafter, either in Superior Court or before this Court. S. Young Lim will be the attorney at the Firm primarily responsible for the representation of the Debtor in its litigation matters. Mr. Lim's current hourly billing rate is $400 an hour and the billing rate of associates is $280.00. S. Young Lim, Esq., partner of the law firm of Park & Lim, attests that his firm does not hold or represent any interest materially adverse to the Debtor or the Debtor's bankruptcy estate with respect to the matters for which the Firm is proposed to be employed. The counsel can be reached through: S. Young Lim, Esq. Park & Lim 3530 Wilshire Blvd., Suite 1300 Los Angeles, CA 90010 Phone: 213-386-5595 Fax: 213-384-7110 About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. FPC HOLDINGS: Moody's Hikes CFR to B3; Outlook Remains Stable ------------------------------------------------------------- Moody's Investors Service upgraded FPC Holdings, Inc.'s ("FleetPride") Corporate Family Rating (CFR) to B3, from Caa1, and its Probability of Default Rating to B3-PD, from Caa1-PD. Concurrently, Moody's assigned a B3 rating to the company's proposed $447 million first-lien senior secured term loan and a Caa2 rating to the proposed $200 million second-lien senior secured term loan. The rating outlook remains stable. The rating actions follow the company's announcement that it will work with lenders to extend the maturity of its existing first- and second-lien term loans by three years each, and upsize the first-lien term loan by $50 million. The $447 million first-lien senior secured term loan will now mature on November 19th, 2022, and the $200 million second-lien senior secured term loan will mature on May 19th, 2023. The $50 million of incremental proceeds from the upsized first-lien term loan will be used to partially pay down the outstanding amount ($141 million as of FYE 2017E) of the existing unrated asset based loan due January 29th, 2021. "Moody's anticipate that the company's growth and profitability will continue to benefit from the improved industrial markets over the next 12 to 18 months," said Inna Bodeck, lead analyst with Moody's. Notwithstanding this, Bodeck noted that "liquidity pressure arising primarily from increased working capital consumption will remain elevated as the company manages through the unexpectedly sharp industry turnaround that occurred in the second half of 2017." Moody's took the following rating actions: Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default Rating, upgraded to B3-PD from Caa1-PD $447 first-lien senior secured term loan due 2022, assigned B3 (LGD3) $200 second-lien senior secured term loan due 2023, assigned Caa2 (LGD5) Outlook, stable (unchanged) The following ratings will be withdrawn upon closing of the transaction and the concurrent repayment of debt outstanding: $425 first-lien senior secured term loan due 2019, Caa1 (LGD4) $200 second-lien senior secured term loan due 2020, Caa3 (LGD5) RATINGS RATIONALE FPC Holdings, Inc.'s B3 CFR broadly reflects its high financial leverage (Moody's-adjusted debt-to-EBITDA of 6.9 times as of September 30, 2017), cyclical end markets, and acquisitive growth strategy. The rating is supported by FleetPride's meaningful size in its niche market, broad inventory selection, and national footprint. Moody's projects that FleetPride's high debt-to-EBITDA leverage will decline to the mid-6.0 times level over the next twelve months, benefiting from improvement in Class 7-8 truck production, but that leverage will remain vulnerable to event risk under the company's private equity ownership. Moody's anticipates that the company will have adequate liquidity over the forward period, supported by approximately $10 million of projected free cash flow over the next twelve months and average availability of $90 million on its asset based revolving credit facility. The stable ratings outlook reflects Moody's expectation that the company will continue to benefit from a recovery in the commercial vehicles market, and that leverage will improve as earnings grow, also facilitating a strengthening of liquidity. The ratings could be upgraded if the company improves its cash generating ability, as evidenced by RCF/debt greater than 10%, and sustains its debt-to-EBITDA leverage below 6.0 times. A downgrade could occur if deteriorating operating results, debt-financed acquisitions and/or shareholder dividends result in the company's leverage ratio being sustained above 7.0 times, or a weakening of its liquidity profile, such that RCF/debt was expected to be sustained below 4.0%. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. FPC Holdings, Inc. ("FleetPride") is an independent US distributor of aftermarket heavy-duty truck and trailer parts. The company distributes brand name heavy-duty vehicle parts and select private label brands through 5 distribution centers and 256 branches across 45 states. In addition, the company provides a limited range of remanufactured products, as well as truck and trailer repair services. Revenues for the twelve months ended September 30, 2017 were over $1 billion. FleetPride has been majority-owned by TPG Capital since November 2012. FUN CITY AMUSEMENTS: Taps Onukwugha & Associates as Legal Counsel ----------------------------------------------------------------- Fun City Amusements LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Onukwugha & Associates, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Onukwugha & Associates will charge an hourly fee of $375. The firm received an advance retainer of $4,000 for its pre-bankruptcy services. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Onukwugha & Associates can be reached through: Chidi Onukwugha, Esq. Onukwugha & Associates, LLC 729 East Pratt Street, Suite 560 Baltimore, MD 21202 Phone: 410.342.1120 Email: Attorneyonukwugha@gmail.com About Funcity Amusements Fun City Amusements, LLC operated an Amusement Center business in Baltimore City, Maryland. Its principal places of business is located at 3131 Washington Boulevard, Baltimore, Maryland. Fun City Amusements sought Chapter 11 protection (Bankr. D. Md. Case No. 17-26159) on Dec. 1, 2017. In the petition signed by arolyn Prat, president, the Debtor estimated assets and liabilities in the range of $100,001 to $500,000. GEM HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- GEM Hospitality, LLC 18-80361 111 W. Washington St., Suite 101 East Peoria, IL 61611 Pere Marquette Hotel, LLC 18-80362 Pere Marquette Courtyard, LLC 18-80363 Pere Marquette Garage, LLC 18-80364 Pere Marquette Garage MT, LLC 18-80365 Type of Business: GEM Hospitality, LLC, et al., are privately held companies in Peoria, Illinois engaged in activities related to real estate. Chapter 11 Petition Date: March 17, 2018 Court: United States Bankruptcy Court Central District of Illinois (Peoria) Judge: Hon. Thomas L. Perkins Debtors' Counsel: Elizabeth B. Vandesteeg, Esq. SUGAR FELSENTHAL GRAIS & HELSINGER LLP 30 N. LaSalle Street, Suite 3000 Chicago, IL 60602 Tel: 312-704-9400 Fax: 312-372-7951 E-mail: evandesteeg@sfgh.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Jeffrey T. Varsalone, chief restructuring officer. A full-text copy of GEM Hospitality's petition is available for free at: http://bankrupt.com/misc/ilcb18-80361.pdf Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AEP Energy Trade Debt $26,797 Amadeus Hospitality America Trade Debt $24,180 Catholic Diocese of Peoria Lease $12,000 Email: pgibson@cdop.org City of Peoria Trade Debt $38,356 Department of Finance Email: jelias@emrslaw.com Cusack, Gilfillan ODay LLC Legal Services $21,110 Email: jgilfillan@coglawfirm.com Entec Services, Inc. Trade Debt $6,364 Green View Landscaping Trade Debt $9,000 Illinois American Water Trade Debt $6,417 Kone, Inc. Trade Debt $7,065 Lowis & Gellen, LLP Legal Services $180,000 Email: ccahill@lowis-gellen.com ManPower Contract Labor $25,507 Marriott International Inc. License Fees $2,531,063 10400 Fernwood Road Bethesda, MD 20817 Tel: 410-757-9230 Email: Adam.Graber@marriott-sp.com Meats By Linz Trade Debt $11,015 Morton Rentals, LLC Trade Debt $98,483 PDQ Consulting, Inc. Trade Debt $7,072 Prospect Sound & Lighting Trade Debt $11,767 Testa Produce Trade Debt $19,723 The Law Office of Legal Services $12,190 Christopher P. Ryan Email: cpryan@cpryanlaw.com Travelclick, Inc. Trade Debt $6,874 US Foodservice Trade Debt $60,391 GRAYN COMPANY: Has Permission to Enter Into Cash Collateral Deal ---------------------------------------------------------------- The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California has entered granting Grayn Company's application for authority to enter into forbearance agreement and cash collateral agreement with Banc of California under 11 U.S.C. Section 363(c)(2)(A). About Grayn Company Grayn Company, a California corporation, based in Vernon, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-19478 on July 18, 2016. The petition was signed by Vicente A. Cortez, president. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. Judge Sheri Bluebond presides over the case. William H Brownstein, Esq., at William H. Brownstein & Associates, P.C., serves as bankruptcy counsel to the Debtor. GREEN FIELD: Trustee Must Prove M. Moreno Received Actual Benefit ----------------------------------------------------------------- Defendants in the case captioned ALAN HALPERIN, AS TRUSTEE OF THE GFES LIQUIDATION TRUST, Plaintiff, v. MICHEL B. MORENO; MOR MGH HOLDINGS, LLC; MOR DOH HOLDINGS, LLC; SHALE SUPPORT SERVICES, LLC; DYNAMIC GROUP HOLDINGS, LLC; DYNAMIC INDUSTRIES, INC.; FRAC RENTALS, LLC; TURBINE GENERATION SERVICES, LLC; AERODYNAMIC, LLC; CASAFIN II, LLC; MORENO PROPERTIES, LLC; ELLE INVESTMENTS, LLC; LQT INDUSTRIES, LLC (k/a DYNAMIC ENERGY SERVICES INTERNATIONAL LLC, Defendants, Adv. Pro. No. 15-50262 (KG) (Bankr. D. Del.) filed their Motion to Amend Opinion and Order Regarding Cross-Motions for Partial Summary Judgment seeking clarification of liability for Michel B. Moreno under 11 U.S.C. section 550(a)(1) as it relates to Counts 19, 21, 23, and 24 of the Complaint. In the Opinion, the Court neglected to address the parties' arguments regarding Moreno's status as an "ultimate beneficiary." Under Section 550(a)(1) of the Code, a party may recover an avoidable transfer from "the initial transferee of such transfer or the entity for whose benefit such transfer was made." The Trustee alleges that Moreno, through his ownership of and activity in Aerodynamic, Casafin, Frac Rentals and TGS, is a party for whose benefit the avoidable transfers were made, making him an ultimate beneficiary. Defendants argue that Moreno is not an ultimate beneficiary, and at the very least the Trustee has not met his burden of showing that there is no material fact in dispute. Bankruptcy Judge Kevin Gross finds that there is a genuine issue of material fact in dispute as to whether Moreno was the ultimate beneficiary of the four transfers made. Referring first to the Aerodynamic Transfer and the Casafin Transfer, the Trustee argues that since Moreno was a 50% owner and manager of both companies, he actually received the benefits of the transfers just as the transferee in McCook Metals did. In Moreno's case, it was already established that he owned a 50% interest in both Casafin and Aerodynamic. He did not obtain his interest through the Casafin Transfer or Aerodynamic Transfer. Here, the transfers in question were monetary payments. Therefore, the Trustee must prove that Moreno received an actual benefit from those payments. The Trustee's claim that Moreno was the ultimate beneficiary simply because he held a 50% stake is too conclusory at this stage of the proceedings. At trial the Trustee must prove that "an actual benefit rather than a merely intended one" was received by Moreno. The Trustee has not established that Moreno received an actual benefit or that Moreno had access to the benefit, but has established that the benefit is quantifiable. The amounts avoidable set out in the Opinion remain, but the Trustee has not yet established that Moreno was the ultimate beneficiary of such transfers and therefore liable for the amounts avoidable. The proof must be established at the upcoming trial. Should the Trustee establish ultimate beneficiary status at trial, he must then prove to the Court the value of the transfer as it pertains to Moreno. A full-text copy of Judge Gross' Memorandum Order dated Feb. 27, 2018 is available at https://is.gd/yYb0Ub from Leagle.com. Alan Halperin, as Liquidation Trustee for the GFES Liquidation Trust, Plaintiff, represented by Joseph N. Argentina, Jr. -- joseph.argentina@dbr.com -- Drinker Biddle & Reath LLP, Patrick A. Jackson -- Patrick.jackson@bdr.com -- Drinker Biddle & Reath LLP & Steven K. Kortanek -- steven.kortanek@dbr.com -- Drinker Biddle & Reath LLP. Michel B. Moreno, MOR MGH Holdings, LLC, MOR DOH Holdings, LLC, Shale Support Services, LLC, FRAC Rentals, LLC, Turbine Generation Services, LLC, Aerodynamic, LLC, Casafin II, LLC, Moreno Properties, LLC & Elle Investments, LLC, Defendants, represented by Alison R. Ashmore -- aashmore@dykema.com -- Dykema Cox Smith, Jeffrey R. Fine -- jfine@dykema.com -- Dykema Gossett PLLC, Aaron M. Kaufman -- akaufman@dykema.com -- Dykema Cox Smith, Marc J. Phillips -- mphilips@mgmlaw.com -- Manion Gaynor & Manning LLP & Deborah D. Williamson -- dwilliamson@dykema.com -- Dykema Cox Smith. Dynamic Group Holdings, LLC, Defendant, represented by Alison R. Ashmore , Dykema Cox Smith, Jeffrey R. Fine , Dykema Gossett PLLC, Geoffrey G. Grivner , Buchanan Ingersoll & Rooney PC, Aaron M. Kaufman , Dykema Cox Smith, Mark A. Mintz , Jones Walker LLP, Marc J. Phillips , Manion Gaynor & Manning LLP & Deborah D. Williamson , Dykema Cox Smith. LQT Industries, LLC, aka, Defendant, represented by Geoffrey G. Grivner -- geoffrey.grivner@bipc.com -- Buchanan Ingersoll & Rooney PC. Enrique Fontova, Defendant, represented by William D. Sullivan -- bsullivan@sha-llc.com -- Sullivan Hazeltine Allinson LLC. Dynamic Industries, Inc., Defendant, pro se. Edward A. Infante, Mediator, pro se. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors hired Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois, as attorneys. Carl Marks Advisory Group LLC was hired as investment banker, and Thomas E. Hill, from Alvarez & Marsal North America, LLC, was hired as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. The Bankruptcy Court authorized the U.S. Trustee to appoint Steven A. Felsenthal, Esq., as examiner. He retained The Hogan Firm as his counsel. Leslie Turk, writing for Theind.com, reports that the case was later converted to a Chapter 7 and its assets liquidated in a sale. GREENSKY HOLDINGS: Moody's Assigns B1 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a corporate family rating (CFR) and probability of default rating (PDR) of B1 and B1-PD, respectively, to GreenSky Holdings, LLC. Moody's also assigned B1 ratings to the proposed revolver and first lien term loan. The rating outlook is stable. The proceeds from the financing will be used to repay its existing term loan. RATINGS RATIONALE The B1 CFR reflects GreenSky's moderate financial leverage (less than 2.5x debt to EBITDA on a Moody's adjusted basis), relatively small scale compared to compared to larger and financially stronger payment processors (including the card networks, largest credit card issuing banks, and merchant acquirers) and the potential for increasing pricing pressure and promotional activity in a highly competitive and rapidly evolving fintech industry. In addition, GreenSky's sales volumes may be susceptible to an economic downturn as high-end discretionary consumer spending could pull back while banks tighten credit limits and reduce lending activity. GreenSky has very high profit margins and free cash flow generation, and a rapidly-growing and scalable financing platform in which the company provides point-of-sale consumer credit programs and payment technology for banks, wholesalers, and retailers. GreenSky partners with banks who utilize the company's processing technology and merchant network to originate loans. The company also provides transaction processing for its merchant base of primarily home improvement contractors and retailers. Moody's expects GreenSky will continue to grow rapidly over the next few years as banks seek to originate high quality loans with an affluent consumer base and retailers look to increase purchase volumes at the point of sale. GreenSky faces concentration risk as its top 3 bank partners provide the majority of loan commitments that are used to finance customer purchases at merchant accounts. Other business risks include moderate concentration with one retailer who accounts for 6% of revenues for 2017 and GreenSky's willingness to purchase loans from banks on a short-term basis to expedite new credit offerings. The stable outlook reflects Moody's expectation that GreenSky will grow revenues by more than 20% over the next year, generate cash flow from operations of over $130 million, and maintain leverage at or below 2.5x adjusted debt to EBITDA. GreenSky will likely continue to benefit from a stable U.S. economy and a growing merchant and bank partner base. The ratings could be upgraded if GreenSky increases its scale and the diversity of its merchant base, maintains high EBITDA margins, and demonstrates a sustained commitment to conservative financial policies. A positive rating action could also occur if GreenSky's ownership becomes less concentrated (e.g., through an initial public offering). The ratings could be downgraded if GreenSky's competitive position weakens materially (e.g., revenue declines, EBITDA margins fall below 35%, or a large new competitor emerges) or leverage increases to over 3.5x for an extended period of time. Downward rating pressure could also arise with the expectation of deteriorating liquidity or more aggressive financial policies to fund dividend payments or acquisitions. The following ratings were assigned to GreenSky: Corporate Family Rating at B1 Probability of Default Rating at B1-PD $100 Million Senior Secured First Lien Revolving Credit Facility B1 (LGD3) $350 Million Senior Secured First Lien Term Loan B1 (LGD3) Outlook at Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. GreenSky, with over $400 million of projected annual revenues, provides point-of-sale payments and financing technology to merchants, consumers, and banks. The company earns a transaction fee from merchants each time they use GreenSky's platform to facilitate a consumer credit transaction while also receiving loan servicing fees from its bank partners. GREENSKY HOLDINGS: S&P Assigns 'B+' CCR on Debt Refinancing ----------------------------------------------------------- S&P Global Ratings a its 'B+' corporate credit rating to Atlanta-based GreenSky Holdings LLC. The rating outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level and '3' recovery ratings to the company's proposed $450 million first-lien credit facility, which consists of a $350 million first-lien term loan due 2024 and a $100 million revolving credit facility due in 2022. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default." The 'B+' rating reflects GreenSky's small scale, concentrated bank partner base, and limited financial-policy track record, but is supported by its high EBITDA margins and quickly growing market position. The company generates most of its revenues from transaction fees paid by merchants when the merchant uses GreenSky's proprietary point-of-sale payment platform and technology infrastructure to secure a loan for their customers from GreenSky's partner banks. These consumer loans are generally made to high-credit-quality borrowers (average FICO score of 770), often including promotional rates and terms, including deferred or low interest rates. After a loan is approved and the sale is made, a portion of the transaction fee paid by the merchant to GreenSky will be effectively rebated by GreenSky to bank lenders if the loan is paid off during the promotional period. These rebates totaled around 14% of transaction fees in 2017. Transaction fees (net of rebates) accounted for 86% of the company's 2017 revenue, with the remainder coming from on-going loan servicing. GreenSky assumes temporary credit risk in limited circumstances when it chooses to deploy excess capital on certain loans originated by bank partners when testing new products and channels. S&P's base case does not assume these lending activities will grow to become a significant part of the business. S&P said, "The stable outlook reflects our expectation that GreenSky will maintain its bank-partner network and expand its merchant-partner base, such that a healthy origination of high-quality loans will lead to continued double-digit percent revenue growth in 2018, with stable EBITDA margins, such that adjusted debt to EBITDA declines to below 2x in 2018. "We could lower the rating if a loss of bank partnerships, increased competition, or adverse changes in the consumer lending environment result in slowed revenue growth or revenue decline. We could also consider a downgrade if the company pursues debt-funded returns to shareholders or acquisitions, such that leverage increases to over 4x. "We could raise the rating if GreenSky continues to grow its merchant base, mitigates concentration risk by diversifying its bank partner commitments, and sustains leverage below 4x." H MELTON VENTURES: Trustee Taps Virginia Cook as Real Estate Broker ------------------------------------------------------------------- Scott M. Seidel, Chapter 11 Trustee of H. Melton Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to retain Simone Jeanes of Virginia Cook, Realtors to assist in the sale of the real property located at 1900 Carnegie, Grapevine, Texas, 76051. The need to market and sell the property expeditiously is due to the fact that no payments have been made and New York Mutual, LLC has a Motion to Lift Stay pending [Doc. No. 75] and set for hearing. The Trustee believes there is substantial equity in the property which should be preserved for the benefit of creditors. A broker fee equal to 6% of the sales price is charged by the Broker. The broker can be reached through: Simone Jeanes Virginia Cook, Realtors 6060 Forest Lane Dallas, TX 75230 Email: sjeanes@virginiacook.com Phone: 214-750-7373 Fax: 214-890-7799 About H Melton Ventures H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017, estimating $1 million to $10 million in both assets and liabilities, with the petitions signed by Michael Warden, its manager. Chapter 11 cases were also commenced by Michael G. Warden (Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). A related case, H. Melton Ventures RD, LLC, Case No. 17-44521, was also filed on No. 6, 2017. Mr. Melton, a resident of Dallas County, is the 90% owner, president and CEO of HMV. Mr. Warden, the manager, is the 10% owner. The Hon. Russell F. Nelms presides over the cases. David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy counsel to HMV. Wiley Law Group, PLLC, is counsel to Mr. Melton, and Melton Ventures RD. A Chapter 11 Trustee was appointed for both HMV and Melton in December 2017 Marilyn Garner was appointed as the Chapter 11 Trustee for HMV. She tapped Cavazos, Hendricks, Poirot & Smitham, P.C., in Dallas, Texas, as counsel. Scott M. Seidel is the Chapter 11 Trustee for Mr. Melton's estate. Mr. Seidel retained his own firm, Seidel Law Firm, in Plano, Texas, as his general counsel in the case. HAMKOR ENTERPRISES: Seeks Authorization to Use Cash Collateral -------------------------------------------------------------- Hamkor Enterprises, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia, on an emergency basis, to expend cash collateral in the ordinary course of its business to meet its expenses and continue its operations., The Debtor's income consists primarily of proceeds from sale of food and goods related to the operation of a restaurant, and its expenses consist primarily of payroll, supply vendors, franchisor fees, rent and other expenses directly related to the operation of a restaurant. Accordingly, the Debtor has prepared a budget for the two weeks following bankruptcy petition and a budget for a six-month period post-petition. The budget provides total operating expenses of approximately $27,466 during the 2-week period and $329,593 covering six months expenses. The Debtor asserts that access to cash collateral is necessary to maintain the value of its assets, including going concern value, and the ability to continue to service its customers and generate revenues thereby. Likewise, in order to assure operating capital, it is necessary for the Debtor to have the use of its inventories and proceeds therefrom and otherwise cash collateral items, which may be subject to the claims of Wells Fargo Bank, N.A. The Debtor believes that only Wells Fargo Bank, N.A. has asserted interests in its inventory, which is the only source of cash collateral expected from its operations. The Debtor's records reflect a claim by Wells Fargo in the amount of $308,592. As adequate protection for the use of cash collateral, the Debtor proposes to grant Wells Fargo with replacement liens on inventories generated post-petition, to the same validity, priority and extent as existed pre-petition. The Debtor urges the Court to find that these replacement liens constitute adequate protection for the use of cash collateral pursuant to the Bankruptcy Code. The Debtor believes that if it is afforded the opportunity to continue its business and to reorganize its affairs in an orderly fashion, the return to all interested parties will be significantly enhanced. Further, continued cash availability is essential to the Debtor's ability to continue its business. Accordingly, the Debtor submits that approval of the request to use cash collateral is in the best interest of the Debtor's creditors. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ganb18-53937-5.pdf About Hamkor Enterprises Hamkor Enterprises, LLC is a business service located in Lawrenceville, Georgia. The company opened its doors in 2015. Hamkor Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53937) on March 6, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. HCR MANORCARE: QCP to Receive 100% New Common Stock Under Plan -------------------------------------------------------------- HCR ManorCare, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for its prepackaged plan of reorganization dated March 3, 2018. The Debtor's board of directors has approved the Plan and believes the Plan is in the best interests of the Debtor's Estate. The primary features of the Plan are as follows: * Quality Care Properties, Inc. (or its designee(s)) will receive 100% of the stock of the Reorganized Debtor in full satisfaction of its Claims against the Debtor (arising under the Debtor's guarantee of the lease obligations owed to QCP by non-debtor HCR III). * No creditors other than QCP will be impaired. * Equity holders will receive no distributions; however, holders of more than 80% of the equity of the Debtor have agreed to support the Plan. * The Effective Date of the Plan is contingent upon, among other things, the closing of the Plan Sponsor Agreement executed by the Debtor and QCP immediately prior to the Petition Date, which sets forth detailed terms and conditions for the transfer of the Company's business to QCP. * HCR III, QCP and the Lessors will enter into the Master Lease Amendment on the Effective Date, and, on or prior to the seventh day after the Effective Date, QCP will cause the Lessors and HCR III to terminate, release and discharge, the Guaranty pursuant to the Plan Sponsor Agreement. On the Effective Date, the Debtor will effectuate the transactions contemplated by the Plan Sponsor Agreement. As a result, QCP (or its designee(s)) will receive 100% of the New Common Stock in full satisfaction of all of the QCP Claims, i.e., all Claims of QCP and its subsidiaries against the Debtor arising under the Guaranty and due and unpaid as of the Effective Date. Otherwise, the capital structure will remain largely unchanged. The secured Credit Facility and Intercompany Note will be Reinstated on existing terms, and the remainder of the Debtor's obligations will be paid in full in Cash, Reinstated, or otherwise left Unimpaired. Holders of Allowed General Unsecured Claims will be paid in full in Cash, Reinstated, or otherwise rendered Unimpaired. The Reorganized Debtor will fund distributions and satisfy applicable Allowed Claims under the Plan with Cash on hand. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb18-10467-6.pdf About HCR ManorCare Headquartered in Toledo, Ohio, HCR ManorCare, Inc. -- 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 these 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. The company has approximately 50,000 employees in full- and part-time positions. HCR ManorCare sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a deal in which its landlord, Quality Care Properties Inc., will take control of the company. In the petition signed by CRO John R. Castellano, the Debtor disclosed $4.264 billion in assets and $7.118 billion in liabilities as of Dec. 31, 2017. Judge Kevin Gross presides over the case. The Debtor hired Sidley Austin LLP as bankruptcy counsel; Young, Conaway, Stargatt & Taylor LLP as Delaware counsel; Moelis & Company LLC as investment banker; and AP Services LLC as financial advisor. HII TECHNOLOGIES: HB Can Designate 3rd Parties in Securities Suit ----------------------------------------------------------------- Plaintiffs in the case captioned MAGNA EQUITIES II, LLC; TIMUR SALIKHBAYEV; BTG INVESTMENTS, LLC; AVI MIRMAN; JAI ALAI INSURANCE, INC; DAVID A. FIELDS; MITCHELL LUKIN; BETTY ANN PURDIE; SHANNON P. PRATT; FRANCIS JUNGERS; GEORGE GILMAN; MONICA WEHBY; FRANK MARSHIK; and TOWNES PRESSLER, Plaintiffs, v. HEARTLAND BANK, Defendant, Civil Action No. H-17-1479 (S.D. Tex.) bring causes of action against defendant Heartland Bank for fraud, negligent misrepresentation, money had and received, unjust enrichment, and promissory estoppel. Heartland Bank's filed a motion for leave to designate responsible third parties. District Judge Sim Lake granted the Defendant's motion for the fraud, negligent misrepresentation, money had and received, and unjust enrichment claims. Plaintiffs, who were investors in HII Technologies, Inc., allege that they relied on Heartland's fraudulent representations and that "[a]s a result of Defendant's bad faith and gross and intentional misconduct, the value of Plaintiffs' investments was destroyed and HII wound up in bankruptcy." Plaintiffs bring causes of action for fraud, negligent misrepresentation, money had and received, unjust enrichment, and promissory estoppel. On Jan. 8, 2018, Defendant filed its motion to designate seeking to designate Roth Capital and HII CEO, Matthew Flemming, as responsible third parties. Because Plaintiffs knew about Roth Capital and Flemming before they filed their Second Amended Complaint, Defendant's "duty to disclose the existence of any potential responsible third parties as soon as reasonably possible, so a plaintiff may have an opportunity to join such parties before they are time-barred" was fulfilled. Defendant did not violate disclosure requirements because the existence of potential third parties was known to Plaintiffs -- Plaintiffs' Second Amended Complaint discusses Roth Capital's and Flemming's involvement at length. Moreover, the court agrees with the analysis in Spencer and Curlee that the court should consider Plaintiffs' timing in filing suit to determine the "just and reasonable" result. Here, Plaintiffs filed their case eight days before the expiration of the statute of limitations, which did not afford Defendant a realistic opportunity to designate a third party before the end of the limitations period. The "just and reasonable" result under the unique circumstances of this case is to allow Defendant to designate Roth Capital and Matthew Flemming as responsible third parties even though the limitations period has expired. A full-text copy of the Court's Memorandum Opinion and Order dated Feb. 28, 2018 is available at https://is.gd/l9DOQB from Leagle.com. Magna Equities II, LLC, Timur SALIKHBAYEV, JAI ALAI INSURANCE, INC, David A Fields, Mitchell Lukin, BETTY ANN PURDIE, SHANNON P PRATT, FRANCIS JUNGERS, GEORGE GILMAN, MONICA WEHBY, FRANK MARSHIK & TOWNES PRESSLER, Plaintiffs, represented by W. Mark Lanier, The Lanier Law Firm, Ryan Daniel Ellis, The Lanier Law Firm PC & Christopher Lee Gadoury, The Lanier Law Firm PC. Avi Mirman & BTG Investments, LLC, Plaintiffs, represented by Christopher Lee Gadoury, The Lanier Law Firm PC & W. Mark Lanier, The Lanier Law Firm. Heartland Bank, Defendant, represented by William Russell Jenkins, Jr., Jackson Walker LLP & William James Stowe, Jackson Walker LLP. Heartland Bank, Counter Claimant, represented by William Russell Jenkins, Jr. -- wjenkins@jw.com -- Jackson Walker LLP & William James Stowe -- wjames@jw.com -- Jackson Walker LLP. BTG Investments, LLC & Avi Mirman, Counter Defendants, represented by Christopher Lee Gadoury, The Lanier Law Firm PC & W. Mark Lanier, The Lanier Law Firm. David A Fields, GEORGE GILMAN, JAI ALAI INSURANCE, INC, FRANCIS JUNGERS, Mitchell Lukin, FRANK MARSHIK, Magna Equities II, LLC, SHANNON P PRATT, TOWNES PRESSLER, BETTY ANN PURDIE, Timur SALIKHBAYEV & MONICA WEHBY, Counter Defendants, represented by W. Mark Lanier, The Lanier Law Firm, Ryan Daniel Ellis, The Lanier Law Firm PC & Christopher Lee Gadoury, The Lanier Law Firm PC. About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 15-60070) on Sept. 18, 2015. Judge David R. Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. On Sept. 29, 2015, Power Reserve Corp., Bold Production Services LLC, and Black Gold Energy LLC were appointed to serve on its official committee of unsecured creditors. On Oct. 7, Black Gold was replaced by Worldwide Power Products LLC. The Official Committee is represented by W. Steven Bryant, Esq., and Elizabeth M. Guffy, Esq., at Locke Lord LLP. Unsecured Creditors of Debtor Apache Energy Services, LLC, have formed their own group. The Ad Hoc Committee of AES Unsecured Creditors is represented by Leonard H. Simon, Esq., at Pendergraft & Simon, L.L.P.; and Joan Kehlhof, Esq., at Wist Holland & Kehlhof. ICONIX BRAND: S&P Raises CCR to 'CCC' Amid Notes Repayment ---------------------------------------------------------- U.S.-based Iconix Brand Group Inc. has paid off the remaining convertible notes due in March 2018 with proceeds from the senior secured delayed-draw term loan. S&P Global Ratings raised its corporate credit rating on U.S.-based Iconix Brand Group Inc. to 'CCC' from 'SD' (selective default). The outlook is negative. S&P said, "At the same time, we affirmed our 'CCC+' issue-level rating on the company's $193 million outstanding senior secured term loan due in 2022. The recovery rating is revised to '2' from '1', indicating our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of payment default. Total adjusted debt outstanding pro forma for the term loan funding and note repayment is $833 million. "The upgrade follows our reassessment of Iconix's liquidity, capital structure, and cash flows after the company fully retired its convertible notes due in March 2018 with proceeds from the delayed-draw term loan of about $110 million. Iconix previously exchanged a portion of its convertible notes for new notes, which constituted a selective default. In our view, holders received less value than originally promised, and the company is a distressed issuer. Although the company has a more manageable maturity schedule following this transaction, it still has weak liquidity due to modest cash flow generation to service the high amortization requirements under its securitization facility and tight financial covenants cushion under its term loan. Iconix remains at risk for future contract losses at renewal and lower royalty revenues if sales at its brick–and-mortar retail customers drop. "The negative outlook reflects our view that the company's operations remain vulnerable and that it continues to face challenges in the weak retail environment, in which retailers focus on leaner inventory. This leads to a likelihood that the company could miss our base-case projections and fail to service its debt payment obligations or comply with its covenants over the next 12 months. "We could lower the ratings if we forecast the company is likely to breach its covenants or its liquidity deteriorates such that a payment shortfall or another distressed exchange appears inevitable within six months. This could occur if the company's operating performance continues to weaken because of nonrenewal of contracts or weak sales of its products at retail. "We could revise the outlook to stable if the company generates sufficient free cash flow to service the required securitization amortization and pay interest while maintaining a projected covenant cushion of at least 15%. This could occur if Iconix wins new contracts, improving contact renewal rates and strengthening its profitability." IHEARTCOMMUNICATIONS INC: Moody's Cuts PDR to D-PD on Ch. 11 Filing ------------------------------------------------------------------- Moody's Investors Service downgraded iHeartCommunications Inc.'s (iHeart) Probability of Default rating (PDR) to D-PD from C-PD/LD following the announcement that the company filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code on March 14, 2018. The corporate family rating (CFR) was affirmed at Caa3. The senior secured debt including the term loans and PGN notes were affirmed at Caa2 and the senior unsecured notes were affirmed at C. Subsequent to actions, Moody's will withdraw the ratings due to iHeart's bankruptcy filing. Issuer: iHeartCommunications, Inc. Corporate Family Rating, affirmed at Caa3 Probability of Default Rating, downgraded to D-PD from C-PD/LD Senior Secured Bank Credit Facility, affirmed at Caa2 (LGD2) Senior Secured PGN Notes, affirmed at Caa2 (LGD2) Senior Unsecured LBO Exchange Note, affirmed at C (LGD5) Senior Unsecured Notes, affirmed at C (LGD5) Speculative Grade Liquidity Rating affirmed at SGL-4 Outlook, remains Negative RATINGS RATIONALE The downgrade of the PDR reflects the company's bankruptcy filing on March 14, 2018. iHeartCommunications, Inc. (iHeart) (fka Clear Channel Communications, Inc.) with its headquarters in San Antonio, Texas, is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and advertisers. The company's businesses include digital music, radio broadcasting and outdoor displays (via the company's 89.5% ownership of Clear Channel Outdoor Holdings Inc. ("CCOH")). iHeart's consolidated revenue for the LTM period ending Q3 2017 was approximately $6.2 billion. The principal methodology used in these ratings was Media Industry published in June 2017. INTERNATIONAL SHOPPES: Hearing on Disclosures Set for May 7 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will hold an evidentiary hearing on May 7 to consider the disclosure statement, which explains the Chapter 11 plan of reorganization for International Shoppes, LLC. If the bankruptcy court determines that the disclosure statement contains adequate information, it will conduct a hearing to consider confirmation of the proposed plan also on May 7. Written acceptances or rejections of the plan must be filed no later than seven days before the confirmation hearing, according to the court order. About International Shoppes LLC Based in Windmere, Florida, International Shoppes, LLC, owns and operates a shopping center located at 5600-5752 International Drive, Orlando, FL 32819. The shopping center is across from the Universal Studios theme park. The company was incorporated in 2006. International Shoppes filed a Chapter 11 petition on December 4, 2017 (Bankr. M.D. Fla. Case No. 17-07549). The petition was signed by Abdul Mathin, chief restructuring officer. David R. McFarlin, Esq. at Fisher Rushmer, P.A. represents the Debtor as counsel. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. International Shoppes first sought bankruptcy protection on Oct. 21, 2010 (Bankr. M.D. Fla. Case No. 10-18809). JHL INDUSTRIAL: Unsecured Creditors May Get $53K Under Exit Plan ---------------------------------------------------------------- JHL Industrial Services, LLC, estimated that $53,857.12 will be distributed to general unsecured creditors under its proposed plan to exit Chapter 11 protection. Under the plan of reorganization, creditors holding Class 6 general unsecured claims will receive their pro rata share of the net profits fund to be established by the company and funded by 25% of its net profits. Net profits mean revenues received from gross sales, reduced by cost of goods sold, operating and administrative expenses, taxes, and payments under the plan. Distributions from the net profits fund will continue for five years following the effective date of the plan and will begin in 2019. Payments will not exceed the amount of the allowed unsecured claims, plus interest calculated at 2.5% per annum. In the alternative, JHL may distribute $53,857.12 less any payments already made under the plan, as a lump-sum payment to general unsecured creditors on a pro-rata basis, according to the disclosure statement filed with the U.S. Bankruptcy Court for the District of Colorado. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/cob17-14141-141.pdf About JHL Industrial Services JHL Industrial Services, LLC, which conducts business under the name Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. JHL Industrial Services, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. In its petition, the Debtor estimated $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel to the Debtor. JOSEPH F. WIGGINS: Property to be Yielded to CFS Valued at $445K ---------------------------------------------------------------- Bankruptcy Judge Joseph N. Callaway entered an order valuing Debtors Joseph F. Wiggins and Gloria H. Wiggins' property to be surrendered to Commercial Funding Solutions, LLC, at $445,000. An evidentiary hearing to value certain real property for purposes of confirmation of the Debtors' chapter 11 plan of reorganization was conducted on Jan. 23-25, 2018 in Greenville, North Carolina. CFS filed a proof of claim in this case in the total amount of $1,674,916.41, Claim No. 4, consisting of two notes secured by four tracts of real property owned by the Debtors (including the Property) and certain personal property. The proposed plan in this case, among other things, provides for the surrender of certain real estate collateral to CFS in a partial "dirt-for-debt" exchange. CFS opposed the plan as originally submitted. The evidence presented at trial showed three potential categories of actual or highest use within the 101.26 acres at issue: (1) agricultural; (2) residential; and (3) wetlands. The parties acknowledged at trial that about sixteen acres of wetlands existed on the eastern side of the property that could not be used for farmland or residential purposes. Neither party submitted any evidence of marketable timber existing on the wetlands. The Debtors were unable to show that either a 139 residential development with interior lots in a planned subdivision as described in Exhibit 2 could be marketed and sold in Jones County within a reasonable time, or that an alternative less ambitious 31 lot "roadside cutout" subdivision as contemplated in Exhibit 1 was reasonably achievable for valuation purposes. Therefore, the court finds that for the bulk of the Property, agricultural purposes are the current highest and best use of the land. However, multiplying the number of acres by an agricultural value will not suffice, as several further factors affect the final valuation in this case. Earl M. Worsley, Jr., an MAI-certified licensed real estate appraiser, concluded in his appraisal report that the present value for farmland in Jones County is $3,850 per acre based on four of five identified comparison farmland sales occurring within a sixty or seventy-mile radius of the subject property. He valued all of the property (101.26 acres) as farmland for a total rounded value of $390,000. Pursuant to In re Fazekas, CFS requested that the amount be discounted for projected sale and carrying costs as well. However, Mr. Worsley's stated valuation is not absolutely accurate for several reasons. First, two of his comparison sales are from 2012 and 2013, and farmland prices in the Jones County area have risen at least a modest amount in the ensuing five years as the general economy in eastern North Carolina has improved, and well-run farms continue to be profitable. In addition, Mr. Worsely's identified comparisons are not complete as they exclude other sales such as the Pinecrest Sale, nearly one thousand acres of relatively near-by farmland and woodland that included eight tracts located in Jones County and adjoining Lenoir County as reflected in a deed recorded Jan. 20, 2016. The failure to assess such a recent sale draws scrutiny to the four sales Mr. Worsley ultimately relies upon. Drawing upon other sales of farmland and adjusting for the remoteness in time leads the court to conclude that a fair price for farmland in Jones County in this case is $4,100 per acre. Mr. Worsley also fails to take into account the undisputed fact that no crops could be grown on the approximately sixteen acres of wetlands contained within the Property. From numerous other sales held in this court that include wetlands in eastern North Carolina and without taking merchantable timber into account due to lack of evidence, the court observes that wetlands tend to bring $700 to $900 per acre. The court will, therefore, value the wetlands at an average of $800 per acre. With respect to a present value for the lots, no competent evidence was presented by either party. Consequently, the six historical lot sales of $22,500 each is the best starting point. Homes were built on each lot and sold to consumers. All six homes were tapped into and are served by the Jones County treated water system at tap fees of $500 each. Testimony was given that the waterlines from those homes must be extended upon future road front lot sales, and that the county's tap fee has now increased to $1,500 per lot. Tap fees are generally a development cost passed to the residents, so an increase in tap fees would likely require a reduction in the net to lots sellable in the near future. At the 0.35 acre per lot average, six lots equal 2.1 acres, which when added to the sixteen wetland acres totals 18.1 acres. Deducting this amount from the aggregate 101.26 acres leaves farmland of 83.16 acres. At a per acre value of $4,100, the total farmland value is $340,956. The sixteen acres of wetlands at $800 per acre yields $12,800. When added to the farmland, the rounded farmlands/wetlands combined value is $353,756. A one-time reduction of seven percent for present year carrying and future sale costs is in order (the farm land can be rented to cover future year tax and insurance costs), leaving a net present value of $328,993. Adding the six lot net total from the table above results in an aggregate present value of $445,293, which the court rounds to $445,000. A full-text copy of the Court's Order dated Feb. 28, 2018 is available at https://is.gd/ATtl6y from Leagle.com. The bankruptcy case is in re: JOSEPH F. WIGGINS GLORIA H. WIGGINS, Chapter 11, Debtors, Case No. 16-05606-5-JNC (Bankr. E.D.N.C.). Joseph F. Wiggins, Jr, Debtor, represented by Blake Y. Boyette, Stubbs & Perdue, P.A., Joseph Zachary Frost, Stubbs & Perdue, P.A., William H. Kroll, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A. Gloria H. Wiggins, Joint Debtor, represented by Blake Y. Boyette, Stubbs & Perdue, P.A., Joseph Zachary Frost, Stubbs & Perdue, P.A., William H. Kroll, Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue, P.A. Gloria H. Wiggins, Joint Debtor, represented by Stubbs & Perdue, P.A. Joseph F. Wiggins, Jr. and Gloria H. Wiggins filed for chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 16-05606) on Oct. 27, 2016, and are represented by Trawick H Stubbs, Jr., Esq. of Stubbs & Perdue, P.A. KADMON HOLDINGS: Perceptive Life Has 8% Stake as of Dec. 31 ----------------------------------------------------------- Perceptive Advisors LLC, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 6,356,221 shares of common stock of Kadmon Holdings, Inc., constituting 8 percent of the shares outstanding. The ownership percentage is based on 78,643,307 outstanding shares of Common Stock, as reported in the Issuer's Form 10-Q filed on Nov. 9, 2017. The Master Fund directly holds 5,165,746 shares of Common Stock and 1,190,475 shares of Common Stock underlying warrants. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own those shares. Mr. Joseph Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own those shares. A full-text copy of the regulatory filing is available at: https://is.gd/mj1Zun About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of Dec. 31, 2017, Kadmon Holdings had $83.55 million in total assets, $81.79 million in total liabilities and $1.75 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. KELLEY BROS: Taps Henderson CPA as Accountant --------------------------------------------- Kelley Bros., Inc., seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Henderson CPA, LCC as its accountant. The firm will assist the Debtor in the preparation of tax returns and financial statements and will provide other accounting services during its Chapter 11 case. Casey Skinner, the accountant employed with Henderson who will be providing the services, charges an hourly fee of $120. Henderson does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Casey Skinner Henderson CPA, LCC 1126 Gateway Loop, Suite 144 Springfield OR 97477-7748 Phone: 541-505-7607 / 541-505-7607 Fax: 541-505-7508 About Kelley Bros. Inc. Kelley Bros., Inc. is a privately-held company in the moving service industry located in Veneta, Oregon. It has been providing lumber trucking services since 1981. Kelley Bros. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-60423) on Feb. 16, 2018. In its petition signed by Myrna D. Kelley, president, the Debtor disclosed $1.81 million in assets and $2.41 million in liabilities as of Dec. 31, 2016. Judge Thomas M. Renn presides over the case. THE SCOTT LAW GROUP is the Debtor's counsel. KELLEY BROS: Taps Scott Law Group as Legal Counsel -------------------------------------------------- Kelley Bros., Inc. seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire The Scott Law Group as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Loren Scott $310 Natalie Scott $260 Paralegals $90 to $140 Law Clerks $40 to $145 SLG received a retainer in the sum of $10,000 from the Debtor. Loren Scott, Esq., at The Scott Law Group, disclosed in a court filing that her firm does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Loren S. Scott, Esq. The Scott Law Group 2350 Oakmont Way, Suite 106 Eugene, OR 97401 Phone: 541-868-8005 Fax: 541-868-8004 Email: lscott@scott-law-group.com Email: ecf@scott-law-group.com About Kelley Bros. Inc. Kelley Bros., Inc. is a privately-held company in the moving service industry located in Veneta, Oregon. It has been providing lumber trucking services since 1981. Kelley Bros. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-60423) on Feb. 16, 2018. In its petition signed by Myrna D. Kelley, president, the Debtor disclosed $1.81 million in assets and $2.41 million in liabilities as of Dec. 31, 2016. Judge Thomas M. Renn presides over the case. LANAI HOLDINGS: Moody's Lowers CFR to Caa1; Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded Lanai Holdings III, Inc.'s Corporate Family Rating ("CFR") to Caa1 from B3 and its Probability of Default Rating ("PDR") to Caa1-PD from B3-PD. Moody's also downgraded the companies first lien bank credit facilities to B3 (LGD3) from B2 (LGD3), and its second lien term loan to Caa3 (LGD5) from Caa2 (LGD5). The outlook is stable. Ratings downgraded: Lanai Holdings III, Inc. Corporate Family Rating to Caa1 from B3 Probability of Default to Caa1-PD from B3-PD Senior secured first lien revolving credit facility rating to B3 (LGD3) from B2 (LGD3) Senior secured first lien term loan rating to B3 (LGD3) from B2 (LGD3) Secured second lien term loan rating to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: The outlook changed to stable from negative. RATINGS RATIONALE The downgrade primarily reflects the company's declines in revenue and profits, its adequate -- albeit tightening -- liquidity situation, and increased leverage beyond Moody's previous expectations. The Caa1 Corporate Family Rating reflects Lanai's high pro-forma financial leverage of approximately 7.7 times and its small scale compared to other broad line medical distributors. The rating also reflects the ongoing execution risks of integrating the Performance Health business which was acquired in 2016. The Caa1 CFR is supported by Lanai's leadership in its niche distribution market, and the fact that a significant percentage of revenues are from relatively stable, low cost consumable products. Lanai benefits from favorable long term industry dynamics, underscored by rising demand due to the aging population in the U.S. Lanai will need to improve its operating performance and liquidity over the next 12 to 18 months to avoid further negative rating actions from Moody's. In the last one year, Lanai has faced challenges in implementing an enterprise resource planning system, causing excessive working capital build-up and consuming cash. Lanai's liquidity is currently adequate, but could weaken in the year ahead. At September 30, 2017, Lanai had utilized $54 million of its $80 million revolving credit facility. Lanai's debt agreement includes a springing covenant that kicks in when more than 30% of the revolver is utilized at the end of any fiscal quarter. This covenant requires the company to maintain its first lien net leverage ratio (net debt/EBITDA as defined) below 6.85 time until June 2018 and below 6.0 times after that. Unless operating performance and cash flow improve, Lanai could have difficulty meeting the more stringent requirement, and could require an amendment from its bankers. Moody's could downgrade Lanai's ratings further if its profitability continues to decline, or if the company's liquidity situation weakens. Ratings could also be downgraded if the probability increases that the company will pursue a transaction that Moody's would consider a "distressed exchange", and hence a default. Moody's could upgrade Lanai's ratings if the company improves its operating performance, and strengthens its liquidity. Adjusted debt/EBITDA would also need to fall below 7.5 times before Moody's would consider an upgrade. In addition to improving its financial condition, increased scale and greater diversification of its business portfolio will also support a higher rating. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Lanai, through its ownership of Performance Health, is a specialty distributor serving the rehabilitation supply market. The company is also a marketer and manufacturer of branded health, wellness and self-care products both in the US and international markets. The company is primarily owned by private equity firm Madison Dearborn Partners and has annualized revenue of approximately $600 million. LEI TRANSPORTATION: Court Signs Final Cash Collateral Order ----------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized LEI Transportation, Inc., to use cash collateral on a final basis. The Debtor will maintain debtor-in-possession checking account as required by the U.S. Trustee's Operating Requirements for Chapter 11 debtors in possession. The Debtor will deposit all cash collateral into its DIP Accounts. From the DIP Accounts, the Debtor will pay its authorized post-petition expenses. The Debtor is allowed to use cash collateral to pay expenses substantially in compliance with the Budget. The Budget currently extends through the end of December 2018. However, if the need arises, the Debtor may file a supplemental Budget extending into the year 2019. The Debtor's authorization to use cash collateral will end on the earlier of the following dates or events: (a) the appointment of a Chapter 11 Trustee; (b) the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code; (c) the occurrence of default which remains uncured; (d) the entry of an order dismissing the bankruptcy case and such order becoming effective pursuant to its terms; or (e) further order of the Bankruptcy Court. The Debtor is required to provide copies of the monthly operating reports filed with the Court to the U.S. Trustee and to its Secured Creditors or to their respective attorneys to the extent that an attorney has filed a notice of appearance. The Debtor acknowledges following Secured Creditors may have interest in cash collateral: (a) FC Marketplace, LLC asserts a claim against Debtor in the approximate amount of $76,541 secured by a security interest and lien on substantially all assets of the Debtor; (b) Fast Advance Services LLC asserts a claim against Debtor in the approximate amount of $1,300,000 secured by a security interest and lien on substantially all assets of the Debtor; (c) Apex Capital Corp. asserts a claim against the Debtor in the approximate amount of $29,200 secured by a security interest and lien on all existing and future accounts of the Debtor; (d) Pearl Delta Funding, LLC asserts a claim against the Debtor in the approximate amount of $39,000 secured by a security interest and lien on substantially all assets of the Debtor; (e) Trilogy Consulting Group LLC asserts a claim against the Debtor in the approximate amount of $122,000 secured by a security interest and lien on substantially all assets of the Debtor; (f) Kash Capital asserts a claim against the Debtor in the approximate amount of $35,000 secured by a security interest and lien on substantially all assets of the Debtor; (g) ML Factors Funding L.L.C. asserts a claim against the Debtor in the approximate amount of $36,000 secured by a security interest and lien on substantially all assets of the Debtor; and (h) Capital Advance Services LLC asserts a claim against the Debtor in the approximate amount of $12,000 secured by a security interest and lien on substantially all assets of the Debtor. Secured Creditors are granted replacement liens in Debtor's property of the kind and in the priority as the liens of Secured Creditors attached to the Debtor's property as of the Petition Date. A full-text copy of the Final Order is available at: http://bankrupt.com/misc/ganb18-50786-51.pdf About LEI Transportation Based in Tucker, GA, LEI Transportation, Inc., is a shipping company with the assets, experience and logistics to handle freight shipments of any size. LEI Transportation filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-50786) on Jan. 17, 2018. In its petition signed by CEO Michael D. Walling, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. LG MADRONE: Taps Douglas Elliman as Real Estate Broker ------------------------------------------------------ LG Madrone, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire a real estate broker. The Debtor proposes to employ Douglas Elliman Real Estate to assist in the listing and sale of its real property located at 2931 Madrone Lane, Pebble Beach, California. The firm will get 6% of the gross sales price of the property. The listing price of the property is $1.799 million. Christine Handel, the Douglas Elliman real estate agent who will be providing the services, disclosed in a court filing that she and her firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Christine Handel Douglas Elliman Real Estate 26135 Carmel Rancho Blvd., Suite E105 Carmel, CA 93923 Office: 831.915.8833 Mobile: 831.915.8833 E-mail: christine.handel@elliman.com About LG Madrone LLC Headquartered in Colorado Springs, Colorado, LG Madrone, LLC listed itself as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). LG Madrone is the fee simple owner of a real property located in Pebble Beach, California, valued by the company at $1.45 million. LG Madrone, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 18-50204) on Jan. 31, 2018. In the petition signed by Randy King, president of The Legacy Group, Inc., the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Stephen L. Johnson presides over the case. The Law Offices of Charles B. Greene is the Debtor's bankruptcy counsel. LIVE NATION: Moody's Rates New $300MM Senior Unsecured Notes B1 --------------------------------------------------------------- Moody's Investors Service rated Live Nation Entertainment, Inc.'s new $300 million senior unsecured notes B1, and affirmed the company's Ba3 corporate family rating (CFR), Ba3-PD probability of default rating, Ba1 senior secured credit facility rating, and the B1 rating applicable to the company's existing senior unsecured notes. Live Nation's speculative grade liquidity rating was affirmed at SGL-1 (indicating very good liquidity arrangements), and its stable ratings outlook was maintained. Concurrent with its $300 million senior unsecured notes issue, Live Nation will also issue new $500 million convertible notes (not rated), using the $800 million in aggregate gross proceeds to refinance $275 million of existing convertible notes, pay transaction fees and expenses, and bolster cash by perhaps $425 million. "Moody's affirmed Live Nation's ratings because Moody's expect excess liquidity to be used for acquisitions that will reduce leverage below 4x by 2020," said Bill Wolfe, a Moody's senior vice president. Moody's believes that the excess proceeds from the announced debt issuance will be used to fund strategically appropriate acquisitions that are executed using the company's proven approach, and which will bolster EBITDA expansion over the next two-to-three years. Wolfe also indicated that Live Nation had assured Moody's that the proceeds would not be used to fund shareholder return initiatives, and that the pre-funding action was a one-time event and did not signal a new paradigm that would see the company implicitly operating at higher leverage levels. Moody's expects leverage to increase by about a half-a-turn to 4.7x, and that the lag between raising debt and acquiring cash flow will result leverage remaining elevated through 2019. During the intervening period before leverage normalizes below 4x, Wolfe indicated that Live Nation will have little flexibility at its rating level. The following summarizes Moody's ratings and rating actions for Live Nation: Issuer: Live Nation Entertainment, Inc. Ratings Affirmed: Corporate Family Rating: Affirmed at Ba3 Probability of Default Rating: Affirmed at Ba3-PD Speculative Grade Liquidity Rating: Affirmed at SGL-1 Senior Secured Credit Facility: Affirmed at Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture: Affirmed at B1 (LGD4 from LGD5) Ratings Assigned: Senior Unsecured Regular Bond/Debenture: Assigned at B1 (LGD4) Outlook: Maintained at Stable RATINGS RATIONALE Live Nation Entertainment Inc.'s Ba3 rating benefits from sustainable and predictable cash flow, solid liquidity, good scale and competitive positioning, and expectations that debt/EBITDA leverage will be normalize below 4x by 2020 after acquisitions are executed during 2018/19 (Moody's adjusted; 4.2x at 31Dec17; 4.7x pro forma for pending debt issuance). Credit profile challenges stem from event risks, such as new ticketing competitors, regulatory changes mandating action on robotic ticket purchases, and large debt-financed acquisitions, along with a lack of articulated capital structure parameters. Live Nation has very good liquidity (SGL-1) based on free cash flow of about $200 million/year (depending upon capital expenditure levels), a large available cash balance that Moody's expects to be generally in the $250 million to $450 million range ($475 million at 31Dec17; most of the company's cash is received on behalf of third parties), and a $365 million revolving credit facility (not used as at 31Dec17 and committed to October, 2021). The company's next significant debt maturity is May 2019 when $275 million of convertible/exchangeable notes come due (on the March 15, 2018 date of this press release, Live Nation announced a refinance of said notes). Moody's anticipate > 20% financial covenant cushions and do not expect compliance issues to restrict access to the facility for the next year or so. Rating Outlook The stable ratings outlook is based on Moody's expectations of Live Nation's leverage of debt/EBITDA declining below 4x by 2020 after acquisitions are executed during 2018/19 (4.2x at 31Dec17; 4.7x pro forma for pending debt issuance). What Could Change the Rating - Up * Debt-to-EBITDA trending towards 3x on a sustained basis (4.2x at 31Dec17; 4.7x pro forma for pending debt issuance) * FCF/Debt to be sustained above 10% (8.5% at 31Dec17; 7.5% pro forma for pending debt issuance) * Favorable business conditions * Solid liquidity What Could Change the Rating - Down * If Moody's no longer expected Debt-to-EBITDA to trend below 4.25x during 2019/20 via excess cash being deployed on acquisitions that bolster EBITDA (4.2x at 31Dec17; 4.7x pro forma for pending debt issuance) * FCF/Debt below 5% (8.5% at 31Dec17; 7.5% pro forma for pending debt issuance) * Unfavorable business conditions * Weak liquidity Corporate Profile Live Nation Entertainment, Inc. (Live Nation), headquartered in Beverly Hills, California, operates a leading live entertainment ticketing and marketing company (Ticketmaster), and owns, operates and/or exclusively books and promotes live entertainment venues with operations in North America, Europe, and Asia. In addition, Live Nation owns the rights to several globally recognized performing artists under contracts of varying scope and duration. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MENOTTI ENTERPRISE: Taps Columbia Consulting Group as Accountant ---------------------------------------------------------------- Menotti Enterprise, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Columbia Consulting Group PLLC as its accountant. The firm will review the Debtor's financial information; assist the Debtor in soliciting financing; give advice on the financial aspects of its bankruptcy plan; conduct an initial evaluation of the business and financial impact of various restructuring alternatives; and provide other accounting services during its Chapter 11 case. CCG will charge an hourly fee of $275. Jeffrey Worley, a certified public accountant employed with CCG, disclosed in a court filing that the firm's professionals are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey A. Worley Columbia Consulting Group, PLLC 16475 N Dallas Parkway, Suite 185 Dallas, TX 75001 Phone: 972.809.6393 Email: jworley@ccgpllc.net About Menotti Enterprise Menotti Enterprise, LLC -- http://menottienterprise.com/-- is an independent family-owned & operated construction site safety management consulting firm. The company has safety management experience in a multitude of construction project types such as government, educational, retail, commercial, residential, MTA, and maritime. Its main focus is to identify any hazard on site, prevent any potential incidents from occurring, and mitigating any future construction delays. It strives to prevent & reduce all associated liabilities of its clients during all phases of construction starting with pre-construction all the way to closeout. The company is headquartered in Bronx, New York. Menotti Enterprise, LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-10138) on Jan. 19, 2018. In the petition signed by Steven Menotti, vice president, the Debtor estimated $1 million to $10 million in assets and liabilities. Eric S. Medina, Esq., at Medina Law Firm LLC, is the Debtor's counsel. MENOTTI ENTERPRISE: Taps Jessica M. Sanchez as Special Counsel -------------------------------------------------------------- Menotti Enterprise, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain the Law Office of Jessica M. Sanchez as special counsel. The firm will continue to provide general counsel services and those related to safety and construction business, compliance and regulatory guidance, project contract review, vendor and employment contracting, and the ongoing appeal in New York State Supreme Court and New York State Court of Appeals. The firm's hourly rates are: Jessica Sanchez $375 Associates $195 Paralegals $95 Sanchez does not hold or represent any interests adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Jessica M. Sanchez, Esq. Law Office of Jessica M. Sanchez 5 McKinley Place, Suite 200 Ardsley, NY 10502 Office: (914) 231-9618 Cellphone: (914) 374-2073 Fax: (914) 372-9977 Email: jessica@jessicasanchezlaw.com About Menotti Enterprise Menotti Enterprise, LLC -- http://menottienterprise.com/-- is an independent family-owned & operated construction site safety management consulting firm. The company has safety management experience in a multitude of construction project types such as government, educational, retail, commercial, residential, MTA, and maritime. Its main focus is to identify any hazard on site, prevent any potential incidents from occurring, and mitigating any future construction delays. It strives to prevent & reduce all associated liabilities of its clients during all phases of construction starting with pre-construction all the way to closeout. The company is headquartered in Bronx, New York. Menotti Enterprise, LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-10138) on Jan. 19, 2018. In the petition signed by Steven Menotti, vice president, the Debtor estimated $1 million to $10 million in assets and liabilities. Eric S. Medina, Esq., at Medina Law Firm LLC, is the Debtor's counsel. MICHAEL'S USED CARS: April 4 Hearing on Plan Outline ---------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia is set to hold a hearing on April 4, 2018 at 1:30 p.m. to consider approval of Michael's Used Cars, Inc.'s disclosure statement dated Feb. 22, 2018. March 30, 2018 is set as the last day to file and serve any written objection to the proposed Disclosure Statement. Michael's Used Cars, Inc., filed a chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 17-50134) on May 2, 2017. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represents the Debtor as bankruptcy counsel. MISSIONARY ASSEMBLY: Unsecureds to Recover 100% Under Plan ---------------------------------------------------------- Missionary Assembly of God of Marlborough, Inc. filed with the U.S. Bankruptcy Court for the District of Massachusetts a combined small business plan of reorganization and disclosure statement dated March 4, 2018. Class II general unsecured claims will be paid 100% of the amount of the claim as listed in the debtor's schedules. Payments to allowed claimants will commence within 30 days of the date that the sale of the debtor's property is complete and the debtor relocates to other premises. Due to uncertainty as to when the environmental remediation will be complete and the sale consummated, the precise date cannot be stated at this time. Because these claimants are not impaired, they are not entitled to vote on confirmation. These claims may be paid either in a lump sum or in monthly installments over a five year period, at the debtor's option, except insofar as the Agreement with the IRS would extend more than five years, in which case the Agreement shall control. On confirmation, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures, and equipment, will revert, free and clear of all claims and interests to the Debtor. The Debtor will pay the claims from its operations post-confirmation or from sale of its real estate. The Debtor estimates that on the effective date the funds to be distributed are approximately $15,000 administrative claimants. The Debtor expects to have sufficient cash on hand to make the payments required on the effective date. In the month or so prior to the petition date, the debtor's income from contributions from members increased to approximately $3,100 per week. The debtor believes such contributions will continue to increase for the foreseeable future, and will be sufficient for it to make the payments to creditors required by this plan, if not paid from the proceeds of the sale. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab17-41182-166.pdf About Missionary Assembly of God of Marlborough Inc. Missionary Assembly of God of Marlborough Inc. is a religious corporation as defined by Massachusetts law, and a Sec. 501(c)(3) charitable organization that operates as church for Christian fellowship. Its financial problems stem in part from a decline in attendance, but mostly from the fact that the mortgage on the property was a short-term, balloon mortgage which came due. Missionary Assembly of God filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating under $50,000 in both assets and liabilities. The petition was signed by Andre Bouzada Ornelas, Vice President. The Hon. Elizabeth D. Katz presides over the case. The Debtor hired David G. Baker, Esq., at the Law Office of David G. Baker, as counsel; and Income Tax Plus as its accountant. MONEYONMOBILE INC: RBSM LLP Replaces Liggett & Webb as Accountants ------------------------------------------------------------------ MoneyOnMobile, Inc. has dismissed Liggett & Webb P.A. as its independent registered public accounting firm. The reports of LW, on the Company's financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not modified. The decision to change independent accountants was approved by the Company' Board of Directors on March 14, 2018. "During our two most recent fiscal years and through the date of this report, we have had no disagreements with LW, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of LW, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods" the Company stated in a Form 8-K filed with the Securities and Exchange Commission. On March 14, 2018, the Company's Board of Directors appointed RBSM LLP as its new independent registered public accounting firm, effective March 6, 2018. The Company said that during the two most recent fiscal years and through the date of the engagement, it did not consult with RBSM regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on its financial statements, or (2) any matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About MoneyOnMobile MoneyOnMobile, Inc., headquartered in Dallas, Texas -- http://www.money-on-mobile.com/-- is a global mobile payments technology and processing company offering mobile payment services through its Indian subsidiary. MoneyOnMobile enables Indian consumers to use mobile phones to pay for goods and services or transfer funds from one cell phone to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site. MoneyOnMobile has more than 350,000 retail locations throughout India. MoneyOnMobile reported a net loss of $13.09 million for the year ended March 31, 2017, following a net loss of $19.72 million for the year ended March 31, 2016. The Company's balance sheet at Dec. 31, 2017, showed $27.67 million in total assets, $30.02 million in total liabilities, $1.22 million in preferred stock Series D, $5.70 million in preferred stock Series F, and a total stockholders' deficit of $9.27 million. MUELLER WATER: Moody's Hikes CFR to Ba2; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Mueller Water Products, Inc. ("Mueller") to Ba2 from Ba3. In the same rating action, Moody's upgraded the Probability of Default to Ba2-PD from Ba3-PD and the Term Loan B to Ba2 from Ba3, and the Speculative Grade Liquidity rating to SGL-1 from SGL-2. The outlook is stable. The upgrades are based on Mueller's strong and improving performance to date, including Moody's adjusted debt to EBITDA of 3x and EBITA to interest coverage of 5.6x, both as of the trailing 12-months ended December 31, 2017. Moody's expects this improvement to continue. The following rating actions were taken: Upgrades: Issuer: Mueller Water Products, Inc. -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD4) from Ba3 (LGD4) -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Mueller Water Products, Inc. -- Outlook, Remains Stable RATINGS RATIONALE The Ba2 Corporate Family Rating reflects Mueller's conservative balance sheet management and debt reduction as well as continued improvement in its financial performance, as the company has very successfully captured the ongoing positive momentum in its end-markets. Moody's projects Mueller's adjusted EBITA margins will continue to expand to around 17% and adjusted debt to EBITDA will decline below 3.0x. Additionally, the company's exposure to cyclical end markets, particularly the new residential and construction end markets, is offset by its large base of installed products across most municipalities in the country. Residential construction, which accounts for about 30% of the company's total revenues, is improving, and Moody's continues to have a positive outlook on the homebuilding industry. Mueller can also expect to see growth in its Technologies segment. The ratings, however, also take into account Mueller's relatively small size and scale as well as its limited product diversity. In addition, the rating considers Mueller's exposure to cyclical end-markets. While municipal spending has improved in the recent years, many municipalities are still facing budget pressures and inadequate funds to make investments. The stable outlook reflects Moody's expectation of continued improvement in Mueller's credit metrics and end markets. Mueller's Speculative-Grade Liquidity rating of SGL-1 indicates an expected very good liquidity profile over the next 12-18 months, reflecting Moody's expectation that Mueller will continue to finance its every day cash needs and capital expenditures from internally generated cash flow and cash on hand. Moody's anticipates that Mueller will generate positive free cash flow in its fiscal 2018. The company's liquidity profile is also supported by its $348 million of cash and its $225 million ABL, which is due in July 2021 (unrated). The company had approximately $17.5 million of letters of credit and no advances outstanding on December 31, 2017. The company's borrowing capacity under the ABL was $96.3 million as of the same date, as reduced by outstanding letters of credit, swap contract liabilities, and accrued fees and expenses. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL Agreement. The facility is secured predominantly by a perfected first-lien interest in all U.S. inventory and accounts receivable. Further upgrades are unlikely unless the company substantially increases its size, scale, and product diversity. In addition, Mueller would need to continue maintaining conservative financial policies and prudent balance sheet management, while end-market economic conditions remained favorable. The rating could be lowered if adjusted debt to EBITDA increased above 4x on a sustained basis, EBITA to interest expense declined below 2.5x, the liquidity position deteriorated, or end-market conditions weakened. Headquartered in Atlanta, Georgia, Mueller is a North American manufacturer and supplier of water infrastructure and flow control products for use in water distribution networks, water and wastewater treatment facilities, and gas distribution and piping systems. Revenues and net income for the trailing 12 months ended December 31, 2017 were $837 million and $172 million, respectively. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. MUELLER WATER: S&P Raises CCR to 'BB' on Improved Credit Metrics ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Mueller Water Products Inc. to 'BB' from 'BB-'. The rating outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured term loan to 'BB+' from 'BB'. The '2' recovery rating indicates substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of a payment default." The upgrade reflects S&P's expectation for the company to maintain debt to EBITDA around the 2x area and funds from operations (FFO) to total debt in the low-30% area over the next 12-18 months. S&P said, "Although we believe credit measures are likely to deteriorate over the economic cycle, we believe the company's current and forecasted credit measures provide sufficient cushion to absorb this volatility. Furthermore, we believe the company's financial policy decisions will support this level of leverage over our forecast period, particularly regarding shareholder returns and acquisitions. Over the next 12-18 months, we expect the company to remain balanced with its capital allocation priorities, including the use of cash for internal investment, bolt-on acquisitions, and share repurchases. The company has about $180 million remaining under its share repurchase authorization as of Dec. 31, 2017, and we have incorporated a modest annual use of the authorization through fiscal 2019 (ended Sept. 30)." S&P Global Ratings' stable outlook on Mueller Water Products Inc. reflects its expectation that improving residential and municipal spending in the U.S., coupled with benefits from cost-efficiency initiatives and continued improvement in pricing, will enable Mueller to modestly grow EBITDA over the next 12 months. As a result, S&P expects the company's adjusted debt to EBITDA metric to be in the 2x area and its FFO to debt in the low- to mid-30% range over this period. S&P said, "We could consider a downgrade on Mueller if softer operating performance or more aggressive financial policies (such as a large acquisition or more significant level of share repurchases) causes the company's debt-to-EBITDA metric to be sustained above 3x during an economic downturn and its FFO-to-debt ratio declines below 30% without prospects for improvement over the next 12 months. "Although unlikely, we could raise our rating on Mueller within the next 12 months if the company enhances its scale and geographic diversity and improves the profitability of technologies segment, while maintaining good performance in its existing infrastructure segment. Under this scenario, we would also expect the company to sustain its current credit measures." NEWFIELD EXPLORATION: S&P Alters Outlook to Pos. & Affirms BB+ CCR ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' corporate credit rating for Newfield Exploration Co. and revised the outlook to positive from stable. The 'BB+' issue-level rating and '3' recovery rating on the company's senior unsecured debt are unchanged. The '3' recovery indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P said, "The rating affirmation and positive outlook reflect our view that Newfield will achieve production growth this year through a capital program funded with internally generated cash flow. We expect credit measures to improve such that funds from operations (FFO) to debt exceeds 45% and debt to EBITDA is below 2x over the next two years under our commodity price assumptions. The company's financial measures will be strong for the current 'BB+' corporate rating. The scale of Newfield's proved oil and gas reserves and production as limited relative to higher-rated peers and operations are increasingly focused in the Anadarko basin. The company is transitioning to development drilling in the STACK resource play. An upgrade depends on Newfield demonstrating consistent results related to well costs, performance and commodity mix, and on generating positive free cash flow by late 2018. "The positive outlook reflects our view that Newfield Exploration's credit measures will remain strong for the rating over the next two years, with FFO to debt above 45%, supported by increasing cash flows from growing production as the company develops its Anadarko Basin acreage. "We could revise the outlook to stable if we forecast FFO to debt to fall and remain below 45% or if Anadarko Basin results fall short of expectations. This would most likely occur if capital spending exceeded cash flows by more than our current estimates, if production was weaker than our projections, or if commodity price realizations deteriorated. "We could raise the rating if we expected company to generate positive free operating cash flow later this year and we forecast FFO to debt to remain above 45% for a sustained period." An upgrade also depends on Newfield demonstrating consistently positive results in its Anadarko resource plays. Favorable credit measures would likely occur if the company can increase production without experiencing higher costs or weaker commodity price realizations. NIBUR INC: Taps DelBello Donnellan as Legal Counsel --------------------------------------------------- Nibur Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice in connection with any potential sale of its business; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates for the services of its attorneys range from $375 to $620. Law clerks charge $200 per hour while legal assistants and paralegals charge $150 per hour. DelBello agreed to receive a post-petition retainer in the sum of $30,000, plus $1,717 for the filing fee from Michael Warsahaw, co-chief finance officer of the Debtor, through his company The Lykon Group. Dawn Kirby, Esq., at DelBello, disclosed in a court filing that her firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn Kirby, Esq. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, NY 10601 Phone: (914) 681-0200 Email: dkirby@ddw-law.com About Nibur Inc. Nibur Inc. operates a high-end fashion manufacturing and retail business located at 260 West 39th Street, New York. Nibur sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10283) on Feb. 2, 2018. In its petition signed by Rubin Singer, president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $100,000. Judge James L. Garrity, Jr., presides over the case. NORANDA ALUMINUM: Dist. Ct. Dismisses Suit vs Associated Terminals ------------------------------------------------------------------ District Judge Carl J. Barbier granted Associated Terminals, LLC's motion to dismiss with prejudice for failure to comply with a court order and abuse of discovery. All claims asserted by Noranda Alumina LLC in the case captioned NORANDA ALUMINA, LLC, v. ASSOCIATED TERMINALS, LLC, SECTION" "J" (5), Civil Action No. 16-16677 (E.D. Mo.) are dismissed with prejudice. Associated Terminals, LLC, filed the motion on Nov. 8, 2017. The Court referred the motion to the Magistrate Judge for a Report and Recommendation. After a hearing, the Magistrate Judge issued his Report on Jan. 4, 2018, with the recommendation that the motion be granted and that the claims of Noranda be dismissed with prejudice. Noranda filed an objection to the Report and Associated filed a response. The case concerns cross-claims for property damage arising out of stevedoring operations at Noranda's Gramercy, Louisiana facility. Specifically, Noranda has asserted a claim for damages against Associated arising out of the March 2016 partial collapse of Noranda's dock fendering system. Associated filed a counterclaim for damage to the hull of its vessel, the M/V MISS TARA, allegedly caused by the deteriorated condition of the dock. The Court finds that the record establishes a pattern and clear history of abusive discovery practices, violations of the Federal Rules of Procedure, and direct noncompliance with a court order. Significantly and inexcusably, these willful abuses and unjustified delays in responding to legitimate discovery are ongoing leading up to the day of trial. Noranda's conduct has not only prejudiced Associated in the defense of the claims asserted against it, but it also threatens the integrity of the judicial process. Even after facing a motion to compel, a court discovery order, a motion to dismiss for failure to comply with that order, and a Magistrate's Report recommending dismissal, Noranda's behavior still remains undeterred. As such, no lesser sanction would produce the necessary deterrent effect in this case, especially in light of the fact that Noranda does not own the claim against Associated and has admitted it is without means to satisfy a monetary sanction or judgment as stated by the Magistrate. Jurisprudence from this circuit supports dismissal under these circumstances. A full-text copy of the Court's Order dated Feb. 28, 2018 is available at https://is.gd/G5buA9 from Leagle.com. Noranda Alumina LLC, Plaintiff, represented by John F. Fay, Jr. -- jfay@faynelsonfay.com -- Fay, Nelson & Fay, LLC. Associated Terminals LLC, Defendant, represented by Steven M. Wallace -- swallace@heplerbroom.com -- Hepler Broom LLC, Danica Benbow Denny, Frilot L.L.C., Kathleen Pontier Rice -- krice@frilot.com -- Frilot L.L.C. & Patrick J. McShane -- pmcshane@frilot.com -- Frilot L.L.C. Associated Terminals LLC, Counter Claimant, represented by Steven M. Wallace, Hepler Broom LLC, Danica Benbow Denny, Frilot L.L.C., Kathleen Pontier Rice, Frilot L.L.C. & Patrick J. McShane, Frilot L.L.C. Noranda Alumina LLC, Counter Defendant, represented by John F. Fay, Jr., Fay, Nelson & Fay, LLC. About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Office of the U.S. Trustee in February 2016 appointed seven creditors of Noranda Aluminum Holding Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as Committee counsel and Houlihan Lokey Capital, Inc., serves as Committee as financial advisor and investment banker. NORTH AMERICA STEEL: Taps Calaiaro Valencik as Legal Counsel ------------------------------------------------------------ North America Steel & Wire Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Calaiaro Valencik as its legal counsel. The firm will advise the Debtor regarding its duties during its reorganization; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Donald Calaiaro $375 Michael Kaminski $350 David Valencik $325 Staff Attorney $250 Paralegal $100 Calaiaro Valencik has agreed to a retainer of $10,000. Donald Calaiaro, Esq., at Calaiaro Valencik, disclosed in a court filing that the firm's attorneys do not hold any interests adverse to the Debtor's estate. The firm can be reached through: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. Michael Kaminski, Esq. Calaiaro Valencik 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Phone: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com dvalencik@c-vlaw.com mkaminski@c-vlaw.com About North America Steel North America Steel & Wire Inc. is a manufacturer of copper and zinc coated wires and is located in Butler, Pennsylvania. North America Steel & Wire sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20718) on Feb. 27, 2018. In its petition signed by Maroune Farah, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Thomas P. Agresti presides over the case. NORTH AMERICAN ENERGY: S&P Affirms 'B' CCR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'B' long-term corporate credit rating on Edmonton, Alta.-based North American Energy Partners Inc. (NAEP). The outlook is stable. At the same time, S&P Global Ratings revised its financial risk profile assessment on NAEP to significant from intermediate, reflecting the company's higher adjusted debt levels. NAEP increased its growth capital expenditures in 2017 to support additional demand from existing customers in the oil sands region and new contracts in other segments such as coal and copper mining. The company raised additional senior debt to support these projects, ultimately resulting in higher than expected adjusted debt and weaker funds from operation (FFO)-to-debt metrics. Consequently, S&P is revising its financial risk profile to significant from intermediate because it now expects two-year (2018-2019), weighted-average FFO-to-debt of 30%-45% compared to its previous expectation of 45%-60%. Even with weaker credit metrics, the company still has ample financial cushion to support the rating. S&P said, "The stable outlook reflects NAEP's ample financial cushion to support the 'B' rating throughout our 12-month outlook period, and our view that the company's business risk profile will remain commensurate with the rating despite recent efforts to expand its services across different industries. "Although we view it as highly unlikely during the outlook period, we would lower the rating if NAEP's two-year, weighted-average FFO-to-debt ratio consistently fell below 20% and FOCF-to-debt below 0%. This could occur if business activity among existing customers declined meaningfully, resulting in lower-than-expected cash flow generation." An upgrade would be contingent on the company strengthening its business risk profile. This could occur if NAEP increased its scale and broadened its operational and geographic diversification, thereby decreasing customer concentration. NORTH STATE ASSOCIATES: Taps Penachio Malara as Legal Counsel ------------------------------------------------------------- North State Associates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Penachio Malara, LLP as its legal counsel. The firm will assist the Debtor in the administration of its Chapter 11 case; review and resolve claims of creditors; address issues related to its leases; and assist in the preparation of a bankruptcy plan. The firm's hourly rates are: Anne Penachio $485 Frank Malara $375 Paralegal $175 Anne Penachio, Esq., at Penachio Malara, disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Anne J. Penachio, Esq. Penachio Malara, LLP 235 Main Street, Suite 610 White Plains, NY 10601 Phone: (914) 946-2889 Email: apenachio@pmlawllp.com About North State Associates North State Associates owners a commercial condominium located at 581 North State Road, Briarcliff Manor, New York. North State Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-23846) on Nov. 29, 2017. In its petition signed by Robert Hale, partner, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Robert D. Drain presides over the case. NUTRITION CARE: Taps Tamarez CPA as Accountant ---------------------------------------------- Nutrition Care Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Tamarez CPA, LLC, as its accountant. The firm will assist the Debtor in the preparation of a Chapter 11 reorganization plan; assist in the reconciliation of financial information to help the Debtor in the preparation of monthly operating reports; and provide general accounting and tax services. The firm will be paid a fixed monthly fee of $550, plus reimbursement of expenses incurred and the sales taxes impose by PR Law 72 of May 2015, currently 4% of the billed amount. Albert Tamarez-Vasquez, a certified public accountant employed with Tamarez, disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Albert Tamarez-Vasquez Tamarez CPA, LLC P.O. Box 194136 San Juan, PR 00919-4136 Phone: (787) 795-2855 Fax: (787) 200-7912 Email: atamarez@tamarezcpa.com About Nutrition Care Nutrition Care, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-00394) on Jan. 29, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Enrique S. Lamoutte Inclan presides over the case. Tomas F. Blanco Perez, Esq., of MRO Attorneys at Law, LLC is the Debtor's bankruptcy counsel. OREXIGEN THERAPEUTICS: Taps Kurtzman Carson as Claims Agent ----------------------------------------------------------- Orexigen Therapeutics, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC as its claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. Prior to the Petition Date, the Debtor paid KCC a retainer in the sum of $25,000. Evan Gershbein, senior vice-president of KCC's Corporate Restructuring Services, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Evan Gershbein Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Phone: 866.381.9100 Email: info@kccllc.com About Orexigen Therapeutics Inc. Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the case. The Debtor hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. ORION HEALTHCORP: Constellation Blames Ex-CEO Parmar for Woes ------------------------------------------------------------- Constellation Healthcare Technologies, Inc., and its subsidiaries, including Orion Healthcorp, Inc., have sought Chapter 11 protection, blaming a "brazen fraud" done by ex-CEO and owner Parmjit "Paul" Parmar. "[Th]e Debtors are the victims of a large, complex, and brazen fraud that was subject to a complex and deliberate concealment effort perpetrated by their former management that was years in the making. After acquiring several of their businesses, the Debtors' former CEO, Parmjit "Paul" Parmar, who previously owned the company, took Constellation Healthcare Technologies, Inc., the parent company of the Debtors (and itself a Debtor), public on the London AIM and then proceeded to raise additional equity for additional acquisitions, many of which are believed to be largely or entirely fictitious. The Debtors borrowed approximately $130 million in debt in connection with a go-private transaction, the majority of which is believed to have been paid to Parmar (as a shareholder, through entities under his control), which is a financial burden the Debtors simply cannot sustain. The Debtors borrowed such funds based upon financials recently discovered by the Debtors' new management and their professionals to be largely fictitious and involving numerous sham companies and fabricated transactions, revenues, and customers," said Timothy J. Dragelin, who took over as CEO and CRO in October 2017. Mr. Dragelin -- tim.dragelin@fticonsulting.com -- is a senior managing director in the Corporate Finance and Restructuring practice at FTI Consulting, who conducted an investigation into former management's activities. Due to debt service on approximately $160.0 million in debt with estimated, adjusted, annualized projected aggregate operating cash flow of approximately $7 million to service such debt, as a result of the fraudulent conspiracy, the Debtors have been facing liquidity challenges and operational issues that now threaten their ability to operate as a going concern. In addition to the unsustainable debt service, among the causes of such issues are: (a) a lack of integration between the business lines; (c) a lack of management with institutional knowledge of the Debtors' businesses; and (c) litigation brought against the Debtors. The Debtors said they have commenced the chapter 11 cases to (i) market and sell their assets, (ii) wind down certain of their businesses, and (iii) to enable them to ultimately pursue claims against the individuals that put the Debtors in this position for the benefit of all their creditors. The Debtors' Businesses The Debtors are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) Outsourced Revenue Cycle Management ("RCM") For Physician Practices. The Debtors operate a revenue cycle management business, which provides hospital-based and office-based physicians with medical billing and services, giving them more time to focus on patient care (the "Orion RCM Business"). The Orion RCM Business operates out of 6 locations with operations in: (a) Simi Valley, California, (b) Lakewood, Colorado, (c) Houston, Texas, (d) Monroeville, Pennsylvania, (e) Parkersburg, West Virginia, and (f) Jericho, New York. Debtors Medical Billing Services, Inc., Rand Medical Billing, Inc., RMI Physician Services Corporation, Western Skies Practice Management, Inc., Northeast Medical Solutions, LLC, NEMS West Virginia, LLC, and Physician Practice Plus, LLC are in the RCM business. Debtors Allegiance Consulting Associates, LLC, and Allegiance Billing & Consulting, LLC also operate an RCM business (the "Allegiance RCM Business") similar to Orion RCM Business. (b) Physician Practice Management. Debtor Integrated Physician Solutions, Inc., operates a physician practice management ("PPM") business, which provides business and practice management services exclusively to certain primary care and subspecialty pediatric practices (the "PPM Business"). (c) Group Purchasing Services For Physician Practices. Integrated Physician also operates as the group purchasing organization, which allows eligible physicians to participate in discounts for vaccines and IPS has strong relationships. (d) Independent Practice Association Business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while such physicians remain independent and which also provides other services to such physician practices. New York Network IPA, Inc. and New York Premier IPA, Inc., operate the independent practice association business. The remainder of the Debtors are either (a) holding companies or entities that have either no or minimal current operations, or (b) entities that are the subject of sham acquisitions. Prepetition Capital Sturcture Constellation Healthcare Technologies, Inc., a Debtor in these chapter 11 cases and the direct or indirect parent of all of the remaining Debtors, was formed on Sept. 3, 2014, to become the holding company for Orion and its subsidiaries for the purposes of a public listing on London Stock Exchange's Alternative Investments Market ("AIM"). In a January 2017 go-private transaction, 15 CC Capital Management, LLC, through a special purpose entity, obtained a controlling a controlling interest in CHT Holdco, with the remaining interest in CHT Holdco owned by Alpha Cepheus, LLC, an entity which is, upon information and belief, controlled by Parmar. The Debtors incurred $130.0 million in debt to finance the Merger, which amount was later increased to $160.0 million. The Debtors, which are generating significantly less revenue and earnings than believed at the time when they entered into the Prepetition Credit Agreement, simply cannot sustain their current debt load. As part of the overall Merger transaction, Orion entered into a Credit Agreement, dated as of Jan. 30, 2017, by and among Orion, as Borrower, the guarantors that are party thereto -- which, as of the Petition Date, include the remainder of the Debtors and NYNM -- the lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swingline Lender. As of the Petition Date, the Loan Parties' total secured debt obligations to the Lenders under the Prepetition Credit Agreement and related documents totaled approximately $159.3 million of principal consisting of obligations under the Term Loans and the Bridge Loan. FTI's Investigation Parmar resigned as CEO of CHT and its subsidiaries on Sept. 14, 2018. Parmar and Pav Bakshi also resigned as board members later in the month. The FTI Investigations Group was retained on Sept. 28, 2017 to conduct a forensic investigation, following questions raised related to CHT's financial condition. On Oct. 2, 2017, CHT retained Troutman Sanders LLP as counsel. On Oct. 3, 2017, Troutman Sanders engaged FTI as forensic accountant on behalf of CHT. 82. On Oct. 18, 2017, the Board authorized and ratified Dragelin's retention as CEO and CRO to CHT and its subsidiaries. Due to a Troutman conflict issue that could not be resolved, on Oct. 23, CHT engaged DLA Piper LLP (US) as legal counsel. On Oct. 23, 2017, DLA, as successor to Troutman, retained FTI as forensic accountant. On Nov. 7, 2017, CHT engaged Aequum as legal counsel. After Parmar's disclosure and resignation and the retention of FTI and DLA, the professionals, including a forensic team from FTI, began an investigation into the Debtors' former management's activities. This investigation is ongoing and has been limited by the lack of information, including the retention of records that are upon information and belief, held by Robinson Brog Leinwand Greene Genovese & Gluck, P.C., former counsel to the Debtors. The results of the probe by the FTI Investigations Team include: * Inaccurate Financial Statements. CHT's financial statements for 2015 and 2016, including those filed with AIM and those provided to the Sponsor and to Sponsor Holdco, were inaccurate. Certain of CHT subsidiaries (which are Debtors), which were represented to be operating businesses with their own customers and revenue, are fictitious, in that they have no business operations, employees, customers, or revenue. * Northstar and Phoenix Sham Acquisitions. Journal entries were recorded in CHT's general ledger that misrepresent what was actually acquired and created the impression of an acquisition of a significantly larger entity. In May 2015, CHT raised funds through a secondary offering on AIM. $15.8 million of the proceeds of this offering were deposited into the M&T Checking Account. CHT issued a press release on Sept. 16, 2015 announcing its acquisition of Northstar FH for $18 million. On September 2, 2015 – i.e., two weeks prior to the press release announcing the Northstar acquisition – Northstar FH acquired Vachette for $2,785,000. On Sept. 2, 2015 – i.e., two weeks prior to the press release announcing the Northstar acquisition – Northstar FH acquired Vachette for $2,785,000. The activity in the bank statements for the M&T Accounts, however, indicates that the $15.8 million in proceeds from the secondary offering were disbursed in multiple transactions over the next six months that do not appear to relate to the purchase of Phoenix or Northstar. The FTI Investigations Team has discovered evidence that suggests that what is described as the Phoenix acquisition, may be an acquisition of or payment to Sage Group Consulting Inc. * MDRX Sham Acquisition. In January 2016, CHT raised funds in a secondary offering, which was earmarked for the acquisition of MDRX. $36.9 million of proceeds from the equity raise were deposited into the M&T Money Market Account on January 8, 2016 and, on the same day, the balance was transferred to the M&T Checking Account. The M&T Checking Account statement, however, indicates that the $36.9 million was transferred to various recipients over the next six months, and none of the transfers correlate to the entry in the general ledger indicating that these funds were used for the acquisition payment for the fictitious MDRX. * Vega/Allegiance Acquisition. During the Summer of 2016, CHT engaged in negotiations with the then owners of ACA and ABC regarding CHT's acquisition of ACA and ABC. On Sept. 1, 2016, CHT, through a holding company, Vega, acquired both ACA and ABC for a combined sum of $4.68 million. Subsequently, CHT reported that it acquired Vega for $24.0 million. Based on the investigation to date, the ACA/ABC acquisition by Vega appears to be legitimate; however, CHT's acquisition of Vega on the same date appears to be an artificially inflated transaction. * Non-Existent Customers. To date, the FTI Investigations Team has determined that certain portions and in some cases all, of the customers and associated revenue of MDRX, Orion, and Phoenix are fictitious - i.e., nonexistent. About Constellation & Orion Constellation Healthcare Technologies, Inc., is a healthcare services organization providing outsourced revenue cycle management, practice management, and group purchasing services to U.S. physicians. Orion Healthcorp, et al. -- http://www.orionhealthcorp.com/-- are a consolidated enterprise of several companies aggregated through a series of acquisitions, which operate the following businesses: (a) outsourced revenue cycle management for physician practices, (b) physician practice management, (c) group purchasing services for physician practices, and (d) an independent practice association business, which is organized and directed by physicians in private practice to negotiate contracts with insurance companies on their behalf while those physicians remain independent and which also provides other services to those physician practices. Orion has locations in Houston, Texas; Jericho, New York; Lakewood, Colorado; Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley, California. Constellation Healthcare Technologies, Inc., along with certain of its subsidiaries, including Orion Healthcorp, Inc., on March 16, 2018, initiated voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code to facilitate an orderly and efficient sale of its businesses. The lead case is In re Orion Healthcorp, Inc. (E.D.N.Y. Lead Case No. 18-71748). The Debtors have liabilities of $245.9 million. The Hon. Carla E. Craig is the case judge. The Debtors tapped DLA Piper US LLP as counsel; FTI Consulting, Inc. as restructuring advisor and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. PARADISE AQUATICS: Taps Crowley Liberatore as Legal Counsel ----------------------------------------------------------- Paradise Aquatics, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Crowley, Liberatore, Ryan & Brogan, P.C. as its legal counsel. The firm will advise the Debtor regarding the reorganization of its financial affairs and the administration of its estate; negotiate with creditors; recover and investigate other assets of the estate; prepare a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The Debtor paid the firm $18,000, plus the filing fee of $1,717 prior to the petition date. Ann Brogan, Esq., a shareholder of Crowley, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Crowley can be reached through: Ann B. Brogan, Esq. Crowley, Liberatore, Ryan & Brogan, P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: (757) 333-4500 Fax: (757) 333-4501 Email: abrogan@clrbfirm.com About Paradise Aquatics Paradise Aquatics, LLC -- http://www.paradiseaquaticspools.com/-- is a pool company located in Suffolk, Virginia. The Company specializes in the construction, service, maintenance, repair and landscaping of pools and spas. The Company offers a wide range of custom granite swimming pools, fiberglass swimming pools, and vinyl swimming pools. Paradise Aquatics was formed in 2008 serving the Southeastern and Peninsula Virginia and the Northeastern areas of North Carolina. Paradise Aquatics filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-70639) on Feb. 28, 2018. In the petition signed by Paul McQueen, managing member, the Debtor had $350,270 total assets and $1.15 million total liabilities as of Dec. 31, 2017. Ann B. Brogan, Esq., at Crowley, Liberatore, Ryan & Brogan P.C., is the Debtor's counsel. PATRIOT NATIONAL: Aspen Specialty Opposes Approval of Plan Outline ------------------------------------------------------------------ Aspen Specialty Insurance Company asked the U.S. Bankruptcy Court for the District of Delaware to deny the disclosure statement filed by Patriot National Inc., saying it does not provide "adequate information." "The disclosure statement fails to adequately describe how currently unliquidated, litigation-based claims such as Aspen’s will be quantified and treated," the insurance company said, adding that the plan does not also provide for adequate reserves for those claims. Aspen is the plaintiff in a litigation (Aspen Specialty Insurance Company v. Hospitality Supportive Systems, LLC, et al. Civ. Action No. 16-cv-0133) pending in the U.S. District Court for the Eastern District of Pennsylvania where Patriot National is one of the defendants. The insurance company also questioned a provision of the proposed restructuring plan, which it said, provides for "impermissible releases" of Patriot National's pre-bankruptcy lenders. The disclosure statement had also drawn flak from claimants, Aric McIntire and Henry Wasik, who are involved in class action lawsuits against the company. Both claimants complained that the document does not contain adequate information. Aspen is represented by: Bayard J. Snyder, Esq. Snyder & Associates, P.A. 3801 Kennett Pike, Suite 201 Building C Wilmington, DE 19807 Tel: (302) 657-8300 (800) 657-8302 Fax: (302) 657-8301 Email: bjs1@snyderlaw.pro -- and -- William D. Deveau, Esq. Connell Foley LLP Harborside 5 Suite 2510 Jersey City, NJ 07311 Phone: 201.521.1000 Email: wdeveau@connellfoley.com -- and -- Jonathan P. McHenry, Esq. Philip W. Allogramento III, Esq. Robert K. Scheinbaum, Esq. J. Christopher Henschel, Esq. Connell Foley LLP 56 Livingston Avenue Roseland, NJ 07311 Phone: 1-973-535-0500 Fax: 1-973-535-9217 Email: jmchenry@connellfoley.com Email: pallogramento@connellfoley.com Email: rscheinbaum@connellfoley.com Email: jhenschel@connellfoley.com The class action plaintiffs are represented by: Michael P. Kelly, Esq. Andrew Dupre, Esq. Alexander M. Krischik, Esq. Renaissance Centre 405 N. King Street, 8th Floor Wilmington, DE 19801 Phone: (302) 984-6300 Fax: (302) 984-6399 Email: mkelly@mccarter.com Email: adupre@mccarter.com Email: akrischik@mccarter.com 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. PENTHOUSE GLOBAL: Trustee Has OK to Use Dream Media Cash Collateral ------------------------------------------------------------------- The Hon. Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California authorized David K. Gottlieb, the Chapter 11 Trustee in these jointly administered Chapter 11 bankruptcy cases of Penthouse Global Media, Inc. and its debtor-affiliates, to use cash collateral. On March 6, 2018, the Court entered its Order Approving Appointment of David K. Gottlieb as the Chapter 11 Trustee in these jointly administered Chapter 11 bankruptcy cases. Dream Media Corporation asserts secured claims against substantially all of the Debtors' pre-petition assets including cash collateral. The Trustee has advised Dream Media that the estate has a critical need for use of cash collateral to make certain payments in accordance with the Trustee's budget. Dream Media has consented to the Trustee's use of cash collateral in accordance with the budget. As adequate protection, Dream Media is provided with and will have a replacement lien, to the extent of any cash collateral actually used, upon the Collateral. The adequate protection liens of Dream Media in the Collateral will be subject only to Prior Permitted Liens, if any, which replacement liens will have the same validity, scope, priority and enforceability of the liens of Dream Media in the cash actually used. A full-text copy of the Order is available at: http://bankrupt.com/misc/cacb18-10098-248.pdf About Penthouse Global Headquartered in Chatsworth, California, Penthouse Global Media, Inc. -- http://www.penthouseglobalmedia.com/-- was launched in February 2016 as an acquisition by veteran entertainment executive, Kelly Holland. The Company continues the 50+ year Penthouse brand legacy. The focal point of the business includes four main branches: broadcast, publishing, licensing and digital. Various Penthouse TV channels are available in over 100 countries. Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione and brought to the U.S. in 1969. Penthouse Global Media, Inc. and its affiliates filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11, 2018. In the petitions signed by Kelly Holland, CEO, Penthouse Media estimated its assets at up to $50,000 and its liabilities at between $10 million and $50 million. Penthouse Broadcasting estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. Penthouse Licensing estimated its assets and liabilities at between $1 million and $10 million each. Judge Martin R. Barash presides over the case. Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss & Spees, LLP, serve as the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law Offices of Dermer Behrendt as litigation counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Jan. 30, 2018. The Committee retained Raines Feldman LLP as its legal counsel. PISCES MIDCO: Moody's Assigns B2 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to Pisces Midco, Inc., a new company comprised of Ply Gem Industries, Inc. and Atrium Corporation. Pisces will be owned approximately 67% by Clayton Dubilier & Rice, LLC ("CD&R") and 33% by Golden Gate Capital ("Golden Gate") and other Atrium shareholders. In the same rating action, Moody's assigned a B2 to Pisces' $1.755 billion, seven-year Term Loan B and a B2 to its estimated $125 million, five-year secured cash flow revolver. The outlook is stable. The proceeds of $1.755 billion from the Term Loan B plus $425 million of CD&R cash equity and $213 million of Golden Gate and other Atrium shareholders' rolled equity will be used to finance in part the $2.92 billion combined purchase price of Ply Gem and Atrium and $119 million of prepayment penalties, fees, and expenses. The following ratings were assigned: Assignments: Issuer: Pisces Midco, Inc. -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Pisces Midco, Inc. -- Outlook, Assigned Stable The following ratings will be withdrawn upon the close of the transaction: To be Withdrawn: Issuer: Atrium Windows and Doors, Inc. -- Probability of Default Rating, to be Withdrawn, currently rated Caa1-PD -- Speculative Grade Liquidity Rating, to be Withdrawn, currently rated SGL-3 -- Corporate Family Rating, to be Withdrawn, currently rated Caa1 -- Senior Secured Regular Bond/Debenture, to be Withdrawn, currently rated Caa1 (LGD3) Issuer: Ply Gem Industries, Inc. -- Probability of Default Rating, to be Withdrawn, currently rated B1-PD -- Speculative Grade Liquidity Rating, to be Withdrawn, currently rated SGL-2 -- Corporate Family Rating, to be Withdrawn, currently rated B1 -- Senior Secured Bank Credit Facility, to be Withdrawn, currently rated Ba3 (LGD3) -- Senior Unsecured Regular Bond/Debenture, to be Withdrawn, currently rated B3 (LGD5) Outlook Actions: Issuer: Atrium Windows and Doors, Inc. -- Outlook, to be Withdrawn, currently at Stable Issuer: Ply Gem Industries, Inc. -- Outlook, to be Withdrawn, currently at Stable RATINGS RATIONALE The B2 Corporate Family Rating reflects Pisces' elevated pro forma Moody's-adjusted debt leverage of 7.3x as of December 31, 2017, which, if not reduced in line with the company's projections, will make the B2 vulnerable to a downgrade. In addition, the rating incorporates the volatility of raw material prices, especially PVC resin and aluminum, and the highly cyclical exterior building products markets that Pisces serves. At the same time, the rating acknowledges 1) the company's healthy EBITA margins, 2) that Pisces is now even more of a force in the exterior residential building products markets, especially vinyl windows and doors, 3) that it is well-diversified across products, distribution channels, and end markets, 4) is capable of generating positive GAAP free cash flow on a sustained basis, which, if largely used at the outset for purposes other than debt reduction, would endanger the rating, and 5) Moody's positive outlook on the homebuilding industry and favorable view of the R&R market. The stable outlook is based on the critical assumption that free cash flow will be used largely for debt reduction until debt leverage comes down to levels more representative of a B2 rating. The B2 Corporate Family Rating is unlikely to be raised in the next 12 -18 months. Longer term, an upgrade could be considered if the company can reduce debt/EBITDA to below 5.25x, raise EBITA to interest above 2.25x, generate growing GAAP free cash flow, strengthen liquidity, and the homebuilding outlook remains positive. A downgrade could occur if GAAP free cash flow turns negative; if in the first few years, free cash flow is used for purposes other than debt reduction; if debt/EBITDA stays elevated at current levels; if EBITA to interest drops below 1.5x; if liquidity weakens; or if Moody's outlook on the homebuilding industry turns negative. The company's liquidity position is adequate, reflecting the following: 1) a thin cash position that is balanced in part by its projected positive free cash flow, 2) an unrated, estimated $350 million ABL revolver and the B2 rated, estimated $125 million cash flow revolver that seem appropriately-sized for the company's liquidity needs, and 3) a springing 1:1 fixed charge coverage test if availability on the ABL drops below 10% of the line ($35 million) that should be easy to maintain compliance. Alternate sources of liquidity are limited as the company's entire asset base is secured by the ABL, Term Loan B, and cash flow revolver. The cash flow revolver and the ABL combined will be sized at $475 million. The final tranche sizes are still to be determined. Ply Gem (NYSE: PGEM), headquartered in Cary, N.C., is a leading manufacturer of building products in North America. Number one in vinyl siding and in vinyl and aluminum windows, Ply Gem produces a comprehensive product line of windows and patio doors, vinyl and aluminum siding and accessories, designer accents, cellular PVC trim and mouldings, vinyl fencing and railing, stone veneer, roofing and gutterware products, used in both new construction and home repair and remodeling across the United States and Canada. 2017 revenues and net income were $2.1 billion and $68 million, respectively. Established in 1948, Atrium is a provider of windows and doors to the new construction and repair and remodel markets. The company operates a nationwide network of manufacturing facilities and sells a comprehensive line of products in all 50 states and Canada. Atrium generated approximately $350 million of revenue in 2017. Founded in 1978, Clayton Dubilier & Rice, LLC is a private investment firm. Since inception, CD&R has invested approximately $26 billion in 78 companies representing a broad range of industries, with a focus on market-leading distribution, manufacturing and multi-location businesses. The Firm has offices in New York and London. Golden Gate Capital is a San Francisco-based private equity investment firm with over $15 billion in committed capital. Golden Gate has invested across a wide range of industries and transaction types, including industrials, retail, restaurants, technology and business services. PRECIPIO INC: Settles Lawsuit with Crede for $1.9 Million --------------------------------------------------------- Precipio, Inc., has entered into a settlement agreement with Crede Capital Group LLC pursuant to which Precipio agreed to pay Crede a total sum of $1.925 million over a period of 16 months payable in a combination of cash and stock in accordance with terms contained in the Agreement. In accordance with the terms of the Agreement and in addition to the agreement to pay, Precipio has also executed and delivered to Crede an affidavit of confession of judgment. As previously disclosed, on Feb. 20, 2018, Crede filed a lawsuit against Precipio in the Supreme Court of the State of New York for Summary Judgment in Lieu of Complaint requiring the Company to pay cash owed to Crede. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million in total assets, $14.57 million in total liabilities and $20.40 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. QUALITY CONSTRUCTION: Oilfield Service Companies Seek Chapter 11 ---------------------------------------------------------------- Quality Construction & Production, LLC, and three affiliates have sought bankruptcy protection. The Debtors operate a group of oilfield service companies in the areas of onshore and offshore fabrication, installation, and production operations in Youngsville, Louisiana, and together employ approximately 850 people. The Debtors intend to continue business operations. On the Petition Date, they filed motions to: 1. use cash collateral of Midsouth Bank; 2. compensate insiders; 3. pay Insurance Premium Financing Payments 4. use their existing bank accounts; 5. prohibit utility companies from discontinuing service; and 6. jointly administer their Chapter 11 cases. The Debtors have sought expedited consideration at a hearing on March 20, 2018, of their cash collateral motion. The Debtors said that expedited hearing is needed to ensure that the companies can maintain a smooth flow of business and due to the companies needing to use cash collateral immediately. Midsouth Bank has a first priority security interest in all or nearly all of the Debtors' accounts receivable and inventory as well as cash located in the Debtors' deposit accounts located at Midsouth. Currently the Debtors have approximately $14,000,000 in outstanding accounts receivable as well as approximately $56,000 in the Debtors' deposit accounts at Midsouth, which would constitute Midsouth's cash collateral within the meaning of Sec. 363(a) of the Bankruptcy Code. According to Tom St. Germain, Esq., at Weinstein & St. Germain, LLC, without the ability to use Cash Collateral, the Debtors will not have the funds necessary to pay its payroll, related payroll taxes, postpetition inventory suppliers, postpetition rent, postpetition overhead and other ordinary postpetition expenses necessary for the continued operation of the Debtors' businesses and the management and preservation of the Debtor's assets. The use of the Cash Collateral and inventory will benefit the Debtor, its estate, and its creditors and equity security holders. The Debtors' cash needs for expenditures are approximately $6,000,000 per month. The Debtors are seeking approval to continue paying salaries of their owners. The Debtors employ insider owners Nathan Granger, Jr., as its President, and Troy Collins as its CEO, along with various family members of Mr. Granger and Mr. Collins. Mr. Grangers has a salary of $13,199 per month. Mr. Collins has a salary of $14,327 per month. Both oversee all aspects of running the Debtors. About Quality Construction Quality Construction & Production, LLC, and its subsidiaries operate a group of oilfield service companies in the areas of onshore and offshore fabrication, installation, and production operations in Youngsville, Louisiana, and together employ approximately 850 people. The Company's onshore fabrication services include spool piping, production modules, manifolds, deck extensions, and riser guards and clamps. QCP's offshore services include hook-ups, facilities maintenance/upgrades, compressor installations and field welding. Quality Construction was founded by Nathan Granger and Troy Collins in 2001. Quality Construction & Production, LLC, and three affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on March 16, 2018. In the petition signed by Nathan Granger, president, Quality Construction estimated $10 million to $50 million in assets and debt. The Hon. Robert Summerhays is the case judge. Weinstein & St. Germain, LLC, is the Debtors' counsel, with the engagement led by name partner Tom E. St. Germain, Esq. Donlin, Recano & Company is the claims and noticing agent. REAL INDUSTRY: Disclosure Statement Hearing Set for March 29 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on March 29 to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Real Industry, Inc. and its affiliates. The hearing will be held at Courtroom 5. Objections are due by March 22. If confirmed and consummated, the plan will ensure Real Industry has the working capital necessary to continue to implement its business strategy, reorganize and exit from bankruptcy, and fund its post-emergence operations to pursue future acquisitions, according to the company's disclosure statement filed on March 1. Under the plan, all Series B Preferred Interests and Common Interests will be cancelled and holders of Series B Preferred Interests in Class 4 and Common Interests in Class 5 will together receive 51% of the issued and outstanding new common stock of the reorganized company as of the effective date of the plan. The remaining 49% of the issued and outstanding new common stock will be purchased by 210/RELY Partners, LP and Goldman Sachs Asset Management, LP or its designated affiliates for $17.5 million. 210/RELY Partners and Goldman Sachs recently entered into restructuring support agreements with Aleris Corp., the holder of 100% of Series B Preferred Interests, and three investors that collectively hold approximately 15% of the Common Interests. Under the terms of the RSAs, the investors have agreed to vote in favor of a restructuring of Real Industry on the terms set forth in the plan. Moreover, Real Industry's largest shareholder, which holds approximately 15% of the Common Interests, will vote in favor of the plan, taking the total known support for the plan from holders of Common Interests to approximately 30%, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/deb17-12464-528.pdf Real Industry intends to seek confirmation of the plan and emerge from bankruptcy by May 10. About Real Industry Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the holding company for Real Alloy, the largest third-party aluminum recycler in both North America and Europe. Real Alloy offers products to wrought alloy processors, automotive original equipment manufacturers, foundries, and casters. Real Alloy delivers recycled metal in liquid or solid form according to customer specifications and serves the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Industry has no funded debt. The funded debt obligations of the Real Alloy debtors total $400 million, comprised of (i) $96 million outstanding under a $110 senior secured revolving asset-based credit facility with Bank of America, and (ii) $305 million in principal outstanding under 10.00% senior secured notes due 2019. Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in Delaware on Nov. 17, 2017. The Honorable Kevin J. Carey is the case judge. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Jefferies LLC as the debtors' investment banker; Berkeley Research Group, LLC as financial advisor; Ernst & Young LLP as auditor and tax advisor; and Prime Clerk as the claims and noticing agent and administrative advisor. The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel; Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez & Marsal Securities, LLC, as financial advisor. DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc Noteholder Group. The Official Committee of Unsecured Creditors tapped Brown Rudnick LLP as counsel; Duane Morris LLP as Delaware counsel; Miller Buckfire & Co, LLC, as investment banker; and Goldin Associates, LLC, as financial advisor. The Ad Hoc Committee of Equity Holders of Real Industry tapped the firms of Dentons US LLP and Bayard, P.A., as counsel. * * * Real Alloy entered into an agreement with its existing asset-based facility lender and certain of its bondholders for continued use of its $110 million asset-based lending facility and up to $85 million of additional liquidity through debtor-in-possession financing to fund ongoing business operations. As Real Industry has no access to the Real Alloy debtors' postpetition financing, Real Industry accepted an unsolicited proposal from 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in postpetition financing, (ii) an equity commitment of $17 million for up to 49% of the common stock, and (iii) a commitment to provide a $500 million acquisition financing facility on terms to be negotiated. REGISTER COMMUNICATIONS: Taps Boyer Law Firm as Legal Counsel ------------------------------------------------------------- Register Communications, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Law Firm, LLC as its legal counsel. The firm will assist the Debtor in formulating a bankruptcy plan and will handle other matters incident to its Chapter 11 case. Wesley Boyer, Esq., a member of Boyer Law Firm and the attorney who will be handling the case, charges an hourly fee of $340. Mr. Boyer disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Wesley J. Boyer, Esq. Boyer Law Firm, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Phone: (478) 742-6481 Email: Wes@WesleyJBoyer.com About Register Communications Register Communications, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 15-52823) on Dec. 9, 2015. In its petition signed by Steve Latkovic, vice-president and treasurer, the Debtor disclosed $4.26 million in assets and $8.66 million in liabilities. Judge Austin E. Carter presides over the case. McCallar Law Firm previously served as the Debtor's legal counsel. The Debtor hired Victor Smith Law Group, P.A., Tanner Bishop, and James, Bates, Brannan, Groover, LLC as special counsel. REVOLUTION ALUMINUM: Disclosure Statement Hearing on March 28 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana is set to hold a hearing on March 28, at 9:30 a.m., to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan for Revolution Aluminum Propco, LLC. Objections to the disclosure statement must be filed at least seven business days before the hearing. About Revolution Aluminum Propco Revolution Aluminum Propco, LLC, is a Louisiana company established in 2015. It owns a real property comprised of approximately 1,400 acres in Pineville, Louisiana. The property, which is the Company's sole asset, is an industrial park and the former site of a paper mill. Revolution Aluminum Propco is 100% owned by its parent company, Revolution Aluminum LLC, and is managed by Roger Boggs. Ryan & Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No. 16-81024) against Revolution Aluminum Propco on Sept. 15, 2016. The Court entered an order officially placing the Debtor in bankruptcy on Feb. 1, 2017. The petitioning creditors are represented by Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell. Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Beau Box Real Estate as real estate broker and manager. On March 16, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Gold Weems Bruser Sues & Rundell, APLC, as counsel. Lucy G. Sikes was appointed Chapter 11 trustee for the Debtor. RICHARD ANNUNZIATA: Dist. Ct. Upholds Trustee and Putnam Settlement ------------------------------------------------------------------- Appellant and Debtor Richard Annunziata in the case captioned RICHARD ANNUNZIATA, Appellant, v. NANCY ISAACSON, CHAPTER 11 TRUSTEE, UNITED STATES TRUSTEE, et al., Appellees, Civil Action No. 17-1864 (MAS) (D.N.J.) appeals from the Bankruptcy Court's amended order approving the bankruptcy settlement, dated Dec. 28, 2016 and the Bankruptcy Court's denial of Debtor's motion for reconsideration, dated March 9, 2017. The U.S. Trustee, the Chapter 11 Trustee, and Putnam at Tinton Falls, LLC, each filed opposition. After careful consideration, District Judge Michael A. Shipp denies the Debtor's appeal and affirms the Bankruptcy Orders. The issues on appeal are whether the Bankruptcy Court abused its discretion in approving the settlement between Putnam and the Chapter 11 Trustee; or denying the motion for reconsideration. Settlement compromises are generally favored in bankruptcy. The approval or rejection of a settlement is committed to the sound discretion of the bankruptcy court. In evaluating a proposed settlement, the Bankruptcy Court must consider whether the settlement is "fair, reasonable, and in the best interest of the estate." A settlement does not need to be the "best possible compromise" available, it only needs to be above "the lowest point in the range of reasonableness." "An abuse of discretion exists where the district court's decision rests upon a clearly erroneous finding of fact, an errant conclusion of law, or an improper application of law to fact." Debtor's argument on appeal does not explain how the Bankruptcy Court abused its discretion. Instead, Debtor recites the same arguments about the reasons he believes the settlement should not have been approved in the first instance. Essentially, Debtor argues that he believes there may be money missing from Escrow I even though the "accounting [] on the surface level looks like it accounts for all [of] the money," Escrow II should not be "given away," and the Bankruptcy Court cannot issue an order relating to Escrow II because it would violate the Rooker-Feldman doctrine. The Court is not persuaded that the Bankruptcy Court abused its discretion. To the contrary, the Bankruptcy Court acted reasonably, carefully analyzed the issues, and reached an appropriate decision, which certainly falls above the lowest point in the range of reasonableness. Further, this Court agrees with the Bankruptcy Court that the Rooker-Feldman doctrine is not applicable. The doctrine is only implicated to bar federal jurisdiction when: (1) the federal plaintiff lost in state court; (2) the plaintiff complains of injuries caused by the state court judgment; (3) the state court judgment was rendered before the federal suit was filed; and (4) the plaintiff is inviting the court to review and reject the state court judgment. Judge Kilgallen's order permitting the holder of the escrow to deposit the money with the court does not prevent the Bankruptcy Court from approving a settlement between the Trustee and Putnam that involves these funds. The Bankruptcy Court's Orders do not reject any state court order. In fact, none of the Judge Kilgallen's orders actually determine ownership of Escrow II. The fact that the order allows parties to apply for release of the funds after final resolution of the litigations does not prevent the Bankruptcy Court from approving a settlement related to these funds-especially where the issue of Debtor's purported interest in Putnam is completely resolved. The Court, therefore, finds that the Bankruptcy Court did not abuse its discretion in approving the settlement or denying the motion for reconsideration. The bankruptcy case is in re: RICHARD ANNUNZIATA, Debtor, Bankruptcy Action No. 15-28996 (CMG)(Bankr. D.N.J.). A full-text copy of Judge Shipp's Memorandum Opinion dated Feb. 28, 2018 is available at https://is.gd/bAFtGw from Leagle.com. RICHARD ANNUNZIATA, Appellant, represented by ERIC SHAWN LANDAU, LAW OFFICE OF ERIC S. LANDAU. PUTNAM AT TINTON FALLS, LLC., Defendant, represented by ELIAS ABILHEIRA -- elias@anlegal.net -- ABILHEIRA & ASSOCIATES, P.C. NANCY ISAACSON, Appellee, represented by DAVID L. BRUCK -- dbruck@greenbaumlaw.com -- GREENBAUM, ROWE, SMITH & DAVIS, LLP. NANCY ISAACSON, Appellee, pro se. UNITED STATES TRUSTEE, Appellee, represented by ROBERT J. SCHNEIDER, Jr., OFFICE OF THE UNITED STATES TRUSTEE. ROBERSON LTD: Taps Thomas E. Crowe as Legal Counsel --------------------------------------------------- Roberson Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Thomas E. Crowe Professional Law Corporation as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge $425 per hour for the services of its attorney and $175 per hour for paralegal services. Crowe received from the Debtor the sum of $5,000, plus the filing fee of $1,717 prior to the Petition Date. Thomas Crowe, Esq., disclosed in a court filing that his firm does not hold any interests adverse to the Debtor's estate and creditors. The firm can be reached through: Thomas E. Crowe, Esq. Thomas E. Crowe Professional Law Corporation 2830 S. Jones Blvd., Suite 3 Las Vegas, NV 89146 Phone: (702) 794-0373 E-mail: tccrowe@thomascrowelaw.com About Roberson Ltd. Roberson Ltd., which conducts business under the name Park Hill Family Practice, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-10903) on Feb. 22, 2018. In its petition signed by Charlezetta Roberson, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge August B. Landis presides over the case. ROSENBAUM FARM: Disclosures Approval Hearing Set for April 3 ------------------------------------------------------------ Judge Paul M. Black of the U.S. Bankruptcy Court for the Western District of Virginia will convene a hearing on April 3, 2018 at 10:30 AM to consider approval of Rosenbaum Feeder Cattle, LLC and Rosenbaum Farm, LLC's disclosure statement dated Feb. 28, 2018. March 27, 2018 is fixed as the last date for filing and serving written objections to the Disclosure Statement. About Rosenbaum Farm and Rosenbaum Feeder Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC, own a hog feedlot facility at 36000 Allison Lane, Glade Spring, Virginia. William McCann Rosenbaum and William Todd Rosenbaum, who are father and son respectively. William and Todd Rosenbaum are the sole owners of Rosenbaum Farm. The Farm has been in the Rosenbaum family for four generations. Rosenbaum Farm and Rosenbaum Feeder Cattle sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum, its secretary and treasurer, signed the petitions. The Debtors' cases were consolidated for procedural purposes on Aug. 17, 2017. At the time of the filing, both Debtors estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Black presides over the cases. The Debtors hired Stoll Keenon Ogden PLLC as bankruptcy counsel, and Browning, Lamie & Gifford, P.C., as local counsel. The Debtors hired Hicok, Fern & Company CPAs as their accountant and financial advisor. RYNIC INC: Has Interim OK to Use VNB Cash Collateral Until May 31 ----------------------------------------------------------------- Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida has entered an Agreed First Interim Order authorizing Rynic, Inc., to use Valley National Bank's cash collateral to pay the monthly expenses through May 31, 2018 as set forth in the budget. The Debtor is also authorized to pay all fees required by the U.S. Trustee and Clerk of Court. The Debtor will operate strictly in accordance with the Budget and will not exceed 10% above the amount of any line item shown in the Budget. The approved cash collateral Budget shows total expenses of approximately $65,756 covering the months of March through May 2018. Valley National Bank will have a first priority post-petition security interest in, and lien upon, all of the Debtor's personal property, and all cash and non-cash proceeds thereof, which are or have been acquired, generated or received by the Debtor after the filing of the petition commencing this case, to the same extent that Valley National Bank held a properly perfected prepetition security interest or lien in assets immediately prior to the filing of the petition commencing this case. As additional adequate protection for the Debtor's use of cash collateral, the Debtor will, on or before April 1, 2018, and on the first day of each month thereafter, deliver to Valley National Bank, though its counsel, monthly payments in the amount of $1,700 (for loan #0536) and $1,200 (for loan #8059), totaling $2,900. In addition, the Debtor is required to promptly furnish Valley National Bank with such financial and other information as required by the underlying loan documents and such other information, documents and reports as Valley National Bank may reasonably request. A full-text copy of the Agreed First Interim Order is available at: http://bankrupt.com/misc/flsb18-12477-16.pdf About Rynic, Inc. Rynic, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-12477) on March 2, 2018. In the petition signed by Rite K. Weller, president, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by David Lloyd Merrill, Esq., at Merrill PA. SALSGIVER INC: Taps Whiteford Taylor as Legal Counsel ----------------------------------------------------- Salsgiver, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Whiteford, Taylor & Preston, LLP, as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The firm's hourly rates are: Michael Roeschenthaler $605 Daniel Schimizzi $400 Jeffrey Friedrich $385 Kelly McCauley $355 Lela Lescallette $290 Whiteford received a retainer of $20,000 from the Debtors. Daniel Schimizzi, Esq., at Whiteford, disclosed in a court filing that his firm does not represent any interests adverse to the Debtors and their estates. The firm can be reached through: Daniel R. Schimizzi, Esq. Kelly E. McCauley, Esq. Whiteford Taylor & Preston, LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: (412)-275-2401 Fax: (412)-275-2406 E-mail: dschimizzi@wtplaw.com About Salsgiver Inc. Based in Freeport, Pennsylvania, Salsgiver Inc. -- http://gotlit.com/http://www.salsgiver.com/-- is a wired telecommunications carrier offering internet, phone and video services to residential and business clients. The company also provides telecom services. Salsgiver and its affiliates Salsgiver Telecom, Inc. and Salsgiver Communications, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case Nos. 18-20803, 18-20805 and 18-20806) on March 2, 2018. In their petitions signed by Loren M. Salsgiver, president, the Debtors estimated assets of less than $50,000. Salsgiver disclosed $1 million to $10 million in liabilities. Salsgiver Telecom estimated less than $500,000 in liabilities while Salsgiver Communications estimated less than $50,000 in liabilities. Judge Jeffery A. Deller presides over the bankruptcy case of Salsgiver Telecom. The two other cases have been assigned to Judge Thomas P. Agresti. SKY-SKAN INC: Disclosure Statement Hearing Set for April 18 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire is set to hold a hearing on April 18 to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Sky-Skan Incorporated. Sky-Skan on March 1 filed a restructuring plan that proposes to pay Class 7 general unsecured claims over five years on a pro rata basis from the proceeds of the unsecured creditor's trust. Sky-Skan will fund the trust with these assets: (i) any claims the company has against Coastal Capital, LLC; (ii) any claims it has under Chapter 5 of the Bankruptcy Code; (iii) 20% of its net income before taxes for the prior year no later than July 15, 2018 and the same date of each of the successive four years thereafter, according to the company's disclosure statement. The company disclosed in its restructuring plan that the estimated amount of allowed Class 7 claims is $4,409,971, and that the projected dividend is $249,688. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/nhb17-11540-191.pdf About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital full dome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital fulldome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. Steven T. Savage, president, signed the petition. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on December 1, 2017. The committee hired William S. Gannon PLLC as its bankruptcy counsel. SOUTHEASTERN GROCERS: Slate Says 10 Stores Not Part of Closures --------------------------------------------------------------- Slate Retail REIT (the "REIT") provides the following update in connection with the announcement by Southeastern Grocers, LLC ("SEG"), the parent of Winn-Dixie, BI-LO, Fresco y Más and Harveys Supermarket grocery stores, that SEG has entered into a Restructuring Support Agreement ("RSA") on March 15, 2018. As part of the RSA, SEG has announced its intention to close approximately 18% of its stores. None of the REIT's 10 properties anchored by Winn-Dixie or BI-LO grocery stores are expected to be part of such store closures. In contemplation of a potential restructuring by SEG, the REIT entered into conditional lease amendments with SEG to modify the terms of certain of the REIT's existing leases. The impact of these changes include: Minor rent reductions will be provided at 6 of the REIT's 10 properties over the remaining term to maturity in return for lease term modifications and store investments by SEG. This reduction is equal to approximately 0.7% of the REIT's fourth quarter 2017 net operating income on an annualized basis. SEG has committed to providing certain minimum investments at the REIT's properties, to either upgrade or improve the existing format. The term of certain leases will be amended, however, the weighted average term to maturity will remain at 6.6 years. The aggregate carrying value at December 31, 2017 of the REIT's properties anchored by Winn-Dixie or BI-LO grocery stores reflected a potential restructuring and certain rent adjustments. The conditional lease amendments agreed to between the REIT and SEG are effective upon SEG's successful emergence from the restructuring. "Confirmation by Southeastern Grocers that none of its grocery stores at the REIT's properties are expected to close is reflective of our team's ability to identify and acquire high quality real estate," said Greg Stevenson, Chief Executive Officer of the REIT. "We look forward to continuing to build on our strong relationship with Southeastern Grocers, working constructively with them." REIT's Properties Anchored by SEG's Winn-Dixie or BI-LO Grocery Stores Property City, State, MSA Banner Sq. Ft. Barefoot Commons North Myrtle Beach, SC, Myrtle Beach-Conway-North Myrtle Beach SC-NC MSA Bi-LO 48,520 Dill Creek Commons Greer, SC, Greenville-Anderson-Mauldin SC MSA Bi-LO 45,876 Armstrong Plaza Fountain Inn, SC, Greenville-Anderson-Mauldin SC MSA Bi-LO 38,588 98 Palms Destin, FL, Crestview-Fort Walton Beach-Destin FL MSA Winn-Dixie 48,397 Bloomingdale Plaza Brandon, FL, Tampa-St. Petersburg-Clearwater FL MSA Winn-Dixie 47,195 Seminole Oak Seminole, FL, Tampa-St. Petersburg-Clearwater FL MSA Winn-Dixie 44,702 Errol Plaza Apopka, FL, Orlando-Kissimmee-Sanford FL MSA Winn-Dixie 46,160 Uptown Station Fort Walton Beach, FL, Crestview-Fort Walton Beach-Destin FL MSA Winn-Dixie 48,106 Salerno Village Square Stuart, FL, Miami-Fort Lauderdale-West Palm Beach FL MSA Winn-Dixie 45,802 Meres Town Centre Tarpon Springs, FL, Tampa-St. Petersburg-Clearwater FL MSA Winn-Dixie 37,500 Total 450,846 About Slate Retail REIT Slate Retail REIT (TSX:SRT.U) (TSX:SRT.UN) -- http://www.slateretailreit.com-- is a real estate investment trust focused on U.S. grocery-anchored real estate. The REIT owns and operates approximately U.S. $1.5 billion of assets located across the top 50 U.S. metro markets that are visited regularly by consumers for their everyday needs. The REIT's conservative payout ratio, together with its diversified portfolio and quality tenant covenants, provides a strong basis to continue to grow unitholder distributions and the flexibility to capitalize on opportunities that drive value appreciation. About Slate Asset Management L.P. Slate Asset Management L.P. -- http://www.slateam.com-- is a leading real estate investment platform with over $4.5 billion in assets under management. Slate is a value-oriented manager and a significant sponsor of all of its private and publicly-traded investment vehicles, which are tailored to the unique goals and objectives of its investors. The firm's careful and selective investment approach creates long-term value with an emphasis on capital preservation and outsized returns. Slate is supported by exceptional people, flexible capital and a proven ability to originate and execute on a wide range of compelling investment opportunities. About Southeastern Grocers Southeastern Grocers, LLC, (SEG), parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/,http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ Southeastern Grocers, LLC, announced that by the end of March 2018, it will commence a Chapter 11 case in Delaware bankruptcy court to seek confirmation of a prepackaged chapter 11 plan that will cancel its unsecured notes in exchange for 100% of the equity of the reorganization company. Weil, Gotshal & Manges LLP is serving as legal counsel, Evercore is serving as investment banker, and FTI Consulting Inc . is serving as restructuring advisor to Southeastern Grocers. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. STATESBORO LIFE: April 12 Approval Hearing on Disclosure Statement ------------------------------------------------------------------ Judge Edward J. Coleman III of the U.S. Bankruptcy Court for the Southern District of Georgia will convene a hearing on April 12, 2018 at 2:30 PM to consider approval of Statesboro Life Restaurant Group, Inc.'s disclosure statement in support of a chapter 11 plan dated March 1, 2018. April 6, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement, including objections to the Debtor's valuation of assets of the estate. Based in Greensboro, Georgia, Statesboro Life Restaraunt Group, is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) debtor. The company's principal place of business is located at 6319 Bank Dairy Road, in Statesboro, Georgia. The company was founded in 2010. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 17-60521) on Dec. 1, 2017. The petition was signed by Christian Bennett, owner/stockholder. At the time of the filing, the Debtor disclosed $634,725 in assets and $1.34 million in liabilities. TOW YARD: Taps KC Cohen, Lawyer, as Legal Counsel ------------------------------------------------- Tow Yard Brewing, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire KC Cohen, Lawyer, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; investigate and pursue any actions in order to recover assets; pursue confirmation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge an hourly fee of $350 for its services. KC Cohen does not represent or hold any interest adverse to the Debtor, according to court filings. The firm can be reached through: KC Cohen, Esq. KC Cohen, Lawyer, PC 151 N. Delaware St., Suite 1106 Indianapolis, IN 46204-2573 Phone: 317.715.1845 Fax: 636.8686 Email: kc@smallbusiness11.com About Tow Yard Brewing Tow Yard Brewing, LLC, owns and operates a brewery and restaurant in downtown Indianapolis. It commenced a Chapter 11 case in order to forestall eviction from the premises in which it operates by its landlord. It has determined after substantial negotiations with its landlord that there is no viable way to continue to occupy the premises and otherwise cannot continue to operate without such premises. BMO Harris Bank is the secured creditor having a blanket lien behind purchase money financiers on the Equipment to secure a claim of $240,000. Tow Yard Brewing sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-00260) on Jan. 17, 2018. In the petition signed by Shawn Cannon, manager, the Debtor estimated assets of up to $50,000 and debt of $100,001 to $500,000. The Debtor tapped KC Cohen, Esq., at KC Cohen, Lawyer, PC, as counsel. TOW YARD: Taps Key Auctions to Sell Personal Property ----------------------------------------------------- Tow Yard Brewing, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire an auctioneer. The Debtor proposes to employ Key Auctions, LLC in connection with the sale of substantially all of its personal properties. Key Auctions will be paid a marketing fee of $2,500 if sold as a going concern and $5,000 if sold at auction, plus 10% commission, 10% buyer's premium if sold as a going concern, 15% buyer's premium if sold at auction, 3% on internet bids, and credit card processing fees from the sale proceeds. Seth Seaton, an independent agent of Key Auctions, disclosed in a court filing that the firm has no connection with the Debtor or any other party that would constitute a potential or actual conflict in its representation of the Debtor. Key Auctions can be reached through: Seth Seaton Key Auctions, LLC 5520 South Harding Street Indianapolis, IN 46217 Phone: 855-353-1100 E-mail: info@keyauctioneers.com About Tow Yard Brewing Tow Yard Brewing, LLC, owns and operates a brewery and restaurant in downtown Indianapolis. It commenced a Chapter 11 case in order to forestall eviction from the premises in which it operates by its landlord. It has determined after substantial negotiations with its landlord that there is no viable way to continue to occupy the premises and otherwise cannot continue to operate without such premises. BMO Harris Bank is the secured creditor having a blanket lien behind purchase money financiers on the Equipment to secure a claim of $240,000. Tow Yard Brewing sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-00260) on Jan. 17, 2018. In the petition signed by Shawn Cannon, manager, the Debtor estimated assets of up to $50,000 and debt of $100,001 to $500,000. The Debtor tapped KC Cohen, Esq., at KC Cohen, Lawyer, PC, as counsel. TOYS R US: Phillips Nizer's Behr Offers Perspective on Bankruptcy ----------------------------------------------------------------- Phillips Nizer's Alan Behr, who writes the popular Fashion Industry Law Blog, offers his perspective on the Toys R Us bankruptcy. Mr. Behr handles fashion, international intellectual property and entertainment law issues. He has handled anti-counterfeiting, trademark enforcement and IP protection activities for luxury and general market brands. He was also formerly Atari, Inc's General Counsel. Mr. Behr notes: "I have a certain fondness for Toys R Us because, like the company, I come from Wayne, New Jersey. Retail has moved from being a format for the delivery of goods to a provider of experiences. Other than for that, why not order your eight-year-old son's Nerf guns (as I do) while sitting barefoot in your living room, round about midnight? Toys R Us created a big and fun world—for kids—but it was no fun for parents. As an experience, it was just difficult—big, noisy, and the merchandise was no different than what was available cheaper (and quieter) online." "And remember that, through advertising saturation, kids usually know what they want. Get it for them online and they will be happy; take them to a toy store, and get ready to buy things they hadn't wanted until you walked in. Finally, Toys R Us suffered from a too-heavy reliance on external branding -- to the point that, after its takeover and painful watering down of the once-high-end FAO Schwarz store in Manhattan, someone walking in and asking for a play doctor's bag (as I tried to do) could not get one because there were no doctor's bags branded as Star Wars, Star Trek, etc. Ironically, FAO Schwarz was sold, reinterpreted, and apparently will survive," said Mr. Behr. Marc Landis is the Managing Partner of Phillips Nizer LLP and co-chair of the firm's Real Estate Practice. Mr. Landis maintains a diverse real estate and corporate transactional practice focused on the representation of purchasers, sellers, lenders and borrowers in investment real estate acquisition, sales and financing transactions and the formation and execution of real estate investment funds. Mr. Landis can give thoughts on the real estate strategy. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. UNITED BANCSHARES: Joseaph Drennan Quits as Director ---------------------------------------------------- Joseph T. Drennan, a Class C director of United Bancshares, Inc. and current chairman of the Corporation's audit/compliance committee, provided the Corporation on March 12, 2018, with a notice of his intention to retire effective immediately. Mr. Drennan's decision to retire is solely due to personal reasons and did not result from a disagreement on any matter relating to the Corporation's operations, policies or practices, according to a Form 8-K filed by United Bancshares with the Securities and Exchange Commission. William B. Moore, the current vice chairman of the Corporation's board of directors, was named as the chairman of the Audit/Compliance Committee, effective March 12, 2018. About United Bancshares Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is an African American controlled and managed bank holding company for United Bank of Philadelphia, a commercial bank chartered in 1992 by the Commonwealth of Pennsylvania, Department of Banking. United Bancshares incurred a net loss of $494,775 in 2015, a net loss of $343,067 in 2014, and a net loss of $668,898 in 2013. As of Dec. 31, 2015, United Bancshares had $58.98 million in total assets, $56.30 million in total liabilities and $2.67 million in total shareholders' equity. VERTEX ENERGY: Laurence Lytton Has 5.4% Stake as of Feb. 26 ----------------------------------------------------------- Laurence W. Lytton disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Feb. 26, 2018, he beneficially owns 1,812,000 shares of common stock of Vertex Energy, constituting 5.4 percent based on 33,158,176 shares outstanding as of March 6, 2018, as reported in the 10-K for the period ending Dec. 31, 2017. The amount beneficially owned by Mr. Lytton consists of 1,637,550 held by him, 139,950 held by the AWL Family LLC, 29,500 held by the Lytton-Kambara Foundation, and 5,000 shares held by other related accounts. A full-text copy of the regulatory filing is available at: https://is.gd/3JFgri About Vertex Vertex Energy, Inc. (NASDAQ: VTNR) -- http://www.vertexenergy.com/ -- is a specialty refiner of alternative feedstocks and marketer of high-purity petroleum products. With its headquarters in Houston, Texas, Vertex is a processor of used motor oil in the U.S. and has processing capacity of over 115 million gallons annually with operations located in Houston and Port Arthur (TX), Marrero (LA), and Columbus (OH). Vertex also has a facility, Myrtle Grove, located on a 41 acre industrial complex along the Gulf Coast in Belle Chasse, LA, with existing hydroprocessing and plant infrastructure assets that includes nine million gallons of storage. Vertex has implemented a cost-effective strategy for building its feedstock supply by establishing a successful self-collection and aggregation system. The Company has built a reputation as a key supplier of Group II+ and Group III base oils to the lubricant manufacturing industry in North America. Vertex Energy reported a net loss attributable to the Company of $8.43 million on $145.49 million of revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $3.95 million on $98.07 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Vertex Energy had $84.30 million in total assets, $32.96 million in total liabilities, $22.95 million in temporary equity, and $28.38 million in total equity. WALKING CO: Taps Kurtzman Carson Consultants as Claims Agent ------------------------------------------------------------ The Walking Company Holdings, Inc. and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to hire Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. a. prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including, if applicable (i) notice of the commencement of the cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of any chapter 11 plan, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any chapter 11 plan, and (vii) all other notices, orders, pleadings, publications, and other documents as the Debtors and/or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto (if they are required to be filed); c. maintain (i) a list of all potential creditors, equity holders, and other parties in interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002 and those parties that have filed a notice of appearance under Bankruptcy Rule 9010; update said lists and make said lists available upon request by aparty-in-interest or the Clerk; d. to the extent necessary, furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. prepare and file or cause to be filed with the Clerk an affidavit or certificate of service for all notices, motions, orders, and other pleadings or documents served within seven (7) business days of service that includes (i) either a copy of the notice served or the docket numbers(s) and titles) of the pleadings) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk's office, check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. (i) maintain the official claims register for each Debtor on behalf bf the Clerk, (ii) upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers, and (iii) specify in the Claims Registers the following information for each claim docketed: (A) the claim number assigned; (B) the date received; (C) the name and address of the claimant and agent, if applicable, who filed the claim; (D) the amount asserted; (E) the asserted classifications of the claim; (F) the applicable Debtor; and (G) any disposition of the claim; i. provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; j. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; k. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); l. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of KCC, not less than weekly; m. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; n. monitor the Court's docket for all notices of appearance, address changes, claims-related pleadings, and orders filed, and make necessary notations on and/or changes to the Claims Registers; o. assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases, as directed by the Debtors and/or the Court, including through the use of a case website and/or call center; p. if the cases are converted to chapter 7, contact the Clerk's Office within three (3) days of the notice to KCC of entry of the order converting the cases; q. thirty (30) days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing KCC and terminating KCC's services upon completion of its duties and responsibilities and upon the closing of these cases; r. within seven (7) days of notice to KCC of the entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the cases; and s. at the close of these chapter 11 cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096, or (ii) any other location requested by the Clerk's office. Evan Gershbein, Senior Vice President of Corporate Restructuring Services at Kurtzman Carsgn Consultants LLC, attests that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. The Debtors provided KCC a retainer in the amount of $20,000. The agent can be reached through: Evan Gershbein Kurtzman Carsgn Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Phone: 310-751-1803 Email: egershbein@kccllc.com About The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. WEST RANGE: Suit vs TSC Barred by Contract Rejection, Court Rules ----------------------------------------------------------------- The Defendant in the case captioned WEST RANGE RECLAMATION, LLC, Plaintiff, v. THE SCOTT'S COMPANY, LLC, Defendant, Civil Action No. 16-cv-02161-RM-KMT (D. Colo.) filed a motion to dismiss Plaintiff's Second Amended Complaint" filed Jan. 31, 2017. Upon careful evaluation, Magistrate Judge Kathleen M. Tafoya recommends that the motion be granted. Defendant argues that Plaintiff's claims are barred by the United States Bankruptcy Court's rejection of the contract at issue in this case. Plaintiff is the Debtor in the Chapter 11 bankruptcy proceeding in the United States Bankruptcy Court for the District of Colorado. On June 7, 2016, Plaintiff filed in the Bankruptcy Court a "Motion to Reject Executory Contract with the Scott's [sic] Company, LLC."In the Motion to Reject, Plaintiff sought an order rejecting the "executory contract" between Plaintiff and Defendant, which Plaintiff identified as the Contract. Plaintiff represented to the Bankruptcy Court that it "wishes to reject this Contract because it has determined that its terms are not financially beneficial to the estate or its creditors" and that the "rejection of the Contract benefits the estate by allowing the Debtor to continue operations without the burdensome and unprofitable Contract terms." The Bankruptcy Court granted Plaintiff's Motion to Reject. Defendant argues, as a matter of law, Plaintiff is precluded from enforcing the contract's provisions. By filing the Motion to Reject in the Bankruptcy proceedings, Plaintiff made the decision to reject the contract. The trustee did not object to the rejection thereby deciding that the executory contract was not beneficial to the estate. The Bankruptcy Court granted the Motion to Reject, as such, Plaintiff cannot assert claims related to the Contract, and they should be dismissed for failure to state a claim upon which relief can be granted. A copy of Judge Tafoya's Recommendation is available at https://is.gd/6fzHOx from Leagle.com. West Range Reclamation, LLC, Plaintiff, represented by Craig K. Schuenemann -- craig.schuenemann@bryancave.com -- Bryan Cave LLP & Jenny M.F. Fujii, Kutner Brinen, P.C. The Scott's Company, LLC, Defendant, represented by Erin E. Rhinehart -- erhinehart@ficlaw.com -- Faruki Ireland & Cox, P.L.L. & Stephen A. Weigand -- sweigand@ficlaw.com -- Faruki Ireland & Cox, P.L.L. About West Range Reclamation West Range Reclamation, LLC, owns improved real property located at 110 East Hotchkiss Avenue, Hotchkiss, Colorado. An involuntary Chapter 7 petition was filed against West Range Reclamation, LLC (Bankr. D. Colo. Case No. 15-13676) on April 9, 2015. The petitioning creditors were 4 Rivers Equipment LLC and 4 Rivers Leasing, LLC, and were represented by Peter A. Cal. -- pcal@sah.com -- in Denver, Colorado. The Debtor's order for relief and order converting the case to Chapter 11 of the Bankruptcy Code was entered on Aug. 24, 2015. The Debtor remains a debtor-in-possession. West Range listed the property with a value of $140,000 in its schedules. The property is subject to a first mortgage held by Wells Fargo Bank, N.A. WHEEL PROS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- Wheel Pros Inc. is issuing a $240 million first-lien term loan and an $80 million second-lien term loan as a part of its acquisition by private-equity sponsor Clearlake Capital Group. The company is also pursuing a $30 million asset-based lending (ABL) revolving credit facility (unrated). S&P Global Ratings assigned its 'B' corporate credit rating to Greenwood Village, Colo.-based aftermarket auto supplier Wheel Pros Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed $240 million first-lien term loan due 2025. The '3' recovery rating indicates our expectation that debtholders would realize meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "Additionally, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $80 million second-lien term loan due 2026. The '6' recovery rating indicates our expectation that debtholders would realize negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Our ratings on Wheel Pros reflect the company's highly leveraged balance sheet and our belief that it is a niche participant in the broader auto-supplier market. Our ratings also account for the discretionary nature of Wheel Pros products, which require the company to successfully adapt to changes in consumer preferences to remain competitive. "The stable outlook on Wheel Pros reflects our expectation that the company will maintain EBITDA margins at current levels, which will allow it to generate a FOCF-to-debt ratio of more than 5% while sustaining debt-to-EBITDA of less than 6.5x. We also expect the company to maintain its market share in the custom wheels market and believe that increased aluminum prices will have a limited impact on its margins. "We could lower our ratings on Wheel Pros if its debt-to-EBITDA increases above 6.5x or its FOCF-to-debt ratio falls below 3% and remains there. This could occur if consumer demand for the company's products is weaker than expected due to a deteriorating economic environment or a sharp increase in gas prices, which could limit the growth of discretionary purchases. This situation could also occur if Wheel Pros faces increased competition from other tire distributors, if the quality of its brands declines, of if there is a significant shift in consumer preferences. "We consider an upgrade unlikely during the next 12 months because we believe that Wheel Pros will remain highly leveraged under its new financial sponsor. However, if the company's debt-to-EBITDA falls below 5x and its financial sponsor commits to a financial policy that will allow it to maintain its leverage at this level on a sustained basis, we could consider an upgrade. This could occur if the company is able to expand and sustain its EBITDA margins well above current levels." WIGGINTON ENTERPRISES: Plan Confirmation Hearing Set for April 4 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan for Wigginton Enterprises at a hearing on April 4. The hearing will be held at 10:30 a.m., at Courtroom E, United States Courthouse. The court will also consider at the hearing final approval of the company's disclosure statement, which it conditionally approved on March 1. Objections to the disclosure statement must be filed no later than seven days prior to the hearing. If no objections are filed, the conditional approval of the disclosure statement will become final. About Wigginton Enterprises LLC Based in Fort Myers, Florida, Wigginton Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-09516) on November 9, 2017. At the time of the filing, the Debtor disclosed that it had less than $100,000 in assets and less than $1 million in liabilities. Judge Caryl E. Delano presides over the case. Johnston Law, PLLC is the Debtor's bankruptcy counsel. WOODARD EVENTS: Taps Paul Reece Marr as Legal Counsel ----------------------------------------------------- Woodard Events, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Paul Reece Marr, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Paul Reece Marr, Esq. $325 Paralegal $125 Clerk $50 Woodard Properties, LLC, an entity wholly owned by the Debtor's sole member and officer, paid the firm a retainer in the sum of $10,000, plus the filing fee of $1,717. Paul Reece Marr, Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, NW, Suite 960 Atlanta, GA 30339 Phone: 770-984-2255 E-mail: paul.marr@marrlegal.com About Woodard Events Woodard Events, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53480) on March 1, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1,000,001 to $10 million. WOODBRIDGE GROUP: Taps Province Inc. as Financial Advisor --------------------------------------------------------- Woodbridge Group of Companies, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Province, Inc., as its operational and financial advisor. The services to be provided by the firm include conducting valuation on the remaining assets of the Woodbridge and its affiliates; reviewing insurance policies; creating cash flow projections; preparing long term financial modelling and capital sizing; determining development and sales execution strategies by asset; and overseeing financial reporting. Province will be paid a flat fee of $200,000 per month for the first six full months of its employment, which will be reassessed after the sixth month. Paul Huygens, a principal of Province, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Huygens Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: 702.685.5555 Fax: 702.685.5556 E-mail: info@provincefirm.com About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Klee, Tuchin, Bogdanoff & Stern LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' bankruptcy counsel. The Debtors hired Homer Bonner Jacobs, PA as special counsel; Moelis & Company LLC, as investment banker; and Bradley D. Sharp of Development Specialists, Inc. as chief restructuring officer. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors while FTI Consulting, Inc. serves as its financial advisor. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. The Fiduciary Committee of Unitholders is represented by Venable LLP. Drinker Biddle & Reath LLP represents the Ad Hoc Committee of Holders of Promissory Notes of Woodbridge Mortgage Investment Fund Entities and Affiliates. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($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 138.4 (75.8) 29.9 AGENUS INC AGEN US 138.4 (75.8) 29.9 AGENUS INC AJ81 TH 138.4 (75.8) 29.9 AGENUS INC AGENEUR EU 138.4 (75.8) 29.9 AGENUS INC AJ81 QT 138.4 (75.8) 29.9 AGENUS INC AGENUSD EU 138.4 (75.8) 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 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 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 151.6 (196.5) (3.3) AMYRIS INC 3A01 TH 151.6 (196.5) (3.3) AMYRIS INC 3A01 GR 151.6 (196.5) (3.3) AMYRIS INC 3A01 QT 151.6 (196.5) (3.3) AMYRIS INC AMRSEUR EU 151.6 (196.5) (3.3) AMYRIS INC AMRSUSD EU 151.6 (196.5) (3.3) APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0) 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) AUTODESK INC AUD GR 4,113.6 (256.0) (245.3) AUTODESK INC AUD TH 4,113.6 (256.0) (245.3) AUTODESK INC ADSK US 4,113.6 (256.0) (245.3) AUTODESK INC AUD QT 4,113.6 (256.0) (245.3) AUTODESK INC ADSK* MM 4,113.6 (256.0) (245.3) AUTODESK INC AUD GZ 4,113.6 (256.0) (245.3) AUTODESK INC ADSK AV 4,113.6 (256.0) (245.3) AUTODESK INC ADSKEUR EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSKUSD EU 4,113.6 (256.0) (245.3) AUTODESK INC ADSK LN 4,113.6 (256.0) (245.3) AUTOZONE INC AZO US 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 TH 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 GR 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZOEUR EU 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZ5 QT 9,403.7 (1,330.5) (120.9) AUTOZONE INC AZOUSD EU 9,403.7 (1,330.5) (120.9) AUTOZONE INC 0HJL LN 9,403.7 (1,330.5) (120.9) AVID TECHNOLOGY AVID US 234.7 (268.6) (61.8) AVID TECHNOLOGY AVD GR 234.7 (268.6) (61.8) AXIM BIOTECHNOLO AXIM US 2.2 (6.3) (5.6) BENEFITFOCUS INC BNFT US 165.1 (39.3) (4.1) BENEFITFOCUS INC BTF GR 165.1 (39.3) (4.1) BIOXCEL THERAPEU BTAI US 1.4 (1.0) (1.4) 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-B BBD/B CN 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 93.5 (31.4) 3.9 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) CACTUS INC- A WHD US 266.5 (36.2) 111.1 CACTUS INC- A 43C GR 266.5 (36.2) 111.1 CACTUS INC- A WHDEUR EU 266.5 (36.2) 111.1 CACTUS INC- A 43C QT 266.5 (36.2) 111.1 CACTUS INC- A 43C TH 266.5 (36.2) 111.1 CADIZ INC CDZI US 66.5 (78.7) 7.0 CADIZ INC 2ZC GR 66.5 (78.7) 7.0 CADIZ INC 0HS4 LN 66.5 (78.7) 7.0 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 158.6 (14.3) (71.4) 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 CARDLYTICS INC CDLXUSD EU 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 C2G TH 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDKEUR EU 2,690.0 (188.0) 514.1 CDK GLOBAL INC CDK US 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 US 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG CHK* MM 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG CHKUSD EU 12,425.0 (372.0) (831.0) CHESAPEAKE ENERG 0HWL LN 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 (2,735.4) 181.5 DOMINO'S PIZZA DPZUSD EU 836.8 (2,735.4) 181.5 DUN & BRADSTREET DB5 GR 2,480.9 (811.2) 41.3 DUN & BRADSTREET DB5 TH 2,480.9 (811.2) 41.3 DUN & BRADSTREET DNB US 2,480.9 (811.2) 41.3 DUN & BRADSTREET DB5 QT 2,480.9 (811.2) 41.3 DUN & BRADSTREET DNB1EUR EU 2,480.9 (811.2) 41.3 EGAIN CORP EGAN US 37.4 (9.8) (13.8) EGAIN CORP EGCA GR 37.4 (9.8) (13.8) EGAIN CORP EGANEUR EU 37.4 (9.8) (13.8) EGAIN CORP 0IFM LN 37.4 (9.8) (13.8) ENPHASE ENERGY E0P GR 169.1 (9.1) 38.7 ENPHASE ENERGY ENPH US 169.1 (9.1) 38.7 ENPHASE ENERGY E0P TH 169.1 (9.1) 38.7 ENPHASE ENERGY ENPHEUR EU 169.1 (9.1) 38.7 ENPHASE ENERGY E0P QT 169.1 (9.1) 38.7 ENPHASE ENERGY ENPHUSD EU 169.1 (9.1) 38.7 ENPHASE ENERGY 0QYE LN 169.1 (9.1) 38.7 EOS PETRO INC EOPT US 0.1 (23.5) (23.4) ERIN ENERGY CORP ERN US 251.1 (362.8) (347.0) ERIN ENERGY CORP ERN SJ 251.1 (362.8) (347.0) ESPERION THERAPE ESPR US 444.4 (396.3) 171.8 ESPERION THERAPE 0ET GR 444.4 (396.3) 171.8 ESPERION THERAPE ESPREUR EU 444.4 (396.3) 171.8 ESPERION THERAPE 0ET QT 444.4 (396.3) 171.8 ESPERION THERAPE ESPRUSD EU 444.4 (396.3) 171.8 ESPERION THERAPE 0IIM LN 444.4 (396.3) 171.8 EVERI HOLDINGS I EVRI US 1,537.1 (140.6) (12.0) EVERI HOLDINGS I G2C TH 1,537.1 (140.6) (12.0) EVERI HOLDINGS I G2C GR 1,537.1 (140.6) (12.0) EVERI HOLDINGS I EVRIEUR EU 1,537.1 (140.6) (12.0) EVERI HOLDINGS I EVRIUSD EU 1,537.1 (140.6) (12.0) EVOLUS INC EOLS US 77.5 (7.1) (63.1) EVOLUS INC EVL GR 77.5 (7.1) (63.1) EVOLUS INC EOLSEUR EU 77.5 (7.1) (63.1) FERRELLGAS-LP FGP US 1,687.1 (809.8) (175.9) FTS INTERNATIONA FTSI US 831.0 (468.5) 323.9 FTS INTERNATIONA FT5 QT 831.0 (468.5) 323.9 GAMCO INVESTO-A GBL US 128.3 (96.3) - GNC HOLDINGS INC IGN GR 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC US 1,516.6 (162.0) 478.1 GNC HOLDINGS INC IGN TH 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC1USD EU 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC1EUR EU 1,516.6 (162.0) 478.1 GNC HOLDINGS INC GNC* MM 1,516.6 (162.0) 478.1 GNC HOLDINGS INC 0IT2 LN 1,516.6 (162.0) 478.1 GOGO INC GOGO US 1,403.2 (191.6) 276.6 GOGO INC G0G GR 1,403.2 (191.6) 276.6 GOGO INC G0G QT 1,403.2 (191.6) 276.6 GOGO INC GOGOEUR EU 1,403.2 (191.6) 276.6 GOGO INC 0IYQ LN 1,403.2 (191.6) 276.6 GREEN PLAINS PAR GPP US 92.3 (62.8) 5.6 GREEN PLAINS PAR 8GP GR 92.3 (62.8) 5.6 H&R BLOCK INC HRB US 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB GR 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB TH 2,561.3 (698.1) 617.6 H&R BLOCK INC HRB QT 2,561.3 (698.1) 617.6 H&R BLOCK INC HRBEUR EU 2,561.3 (698.1) 617.6 H&R BLOCK INC HRBUSD EU 2,561.3 (698.1) 617.6 H&R BLOCK INC 0HOB LN 2,561.3 (698.1) 617.6 HCA HEALTHCARE I 2BH GR 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCA US 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 2BH TH 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 2BH QT 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCAEUR EU 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I HCAUSD EU 36,593.0 (4,995.0) 3,819.0 HCA HEALTHCARE I 0J1R LN 36,593.0 (4,995.0) 3,819.0 HELIOS AND MATHE HMNY US 17.5 (24.1) (33.9) HELIOS AND MATHE HMNYUSD EU 17.5 (24.1) (33.9) HELIOS AND MATHE HMNY LN 17.5 (24.1) (33.9) HERBALIFE LTD HOO GR 2,895.1 (334.7) 953.5 HERBALIFE LTD HLF US 2,895.1 (334.7) 953.5 HERBALIFE LTD HLFEUR EU 2,895.1 (334.7) 953.5 HERBALIFE LTD HOO QT 2,895.1 (334.7) 953.5 HERBALIFE LTD HOO GZ 2,895.1 (334.7) 953.5 HERBALIFE LTD HLFUSD EU 2,895.1 (334.7) 953.5 HORTONWORKS INC HDP US 250.7 (65.0) (39.1) HORTONWORKS INC 14K GR 250.7 (65.0) (39.1) HORTONWORKS INC 14K QT 250.7 (65.0) (39.1) HORTONWORKS INC HDPEUR EU 250.7 (65.0) (39.1) HORTONWORKS INC 0J64 LN 250.7 (65.0) (39.1) HP COMPANY-BDR HPQB34 BZ 35,245.0 (2,742.0) (2,132.0) HP INC HPQ* MM 35,245.0 (2,742.0) (2,132.0) HP INC HPQ US 35,245.0 (2,742.0) (2,132.0) HP INC 7HP TH 35,245.0 (2,742.0) (2,132.0) HP INC 7HP GR 35,245.0 (2,742.0) (2,132.0) HP INC HPQ TE 35,245.0 (2,742.0) (2,132.0) HP INC HPQ CI 35,245.0 (2,742.0) (2,132.0) HP INC HPQ SW 35,245.0 (2,742.0) (2,132.0) HP INC HWP QT 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD EU 35,245.0 (2,742.0) (2,132.0) HP INC HPQUSD SW 35,245.0 (2,742.0) (2,132.0) HP INC HPQEUR EU 35,245.0 (2,742.0) (2,132.0) HP INC 7HP GZ 35,245.0 (2,742.0) (2,132.0) HP INC 0J2E LN 35,245.0 (2,742.0) (2,132.0) IDEXX LABS IDXX US 1,713.4 (53.8) (32.6) IDEXX LABS IX1 GR 1,713.4 (53.8) (32.6) IDEXX LABS IX1 TH 1,713.4 (53.8) (32.6) IDEXX LABS IX1 QT 1,713.4 (53.8) (32.6) IDEXX LABS IDXX AV 1,713.4 (53.8) (32.6) IDEXX LABS IX1 GZ 1,713.4 (53.8) (32.6) IDEXX LABS 0J8P LN 1,713.4 (53.8) (32.6) IMMUNOGEN INC IMU GR 294.7 (17.9) 220.6 IMMUNOGEN INC IMGN US 294.7 (17.9) 220.6 IMMUNOGEN INC IMU TH 294.7 (17.9) 220.6 IMMUNOGEN INC IMU QT 294.7 (17.9) 220.6 IMMUNOGEN INC IMU GZ 294.7 (17.9) 220.6 IMMUNOGEN INC IMGNEUR EU 294.7 (17.9) 220.6 IMMUNOGEN INC IMGNUSD EU 294.7 (17.9) 220.6 INNOVIVA INC INVA US 367.3 (242.7) 165.6 INNOVIVA INC HVE GR 367.3 (242.7) 165.6 INNOVIVA INC INVAEUR EU 367.3 (242.7) 165.6 INNOVIVA INC HVE GZ 367.3 (242.7) 165.6 INTERNAP CORP IP9N GR 586.5 (1.0) (23.5) INTERNAP CORP INAP US 586.5 (1.0) (23.5) INTERNAP CORP INAPEUR EU 586.5 (1.0) (23.5) ISRAMCO INC IRM GR 108.8 (23.8) 13.0 ISRAMCO INC ISRL US 108.8 (23.8) 13.0 ISRAMCO INC ISRLEUR EU 108.8 (23.8) 13.0 IWEB INC IWBBD US 0.1 (0.3) (0.3) JACK IN THE BOX JBX GR 1,157.6 (374.6) 138.0 JACK IN THE BOX JACK US 1,157.6 (374.6) 138.0 JACK IN THE BOX JACK1EUR EU 1,157.6 (374.6) 138.0 JACK IN THE BOX JBX GZ 1,157.6 (374.6) 138.0 JACK IN THE BOX JBX QT 1,157.6 (374.6) 138.0 JUST ENERGY GROU JE US 1,387.5 (75.7) (71.4) JUST ENERGY GROU 1JE GR 1,387.5 (75.7) (71.4) JUST ENERGY GROU JE CN 1,387.5 (75.7) (71.4) KERYX BIOPHARM KYX GR 158.9 (14.1) 96.1 KERYX BIOPHARM KERX US 158.9 (14.1) 96.1 KERYX BIOPHARM KYX TH 158.9 (14.1) 96.1 KERYX BIOPHARM KYX QT 158.9 (14.1) 96.1 KERYX BIOPHARM KERXEUR EU 158.9 (14.1) 96.1 KERYX BIOPHARM KERXUSD EU 158.9 (14.1) 96.1 L BRANDS INC LTD GR 8,148.5 (751.0) 1,262.2 L BRANDS INC LTD TH 8,148.5 (751.0) 1,262.2 L BRANDS INC LB US 8,148.5 (751.0) 1,262.2 L BRANDS INC LBEUR EU 8,148.5 (751.0) 1,262.2 L BRANDS INC LB* MM 8,148.5 (751.0) 1,262.2 L BRANDS INC LTD QT 8,148.5 (751.0) 1,262.2 L BRANDS INC LBUSD EU 8,148.5 (751.0) 1,262.2 L BRANDS INC 0JSC LN 8,148.5 (751.0) 1,262.2 LAMB WESTON LW US 2,714.9 (474.9) 357.8 LAMB WESTON LW-WEUR EU 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 GR 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 TH 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 QT 2,714.9 (474.9) 357.8 LAMB WESTON LW-WUSD EU 2,714.9 (474.9) 357.8 LEGACY RESERVES LRT GR 1,493.1 (271.7) (32.2) LEGACY RESERVES LGCY US 1,493.1 (271.7) (32.2) LEGACY RESERVES LRT QT 1,493.1 (271.7) (32.2) LEGACY RESERVES LRT GZ 1,493.1 (271.7) (32.2) LILIS ENERGY INC LLEX US 195.9 (30.9) 0.0 LILIS ENERGY INC 0KF1 GR 195.9 (30.9) 0.0 LILIS ENERGY INC LLEXEUR EU 195.9 (30.9) 0.0 LIVEXLIVE MEDIA LIVX US 4.1 (3.9) (7.5) LOCKHEED MARTIN LMT US 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM GR 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM TH 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT* MM 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT SW 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1EUR EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM QT 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1CHF EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LMT1USD EU 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN LOM GZ 46,521.0 (609.0) 4,824.0 LOCKHEED MARTIN 0R3E LN 46,521.0 (609.0) 4,824.0 LOCKHEED-BDR LMTB34 BZ 46,521.0 (609.0) 4,824.0 LOCKHEED-CEDEAR LMT AR 46,521.0 (609.0) 4,824.0 MCDONALDS - BDR MCDC34 BZ 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO TH 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD TE 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO GR 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD* MM 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD US 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD CI 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO QT 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDCHF EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDUSD SW 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCDEUR EU 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MDO GZ 33,803.7 (3,268.0) 2,436.6 MCDONALDS CORP MCD AV 33,803.7 (3,268.0) 2,436.6 MCDONALDS-CEDEAR MCD AR 33,803.7 (3,268.0) 2,436.6 MDC PARTNERS-A MDCA US 1,698.9 (92.6) (232.9) MDC PARTNERS-A MD7A GR 1,698.9 (92.6) (232.9) MDC PARTNERS-A MDCAEUR EU 1,698.9 (92.6) (232.9) MEDLEY MANAGE-A MDLY US 135.5 (11.6) 35.7 MICHAELS COS INC MIK US 2,306.1 (1,732.8) 482.5 MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5 MONEYGRAM INTERN MGI US 4,772.5 (245.3) (65.5) MONEYGRAM INTERN 9M1N GR 4,772.5 (245.3) (65.5) MONEYGRAM INTERN 9M1N QT 4,772.5 (245.3) (65.5) MONEYGRAM INTERN 9M1N TH 4,772.5 (245.3) (65.5) MONEYGRAM INTERN MGIEUR EU 4,772.5 (245.3) (65.5) MONEYGRAM INTERN MGIUSD EU 4,772.5 (245.3) (65.5) 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 MCOEUR EU 8,594.2 (114.9) 517.3 MOODY'S CORP DUT QT 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) 1,019.0 MOTOROLA SOLUTIO MSI US 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MOT TE 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA QT 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1EUR EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MTLA GZ 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO MSI1USD EU 8,208.0 (1,727.0) 1,019.0 MOTOROLA SOLUTIO 0K3H LN 8,208.0 (1,727.0) 1,019.0 MSG NETWORKS- A MSGN US 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 GR 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 TH 851.8 (743.2) 229.6 MSG NETWORKS- A 1M4 QT 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNEUR EU 851.8 (743.2) 229.6 MSG NETWORKS- A MSGNUSD EU 851.8 (743.2) 229.6 NATERA INC NTRA US 178.8 (10.4) 39.3 NATERA INC 45E GR 178.8 (10.4) 39.3 NATHANS FAMOUS NATH US 92.9 (85.0) 51.8 NATHANS FAMOUS NFA GR 92.9 (85.0) 51.8 NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0 NAVISTAR INTL IHR GR 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAV US 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR TH 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR QT 5,969.0 (4,583.0) 705.0 NAVISTAR INTL IHR GZ 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVEUR EU 5,969.0 (4,583.0) 705.0 NAVISTAR INTL NAVUSD EU 5,969.0 (4,583.0) 705.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEBULA ACQUISITI NEBU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 226.8 (35.3) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYM GR 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYMXEUR EU 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 116.3 (2.8) 82.1 OMEROS CORP OMER US 116.3 (2.8) 82.1 OMEROS CORP 3O8 TH 116.3 (2.8) 82.1 OMEROS CORP OMEREUR EU 116.3 (2.8) 82.1 OMEROS CORP OMERUSD EU 116.3 (2.8) 82.1 OMEROS CORP 0KBU LN 116.3 (2.8) 82.1 PAPA JOHN'S INTL PZZA US 555.6 (99.2) 37.1 PAPA JOHN'S INTL PP1 GR 555.6 (99.2) 37.1 PAPA JOHN'S INTL PZZAEUR EU 555.6 (99.2) 37.1 PENN NATL GAMING PN1 GR 5,234.8 (73.1) (129.0) PENN NATL GAMING PENN US 5,234.8 (73.1) (129.0) PHILIP MORRIS IN PM1EUR EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI SW 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 TE 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 TH 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1CHF EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GR 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM US 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PM1 EU 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI1 IX 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN PMI EB 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 QT 42,968.0 (10,230.0) 5,632.0 PHILIP MORRIS IN 4I1 GZ 42,968.0 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109.7 (9.4) (58.2) RESOLUTE ENERGY R21 GR 641.9 (74.4) (82.9) RESOLUTE ENERGY REN US 641.9 (74.4) (82.9) RESOLUTE ENERGY RENEUR EU 641.9 (74.4) (82.9) REVLON INC-A REV US 3,056.9 (770.4) 210.9 REVLON INC-A RVL1 GR 3,056.9 (770.4) 210.9 REVLON INC-A RVL1 TH 3,056.9 (770.4) 210.9 REVLON INC-A REVEUR EU 3,056.9 (770.4) 210.9 RH RH US 1,801.6 (25.3) 219.2 RH RS1 GR 1,801.6 (25.3) 219.2 RH RH* MM 1,801.6 (25.3) 219.2 RH RHEUR EU 1,801.6 (25.3) 219.2 RH 0KTF LN 1,801.6 (25.3) 219.2 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 1,711.9 (7.4) 701.2 RYERSON HOLDING 7RY GR 1,711.9 (7.4) 701.2 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* MM 2,470.6 (41.6) (111.7) SANCHEZ ENERGY C SNUSD EU 2,470.6 (41.6) (111.7) SBA 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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 TH 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WTWEUR EU 1,246.0 (1,011.5) (134.0) WEIGHT WATCHERS WW6 QT 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 0LVJ LN 9,231.4 (491.4) (1,132.3) WIDEOPENWEST INC WOW US 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 TH 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 GR 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WOW1EUR EU 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WU5 QT 2,441.6 (204.4) (26.2) WIDEOPENWEST INC WOW1USD EU 2,441.6 (204.4) (26.2) 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 YRC WORLDWIDE IN YRCW US 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 GR 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 TH 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YEL1 QT 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWEUR EU 1,585.5 (353.5) 155.9 YRC WORLDWIDE IN YRCWUSD EU 1,585.5 (353.5) 155.9 YUM! BRANDS INC YUM US 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GR 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR TH 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMEUR EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR QT 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMCHF EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUM SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD SW 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC YUMUSD EU 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC TGR GZ 5,311.0 (6,334.0) 995.0 YUM! BRANDS INC 0QYD LN 5,311.0 (6,334.0) 995.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***