/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180409.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 9, 2018, Vol. 22, No. 98 Headlines 200 NORTH 8TH STREET: Case Summary & 8 Unsecured Creditors AA READY MIX: Case Summary & 20 Largest Unsecured Creditors ALLENTOWN NEIGHBORHOOD: Moody's Affirms Ba1 Rating on $222MM Bonds ALLROM CONSULTING: Case Summary & 2 Unsecured Creditors APOLLO MEDICAL: Posts $25.8 Million Net Income in 2017 ARA MACAO: Involuntary Chapter 11 Case Summary ASCENT RESOURCES: Davis Polk Advises First-Lien Agent in Ch.11 BIOSTAGE INC: Incurs $11.9 Million Net Loss in 2017 BIOSTAR PHARMACEUTICALS: Delays 2017 Form 10-K Filing BRIGHT MOUNTAIN: Incurs $3.01 Million Net Loss in 2017 CBAK ENERGY: Delays Form 10-K Filing CENTRAL SECURITY: Moody's Affirms B3 CFR; Outlook Stable CENVEO INC: Court Directs DOJ Watchdog to Appoint Examiner CHANNELVIEW TRUCK: Case Summary & 9 Unsecured Creditors CHEROKEE PHARMACY: CPO Submits Report on Proposed PII Sale COATES INTERNATIONAL: Circuit Court OKs Settlement with LAM COATES INTERNATIONAL: Jack Perkowski Quits from Board COMMUNITY CHOICE: Widens Net Loss to $180.9 Million in 2017 COMSTOCK RESOURCES: Enters Into Refinancing Transactions COMSTOCK RESOURCES: Launches Tender Offers for Secured Notes CONNEAUT LAKE PARK: D-Three Buying Conneaut Lake Property for $210K DAVID GEERTS: $500 Sale of Grain Bins to Dykema Approved DAVID GEERTS: $651K Sale of Parcel 5 of the Home Farm Approved DAVID GEERTS: $820K Sale of Brummel Farm to McCormick Approved DAVID GEERTS: $931K Sale of Schipper Farm to Ceres Farms Approved DELEN RESOURCES: Case Summary & 3 Unsecured Creditors DELTA EDUCATIONAL: Golub Writes off $1.44 Million Loan DIRECTVIEW HOLDINGS: Delays 2017 Form 10-K Filing E*TRADE FINANCIAL: Moody's Hikes Preferred Stock Rating to Ba2 EASTGATE PROFESSIONAL: New Plan to Pay GLIC in Full at 6% Per Annum ELDORADO GOLD: Moody's Lowers CFR to B2; Outlook Negative ENRIQUE SOLIS: Solises Buying Crane Property for $190K ERIC R. BRAVERMAN: Court OKs Appointment of M. O'Toole as Trustee FITNESS INTERNATIONAL: Moody's Rates New $1.93BB Bank Loans B1 FITNESS INTERNATIONAL: S&P Affirms 'B+' CCR, Outlook Stable GLYECO INC: Reports $5.18 Million Net Loss for 2017 GMS INC: S&P Assigns 'BB-' CCR, On CreditWatch Developing GREEN FLASH: SSG Acted as Investment Banker in Asset Sale H MELTON VENTURES: Trustee Selling Grapevine Property for $330K HARBORVIEW TOWERS: Howard Bank Seeks Appointment of Ch. 11 Trustee HOVNANIAN ENTERPRISES: Derivative Suit Settlement Hearing on May 3 ICAGEN INC: Delays Filing of 2017 Form 10-K for Review IHEARTCOMMUNICATIONS: TPG Values $115-Mil. Loan at 98% of Face ILLINI KIDS: Case Summary & 8 Unsecured Creditors INVENTUS POWER: Golub Values $251,000 Loan at 68% of Face IRGSE HOLDING: TPG Values $21 Million Loan at 78% of Face IRGSE HOLDING: TPG Values $22 Million Loan at 78% of Face JJDN CROWN: Voluntary Chapter 11 Case Summary KEVIN WRIGHT: ROI National Buying Philadelphia Properties for $145K KOSTAS ROUSTAS: 1170 Route Buying Mount Laurel Properties for $3M LAURITSEN FIREWOOD: AGGO Objects to Non-treatment of Secured Loans LAURITSEN FIREWOOD: Unsecured Creditors to Be Paid Over 5 Years LEO MOTORS: Delays Filing of 2017 Form 10-K LOMA LINDA: Fitch Affirms BB+ Revenue Bond Ratings LONDON AUTOMOTIVE: Case Summary & 6 Unsecured Creditors LOTUS INDUSTRIES: DDDA Seeks Conversion, Ch. 11 Trustee Appointment MARIMED INC: Reports $1.03 Million Net Loss for 2017 MATRIX BROADCASTING: April 9 Meeting Set to Form Creditors' Panel MSAMN CORP: Consents to Appointment of Chapter 11 Trustee MUSCLEPHARM CORP: Incurs $11 Million Net Loss in 2017 MWI HOLDINGS: S&P Alters Outlook to Stable & Affirms 'B' CCR NEXUS BRANDS: Golub Values $2,000 Loan at 50% of Face NINE WEST: Case Summary & 50 Largest Unsecured Creditors NINE WEST: Selling Nine West & Bandolino Businesses to ABG NINE WEST: Unsecured Term Lenders to Get 100% of Equity NN INC: Paragon Acquisition No Impact on B2 CFR, Moody's Says NORTHWEST TERRITORIAL: Trustee Selling Medallic Inventory for $30K OCH-ZIFF CAPITAL: Fitch Affirms BB- IDR, Alters Outlook to Stable OCH-ZIFF CAPITAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR PELICAN PRODUCTS: Moody's Assigns B3 CFR; Outlook Stable PELICAN PRODUCTS: S&P Assigns B Corp Credit Rating, Outlook Stable PLEDGE PETROLEUM: Delays 2017 Form 10-K for Review PRECIPIO INC: Delays 2017 Form 10-K for Verification PRESSURE BIOSCIENCES: Widens Net Loss to $10.7 Million in 2017 QUICK COMMERCIAL: Case Summary & 2 Unsecured Creditors RAYMOND GIBLER: Nicholls Buying Commerce City Property for $900K RESOLUTE ENERGY: Add-on Notes No Impact on Moody's Credit Ratings RG & AK: Carey Buying Alcoholic Beverage License for $110K ROOSEVELT PROPERTIES: April 26 Plan Confirmation Hearing ROSS ELITE: Voluntary Chapter 11 Case Summary SANSAL WELLNESS: Delays 2017 Form 10-K Filing SCOTT RESSLER: Zhu & Sun Buying Short Hills Property for $1.3M SEANERGY MARITIME: Jelco Delta Has 72.5% Stake as of March 7 SEARS: TPG Values $17-Mil. Loan at 1.005% of Face SHIFFER INC: Allowed Claim of NY State to be Paid at 8% Over 5 Yrs. SPANISH BROADCASTING: Needs Additional Time to File Form 10-K SPRINT INDUSTRIAL: S&P Affirms 'CCC' Rating as Debt Maturity Looms SUNVALLEY SOLAR: Incurs $1.78 Million Net Loss in 2017 TARGA RESOURCES: Moody's Rates New $750MM Sr. Unsecured Bonds Ba3 TARGA RESOURCES: S&P Rates New $750MM Senior Unsecured Notes 'BB-' TERNE' PROPERTIES: Voluntary Chapter 11 Case Summary THERMAGEM LLC: Appointment of Chapter 11 Trustee Denied TRESYS TECHNOLOGY: Golub Values $3.8-Mil. Loan at 30% of Face TWEDDLE GROUP: Moody's Hikes CFR to Caa1, Cites Loss of Key Client UNITED PLASTIC: Debt Acquisitions Buying Judgments for $17.5K US SILICA: Moody's Rates Proposed $1.38BB Credit Facility B1 VER TECHNOLOGIES: April 12 Meeting Set to Form Creditors' Panel VER TECHNOLOGIES: Files Chapter 11 to Facilitate Merger Into PRG VERMEIL LLC: Schemo Buying Brooklyn Condo Units for $2.3M VERONICA CAZAREZ: Stalbergs Buying Los Angeles Property for $2.5M VILLAGE VENTURE: Wilkersons Buying Garland Property for $19K VINCENT WALCH: CNB Bank Renews Bid for Chapter 11 Trustee WESTERN CPE: Case Summary & 20 Largest Unsecured Creditors WESTMORELAND COAL: Widens Net Loss to $71.3 Million in 2017 WILLIAM ABRAHAM: Creditors Seek Appointment of Chapter 11 Trustee WJDDDS LLC: Case Summary & 20 Largest Unsecured Creditors [*] Ankura Announces 2018 Senior Leadership Promotions [*] Gregory Milmoe Joins Greenberg Traurig's Bankruptcy Practice [^] BOND PRICING: For the Week from April 2 to 6, 2018 ********* 200 NORTH 8TH STREET: Case Summary & 8 Unsecured Creditors ---------------------------------------------------------- Debtor: 200 North 8th Street Associates, LLC 200 North 8th Street Reading, PA 19601 Business Description: Founded in 2011, 200 North 8th Street Associates, LLC is a privately held company in Reading, Pennsylvania that specializes in management consulting services. Chapter 11 Petition Date: April 5, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Case No.: 18-12290 Judge: Hon. Richard E. Fehling Debtor's Counsel: George M. Lutz, Esq. HARTMAN, VALERIANO, MAGOVERN & LUTZ, P.C. 1100 Berkshire Blvd., Suite 301 P.O. Box 5828 Wyomissing, PA 19610 Tel: (610) 779-0772 Fax: (610) 779-7473 E-mail: glutz@hvmllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kelley M. Huff, member. A copy of the Debtor's list of eight unsecured creditors is available for free at: http://bankrupt.com/misc/paeb18-12290_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-12290.pdf AA READY MIX: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: AA Ready Mix, LLC 23685 Arrigo Blvd. Fernandina Beach, FL 32034 Business Description: AA Ready Mix, LLC is a ready mix concrete supplier in Folkston, Georgia. The Company posted gross revenue of $2.48 million in 2017 and gross revenue of $2.49 million in 2016. Chapter 11 Petition Date: April 6, 2018 Case No.: 18-01110 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Hon. Jerry A. Funk Debtor's Counsel: Jason A Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Tel: 904-372-4791 Fax: 904-372-4994 E-mail: jason@jasonaburgess.com Total Assets: $616,518 Total Liabilities: $1.05 million The petition was signed by James V. Aldridge, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-01110.pdf ALLENTOWN NEIGHBORHOOD: Moody's Affirms Ba1 Rating on $222MM Bonds ------------------------------------------------------------------ Moody's Investors Service has assigned a Ba1 rating to Allentown Neighborhood Improvement Zone Development Authority (ANIZDA), PA's $101.9 million Tax Revenue Bonds, Series 2018 (City Center Project). Concurrently, Moody's has affirmed the Ba1 rating on ANIZDA's $222 million Tax Revenue Bonds Series 2017, as well as the Baa3 rating on the Authority's $224 million Tax Revenue Bonds, Series 2012 A&B. The outlook for all series of debt is stable. RATINGS RATIONALE The Ba1 rating on the Series 2018 and Series 2017 bonds incorporates healthy debt service coverage and projections for continued growth in tax revenues that will support these series of debt. The Ba1 rating also considers strong legal provisions and debt service reserves for each series, funded in cash at maximum annual debt service. The Ba1 rating reflects substantial concentration risk to the largest tax payers and to an economically sensitive revenue stream. The Baa3 rating on the Series 2012 A&B bonds also reflects healthy debt service coverage and strong legal provisions. The 2012 bonds are supported by a debt service reserve as well as a surplus fund, both held in cash and funded at maximum annual debt service. The Baa3 rating also reflects material concentration risk to a handful of taxpayers in the Zone and to economically sensitive revenues. RATING OUTLOOK The outlook on all series of debt is stable given continued improvement in tax revenues derived from the NIZ and satisfactory bond coverage. Moody's expect the substantial concentration risk to persist in the near term as well. FACTORS THAT COULD LEAD TO AN UPGRADE - Material diversification of top taxpayers, coupled with heightened transparency regarding key NIZ businesses FACTORS THAT COULD LEAD TO A DOWNGRADE - Further concentration of key taxpayers - Material, sustained decrease in debt service coverage - Any draw on either the debt service reserve or surplus funds - Loss of a significant anchor tenant / taxpayer - Blight or destruction of NIZ projects that materially impacts the zone LEGAL SECURITY The bonds are secured by a mix of state and local taxes paid by businesses located in the Allentown Neighborhood Improvement Zone. USE OF PROCEEDS Proceeds from the 2018 bonds will be used to refund certain indebtedness previously incurred and related to projects developed by City Center Investment Corp (CCIC). PROFILE The Allentown Neighborhood Improvement Zone uses certain tax revenues to rebuild its downtown core and waterfront areas with the specific purpose of generating investment in new job-creating projects. The 128-acre NIZ stretches from the City's center to its Lehigh River waterfront. METHODOLOGY The principal methodology used in these ratings was US Public Finance Special Tax Methodology published in July 2017. ALLROM CONSULTING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Allrom Consulting LTD 1122 Walters Mill Road Forest Hill, MD 21050 Business Description: Allrom Consulting Ltd listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company previously filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on Feb. 15, 2017 (Bankr. D. Md. Case No. 17-12052). Chapter 11 Petition Date: April 4, 2018 Case No.: 18-14429 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Nancy V. Alquist Debtor's Counsel: Aryeh E. Stein, Esq. MERIDIAN LAW, LLC 600 Reisterstown Road, Suite 700 Baltimore, MD 21208 Tel: (443) 326-6011 E-mail: astein@meridianlawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Simon Tusha, director. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/mdb18-14429.pdf APOLLO MEDICAL: Posts $25.8 Million Net Income in 2017 ------------------------------------------------------ Apollo Medical Holdings, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting net income attributable to the Company of $25.80 million on $357.74 million of total revenue for the year ended Dec. 31, 2017, compared to net income attributable to the Company of $11.45 million on $305.93 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Apollo Medical had $490.6 million in total assets, $154.32 million in total liabilities, $172.1 million in mezzanine equity and $164.18 million in total stockholders' equity. Cash, cash equivalents and investment in marketable securities at Dec. 31, 2017 totaled $100.9 million. Working capital totaled $34.5 million at Dec. 31, 2017, compared to $30.5 million at Dec. 31, 2016, an increase of $4.0 million, or 13%. The Company has historically financed its operations primarily through internally generated funds. The Company generates cash primarily from capitations, risk pool settlements and incentives, fees for medical management services provided to its affiliated physician groups, as well as fee-for-services reimbursements. The Company generally invests cash in money market accounts, which are classified as cash and cash equivalents. The Company believes it has sufficient liquidity to fund its operations at least through March 2019. The Company's cash and cash equivalents increased by $44.9 million from $54.8 million at Dec. 31, 2016 to $99.7 million at Dec. 31, 2017. Cash provided by operating activities during the year ended Dec. 31, 2017 was $51.9 million, as compared to $21.9 million during the year ended Dec. 31, 2016. The cash generated from operations during the year ended Dec. 31, 2017 is a function of net income of $45.8 million, adjusted for the following non-cash operating activities: depreciation and amortization of $19.1 million, impairment of intangible assets of $2.4 million, share-based compensation of $2.7 million, unrealized gain from investment in equity securities of $0.1 million, gain from extinguishment of debt of $0.9 million, gain from investments of $13.7 million, loss from change in fair value of derivative instrument of $0.05 million, loss from equity method investments of $1.1 million and change in deferred tax liability of $20.7 million. The Company's cash provided by operating activities includes a net increase in operating assets and liabilities of $16.1 million. Cash provided by investing activities during the year ended Dec. 31, 2017 was $8.0 million, as compared to cash used in investing activities of $9.0 million during the year ended Dec. 31, 2016. This decrease was primarily attributable to cash received in the Merger and from the consolidation of a VIE of $36.6 million, proceeds from loans receivable of $0.2 million, dividends received from equity method investees of $1.24 million, sale of investments -- cost method of $0.03 million, offset by changes in restricted cash of $18 million, advances on loans receivable of $10.0 million and purchases of property and equipment of $2.1 million during the year ended Dec. 31, 2017. Cash used in financing activities during the year ended Dec. 31, 2017 was $15.0 million, as compared to $17.1 million during the year ended Dec. 31, 2016. The decrease was primarily attributable to dividend payments of $10.4 million, pre-Merger advances from NMM to ApolloMed of $9.0 million, repayment of capital lease obligations of $0.1 million and repurchase of shares of common stock of $3.2 million, offset by proceeds from borrowings on line of credit of $5 million, proceeds from exercise of stock options of $0.6 million and proceeds of $2.2 million from sale of common stock during the year ended Dec. 31, 2017. "We are now poised to advance to the next stage of the Company's lifecycle," stated Warren Hosseinion, M.D., co-chief executive officer of Apollo Medical Holdings. "After years of innovation and hard work, we believe we have the critical pieces in place to achieve continued success. We are firmly focused on future growth and on optimizing shareholder value." "The shift from fee-for-service to value-based contracts is accelerating nationally," stated Thomas Lam, M.D., co-chief executive officer of Apollo Medical Holdings. "Our company is well-positioned to facilitate the adoption of valued-based contracting and the optimization of clinical and financial metrics across the entire continuum of care. We believe there are very few companies who are delivering a comparable breadth of both clinical and advanced technology capabilities in population health management." "We are very pleased with our fiscal year end financial results," stated Kenneth Sim, M.D., executive chairman of Apollo Medical Holdings. "Our significant free cash flow and robust balance sheet give us the flexibility to invest strategically in our existing businesses and also to make disciplined acquisitions. We are confident in our future and believe we are well-positioned for continued growth." Merger with Network Medical On Dec. 8, 2017, the Company consummated its merger with Network Medical Management. As a result of the merger, for accounting purposes, NMM is considered the accounting acquirer, and therefore NMM's historical results of operations replace ApolloMed's historical results of operations for all periods prior to the merger, and the results of operations of both companies will be included in the Company's consolidated financial statements for all periods following the merger. Accordingly, the consolidated financial results in this Annual Report on Form 10-K for the year ended Dec. 31, 2017 reflects 12 months consolidated financial results of NMM and only 23 days of ApolloMed. In December 2017, the Company's common stock was listed on The Nasdaq Capital Market under the ticker symbol "AMEH". The Company's Board of Directors approved a change in the Company's fiscal year end from March 31 to December 31 upon the closing of the merger to correspond with the fiscal year end of NMM prior to the merger. As a result, the Company's first fiscal year end following the merger was Dec. 31, 2017. For more details on ApolloMed's Dec. 31, 2017 year end results, please refer to the Company's Annual Report on Form 10-K filed with the SEC and accessible at https://is.gd/YFcJLk. About Apollo Medical Headquartered in Glendale, California, Apollo Medical Holdings, Inc., and its affiliated physician groups -- http://www.apollomed.net/-- are patient-centered, physician-centric integrated population health management company working to provide coordinated, outcomes-based medical care in a cost-effective manner. ApolloMed has built a company and culture that is focused on physicians providing high-quality medical care, population health management and care coordination for patients, particularly senior patients and patients with multiple chronic conditions. * * * This concludes the Troubled Company Reporter's coverage of Apollo Medical Holdings, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ARA MACAO: Involuntary Chapter 11 Case Summary ---------------------------------------------- Alleged Debtor: Ara Macao Holdings, L.P. 191 Lynx Drive Sedona, AZ 86336 Type of Business: Ara Macao Holdings, L.P. provides real estate development services. Involuntary Chapter 11 Petition Date: April 6, 2018 Case Number: 18-03615 Court: United States Bankruptcy Court District of Arizona (Prescott) Judge: Hon. Paul Sala Petitioners' Counsel: Patrick A Clisham, Esq. ENGELMAN BERGER, P.C. 3636 N Central Ave #700 Phoenix, AZ 85012 Tel: 602-271-9090 Fax: 602-222-4999 E-mail: pac@eblawyers.com Alleged creditors who signed involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ KB Partners I, L.P. Judgement $134,276 930 W. Carmel Valley Road Carmel, CA 93924 Christopher de Sibert Judgment $197,656 16 Grantbridge Street London N18JN England Gary Nitsche Judgment $531,926 115 Centrenest Lane Wilmington, DE 19807 Daniel Dorgan Promissory Note $230,382 839 Thomas Street Plainwell, MI 49080 Richard Umbach Promissory Note $75,000 104 Baker Ct. Naperville, IL 60565 Edgewater Resources, LLC Unpaid Services $321,605 518 Broad Street, Ste. 200 St. Joseph, MI 49085 A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb18-03615.pdf ASCENT RESOURCES: Davis Polk Advises First-Lien Agent in Ch.11 -------------------------------------------------------------- Davis Polk advised the first-lien agent working with a group of lenders holding more than 65% of the combined approximately $1.1 billion in prepetition first-lien and second-lien senior secured debt of Ascent Resources Marcellus Holdings, LLC and certain of its subsidiaries (collectively, "Ascent" ) in Ascent's successful chapter 11 restructuring. On March 22, 2018, Ascent's plan of reorganization, which Davis Polk played a leading role in structuring and negotiation, was confirmed by the Bankruptcy Court for the District of Delaware and on March 30, 2018, Ascent emerged from bankruptcy. The lenders received equity interests in the reorganized company and warrant packages, with the first-lien lenders also receiving $150 million in take-back debt. Ascent is a leading independent energy company focused on operating natural gas and oil properties in the Marcellus Shale basin in the eastern United States. The Davis Polk restructuring team included partner Damian S. Schaible and associates Natasha Tsiouris, Stephen D. Piraino and Dylan A. Consla. Partner Stephen Salmon and associate Jeffrey Lau provided corporate advice. Partner Monica Holland provided credit advice. Partner Rachel D. Kleinberg provided tax advice. Members of the Davis Polk team are based in the New York and Northern California offices. About Ascent Resources Marcellus Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent Resources Marcellus Minerals, LLC, were formed to acquire, explore for, develop, produce and operate natural gas and oil properties in the Marcellus Shale. The ARM Entities currently own or have the right to develop 43,000 net acres in northern West Virginia. Ascent Resources Marcellus Holdings and 2 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10265) on Feb. 6, 2017. Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent Resources - Utica, LLC and Ascent Resources Management Services, LLC -- Ascent Entities -- are not included in the ARM Restructuring and their operations remain unaffected by the ARM Restructuring. The Ascent Entities are separate and distinct entities that have their own capital structures, financing and operations. The Ascent Entities do not guarantee any of the ARM Entities debt. The Debtors tapped SULLIVAN & CROMWELL LLP as general bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as bankruptcy co-counsel; D.R. PAYNE & ASSOCIATES, INC., as restructuring advisor; PJT PARTNERS, as financial advisor; and PRIME CLERK LLC, as claims agent. BIOSTAGE INC: Incurs $11.9 Million Net Loss in 2017 --------------------------------------------------- Biostage, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $11.91 million on $0 of revenues for the year ended Dec. 31, 2017, compared to a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016. The Company said the $0.3 million increased net loss for 2017 was primarily attributable to higher research and development spending on outsourced preclinical studies, scientific conferences, and employee-related costs during the first half of 2017 that were offset, in part, by reduced spending due to the Company's headcount reduction in the fourth quarter of 2017. For the three months ended Dec. 31, 2017, the Company reported a net loss of approximately $1.2 million, or a net loss per diluted share of $0.61, compared to a net loss of approximately $3.3 million, or a net loss per diluted share of $3.91 for the three months ended Dec. 31, 2016. The $2.1 million decrease in net loss for the three months ended Dec. 31, 2017 was mainly attributable to reduced spending due to the Company's headcount reduction in the fourth quarter of 2017. As of Dec. 31, 2017, Biostage had $5.04 million in total assets, $1.62 million in total liabilities and $3.42 million in total stockholders' equity. Jim McGorry, Biostage's CEO, commented, "During the fourth quarter of 2017 we weathered a liquidity crisis by conducting a headcount reduction to reduce our expenses. We were looking at the time to conserve cash and to preserve our technology while seeking an investor to extend the company's runway. We closed a $4.2 million private placement at year-end with a group of fundamental investors who see a significant opportunity for our Cellframe technology to address China's large esophageal cancer patient population as well as the value our technology may bring to children with esophageal atresia." Mr. McGorry continued, "Since that private placement, we have closed an additional $1 million private placement, bolstered our staffing in all key areas of research and development, and added two new experts to our Scientific Advisory Board. We also have made significant progress in moving our esophageal atresia pre-clinical program forward though our collaboration with Connecticut Children’s Medical Center. Most notably we recently announced that we have been informed by the surgeon that our esophageal implant product candidate had successfully prompted esophageal regeneration in a first-in-human surgical procedure performed at a major U.S. hospital in May 2017. We believe this is a clear demonstration of our technology's potential for improving human care. We are also excited about the operational runway our new investors have provided us and the progress we are making in moving our esophageal implant product candidates toward Investigational New Drug applications, which we anticipate to occur in 2019." The Company ended 2017 with approximately $4.0 million of cash on-hand. Based on management's current projections, it believes it has sufficient cash on hand to fund operations partially through the third quarter of 2018. The report from the Company's independent accounting firm KPMG LLP, in Cambridge, Massachusetts, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/K03VeN About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. BIOSTAR PHARMACEUTICALS: Delays 2017 Form 10-K Filing ----------------------------------------------------- Biostar Pharmaceuticals, Inc., notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017, because the Company requires additional time to finalize the Annual Report and the financial statements included therein. According to Biostar, it has encountered a delay in assembling the information in connection with the financial statements for the fiscal year ended Dec. 31, 2017 and, therefore, was unable to complete the Annual Report without unreasonable effort or expense. The Company and its independent accountants are working to complete the Annual Report as expeditiously as possible. The Company's current expectation is that the Annual Report will be filed within the time frame allowed by the extension. About Biostar Pharmaceuticals Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through its wholly owned subsidiary and controlled affiliate in China -- http://www.biostarpharmaceuticals.com/-- develops, manufactures, and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar incurred a net loss of $5.69 million in 2016 and a net loss of $25.11 million in 2015. As of Sept. 30, 2017, the Company had $41.42 million in total assets, $5.27 million in total liabilities, all current, and $36.14 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had experienced a substantial decrease in sales volume which resulting a net loss for the year ended Dec. 31, 2016. Also, part of the Company's buildings and land use rights are subject to litigation between an independent third party and the Company's chief executive officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BRIGHT MOUNTAIN: Incurs $3.01 Million Net Loss in 2017 ------------------------------------------------------ Bright Mountain Media, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common shareholders of $3.01 million on $3.68 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million on $1.93 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Bright Mountain had $3.71 million in total assets, $3.37 million in total liabilities and $343,222 in total shareholders' equity. As of Dec. 31, 2017, the Company had a balance of cash and cash equivalents of $140,022 and a working capital deficit of $399,610 as compared to cash and cash equivalents of $162,795 and working capital of $355,344 at Dec. 31, 2016. The Company's current assets increased 12.5% at Dec. 31, 2017 from Dec. 31, 2016 which reflects the substantial increase in accounts receivable from its acquisition of Daily Engage Media in September 2017, offset with a large decrease in watch and apparel inventory. The Company's current liabilities increased 77.8% at Dec. 31, 2017 from Dec. 31, 2016 which primarily reflects a large increase in accounts payable related to the acquisition of Daily Engage Media as well as an increase in notes payable due to a non-related third party. In 2017, following the acquisition of Daily Engage Media, the $380,000 principal amount notes payable to the sellers were subsequently been reduced by $125,313 to reflect post-closing working capital adjustments. During 2017 and 2016 the Company's average monthly negative cash flow was approximately $150,000. "As we continue our efforts to grow our business we expect that our monthly cash operating overhead will continue to increase as we add personnel, although at a lesser rate, and we are not able at this time to quantify the amount of this expected increase. In the first quarter of 2018 we implemented policies and procedures around cash collections to prevent the aging of accounts receivables that was experienced in 2017. Cash collection efforts have been successful, and we feel that we have appropriately reserved for uncollectible amounts at December 31, 2017," the Company stated in the SEC filing. Net cash flows used in operating activities totaled $1,732,618 and $1,860,515 for 2017 and 2016, respectively. During 2017, the Company used cash primarily to fund its net loss of $2,994,096 for the period as well as increases in accounts receivable, accounts payable and accrued interest, including to a related party. Cash used during 2016 was used primarily to fund the Company's net loss of $2,667,051 during the period. Net cash flows used in investing activities totaled $224,429 and $669,114 for 2017 and 2016, respectively. Cash used included the purchase of fixed assets in 2017 of $16,628 and cash used in the acquisition of Daily Engage Media, net of $207,801. Net cash used in investing activities in 2016 included $607,463, net, attributable to acquisitions and $61,651 attributable to the purchase of fixed assets. Net cash flows provided from financing activities totaled $1,934,274 and $2,276,237 during 2017 and 2016, respectively. In both periods, cash was provided from the sale of the Company's securities, net of repayments of debt obligations and the payable of cash dividends on its 10% Series E convertible preferred stock to related parties. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2,994,096 and used cash in operating activities of $1,732,618 for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11,818,902 at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/YJYO7i About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, -- http://www.brightmountainmedia.com/-- owns and manages 25 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. Bright Mountain also owns an ad network, Daily Engage Media, which was acquired in September 2017. The Company has placed a particular emphasis on providing quality content on its websites to drive traffic increases. The Company's websites feature timely, proprietary and aggregated content covering current events and a variety of additional subjects targeted to the specific demographics of the individual website. CBAK ENERGY: Delays Form 10-K Filing ------------------------------------ CBAK Energy Technology, Inc., filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. The Company said it has not finalized its financial statements for the fiscal year ended Dec. 31, 2017. The Company anticipates that it will file the Form 10-K within the 15-day grace period provided by Exchange Act Rule 12b-25. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. China BAK reported a net loss of US$12.65 million for the year ended Sept. 30, 2016, following net profit of $15.87 million for the year ended Sept. 30, 2015. As of Sept. 30, 2017, CBAK Energy had US$123.65 million in total assets, US$110.13 million in total liabilities and US$13.52 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Sept. 30, 2016. All these factors raise substantial doubt about its ability to continue as a going concern, according to Centurion. CENTRAL SECURITY: Moody's Affirms B3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed residential alarm monitor Central Security Group Inc.'s ("CSG") B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating, and downgraded its first-lien revolver and term loan facility ratings to B3, from B2. Moody's also affirmed the Caa2 rating on CSG's second-lien term loan. The company recently announced that it would be raising $45 million of incremental first-lien term loan debt, whose proceeds will be used to pay down $25 million of revolver borrowings (most of which represent drawings that had been made to fund two small acquisitions, in February), add $19 million of cash to the balance sheet, and pay transaction expenses. The rating outlook is stable. -- Issuer: Central Security Group, Inc. Downgrades: -- Senior secured first-lien revolving credit facility and term loan, maturing 2020 and 2021, Downgraded to B3, LGD3, from B2, LGD3 Affirmations: -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior secured second-lien term loan, Affirmed Caa2, LGD6 -- Outlook, Stable RATINGS RATIONALE CSG's incremental $45 million first-lien debt raise will free up availability under its $50 million first-lien revolver that had been drawn on to make a pair of small acquisitions in late February, and it will add $19 million to a balance sheet depleted of cash. Because the $45 million is being added to an existing $310 million first-lien term loan, the preponderance of first-lien debt in the capital structure relative to the $50 million second-lien term loan has reduced the ratings "cushion" provided by the second-lien debt. With relatively less ratings cushion provided by the much smaller second-lien debt, recovery expectations for the first lien more closely reflect the credit risk inherent in CSG's B3 CFR itself, and as such Moody's has downgraded the first lien by one notch, to B3. As first-lien debt has increased over the past few years -- in early 2016 and mid-2017 the company raised incremental $50 million and $40 million first-lien debt for essentially the same purposes -- pressure on the first-lien facility ratings has been building. However, the B3 CFR, the Caa2 second-lien ratings, and the stable outlook are not impacted by this latest add-on financing. As it has done in each of the past two years, CSG is again terming out revolver drawings that had been made to effect tuck-in acquisitions, freeing up liquidity for the residential-alarm-monitoring company to pursue its aggressive growth plans. The latest acquisitions are of two small, longstanding alarm-monitoring services in Austin, TX and western Florida. The acquisitions add about 17,000 mostly residential customers to CSG's roughly 213,000 subscriber base, and deepen its penetration in those two important markets. Since they're being effected at an average debt-multiple of RMR (recurring monthly revenue) of about 34 times, the acquisitions help to moderate CSG's pre-acquisition, Moody's-adjusted debt-to-RMR leverage of 44 times. As a result of this transaction, nearly all $50 million of capacity will be available under the revolving credit facility, which CSG relies on heavily as it grows its subscriber base, ARPU (average revenue per user), and RMR. While the replenishing of revolver availability is in line with Moody's expectations for the company to conduct its operations while employing high leverage and tight liquidity, the additional $19 million of cash should lessen the need for revolver draws over the near to intermediate term. CSG's small scale and aggressive operating profile position it somewhat weakly in the B3 ratings category. Nevertheless, the steadily recurring nature of revenues, relatively attractive attrition rates, and a strong, experienced management team support the ratings and the stable outlook. Moody's expects that CSG will continue to see its revenue base grow in the high-single-digit percentages, but that leverage will remain elevated over the next twelve to eighteen months. As the company's business model contemplates, free cash flow will continue to be meaningfully negative, and will be supplemented by significant revolver borrowings. While not expected in the near term, a ratings upgrade could be prompted if CSG sustains debt-to-RMR below 40 times and free cash flow (before growth spending) to debt in the high single digits, while maintaining a good liquidity profile. The ratings could be downgraded if revenues stagnate, if attrition rates or dealer multiples increase materially, liquidity deteriorates, or free cash flow (before growth spending) approaches breakeven. With Moody's-expected 2018 revenues of about $115 million, CSG provides alarm monitoring services to roughly 230,000 primarily residential customers (pro-forma for early 2018 acquisitions) in most sections of the Sunbelt U.S. The company has been owned by private equity sponsor Summit Partners since late 2010. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CENVEO INC: Court Directs DOJ Watchdog to Appoint Examiner ---------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, upon the motion of Brigade Capital Management, LP, has directed the U.S. Trustee to appoint an Examiner in these chapter 11 cases of Cenveo, Inc. and its debtor-affiliates. Promptly after being appointed, the Examiner is required to meet and confer with: (a) The advisors for Cenveo, as well as Cenveo's director, Eugene Davis, and the advisors for the Committee for the purpose of obtaining an overview concerning the status of each party's respective investigation of the Examination Topics; and (b) The advisors for Cenveo and the Committee to receive regular updates with respect to the investigations of the Examination Topics and to assure that such investigations are progressing in an independent, expeditious, and cost-effective manner; The Examiner is authorized to review and to report on Cenveo's and the Committee's ongoing and respective investigations and analysis of: (a) any monetary compensation or other form of remuneration, received by any members of the Burton family or other insiders from Cenveo; (b) any transactions, directly or indirectly between (i) Cenveo, the Burtons, and/or their respective affiliates, and (ii) the Burtons, insiders, officers, directors, and/or their respective affiliates; (c) any transfers of value made by Cenveo or the Burtons and/or their affiliates to any insiders, directors, officers, and/or their respective affiliates or related organizations; and (d) any potential causes of action that Cenveo may have arising out of the foregoing or any related transactions, including, but not limited to, causes of action for breach of fiduciary duty, negligence, waste, avoidance, preference, and/or fraudulent conveyance. Cenveo and the Committee will promptly provide the Examiner with their respective assessments and conclusions with respect to the Examination Topics as well as all information relied upon by Mr. Davis or the Committee in connection with the investigation. To the extent that Cenveo and the Committee disagree with each other's conclusions, the Examiner is authorized to assist in attempting to resolve any such disagreement. The Examiner will prepare and file a report setting forth whether the respective investigations conducted by Cenveo and the Committee pertaining to the Examination Topics were conducted independently and in good faith, whether the respective examinations have concluded, are complete, and in accordance with the Order, and whether Cenveo's and the Committee's assessments and conclusions were reasonable. About Cenveo Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) -- http://www.cenveo.com/-- is a global provider of print and related resources, offering world-class solutions in the areas of custom labels, envelopes, commercial print, content management and publisher solutions. The Company provides a one-stop offering through services ranging from design and content management to fulfillment and distribution. With a worldwide distribution platform, the Company says it delivers quality solutions and services every day to its more than 100,000 customers. After reaching an agreement with holders of a majority of its first lien debt to support a Chapter 11 plan of reorganization, Cenveo Inc. and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on Feb. 2, 2018. The Chapter 11 filing does not include foreign entities, such as those located in India. As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000 and total debt of $1,426,133,000. The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo Cooper LLC as restructuring advisor; BDO USA, LLP as auditor and accountant; Ernst & Young LLP as tax advisor; VanRock Real Estate Consulting, LLC as real estate consultant; and Prime Clerk LLC as notice, claims & balloting agent, and administrative advisor. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases. The Committee retained Lowenstein Sandler LLP as its bankruptcy counsel; and FTI Consulting, Inc. as its financial advisor. CHANNELVIEW TRUCK: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: Channelview Truck Stop USA, LLC dba USA Truck Stop P.O. Box 801 Highlands, TX 77562 Business Description: ChannelView Truck Stop USA LLC is a privately held company in Channelview, Texas which provides refuelling, rest (parking), and other services to motorists and truck drivers. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D), posting gross revenue of $765,109 in 2017 and gross revenue of $1 million in 2016. Chapter 11 Petition Date: April 5, 2018 Case No.: 18-31775 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 E-mail: margaret@mmmcclurelaw.com Total Assets: $130,170 Total Liabilities: $1.30 million The petition was signed by Alex J. Addy, managing member. A copy of the Debtor's list of nine largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-31775_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-31775.pdf CHEROKEE PHARMACY: CPO Submits Report on Proposed PII Sale ---------------------------------------------------------- T. J. Gentle, the duly-appointed consumer privacy ombudsman for Cherokee Pharmacy & Medical Supply, Inc. d/b/a Jittery Joes Coffee and Cherokee Pharmacy & Medical Supply of Dalton, Inc., submits a Report to the U.S. Bankruptcy Court for the Eastern District of Tennessee. The Ombudsman has prepared the Report to assist the Court in its consideration of the facts, circumstances and conditions of the proposed sale and transfer of personally identifiable information of the customers of Cherokee Dalton and Cherokee Cleveland to WoRx, LLC -- the successful overbidder pursuant to the Stalking Horse Asset Purchase Agreement by and among Douglas R. Johnson as the duly appointed Chapter 11 Trustee of the Debtors, the Debtors, and WoRx. The Ombudsman believes that the Debtors seek to transfer customer lists containing personally identifiable information and business records for each customer, including purchase history and related protected health information -- collectively "Pharmacy Records". The Ombudsman has determined that the Debtors collected the following information: (a) Information that is either personally identifiable on its own, or is rendered personally identifiable when combined, including: name, address, phone, birth date, payment and billing information (although credit card information was not stored); (b) Information pertaining to a customer's medical prescription(s), including the name of the drug, dosage and physician; and (c) The medical prescription order history and personally identifiable information were stored in Debtors' licensed software platform, RX30 by Transaction Data Systems, Inc. The Ombudsman finds that the Pharmacy Records fall under the definition of protected health information as defined by HIPAA. The Federal privacy protections provided by the Privacy Rule promulgated under HIPAA govern patients' protected health information. Particularly, pharmacies are not allowed to disclose protected health information to a third party, except as expressly permitted by the Privacy Rule. While HIPAA does not directly provide for the transfer of protected health information pursuant to a bankruptcy proceeding, the American Recovery and Reinvestment Act of 2009, the Health Information Technology for Economic and Clinical Health (HITECH) Act does address such transfers. The Ombudsman reports that the proposed transfer of Debtors' Pharmacy Records is expressly permitted under the HITECH Act, as such transfer is in connection with the sale of the Debtors' assets to the Purchaser. The HITECH Act permits the disclosure of protected health information without a prior written authorization under certain circumstances -- for example, when a Covered Entity seeks to transfer protected health information pursuant to a sale, transfer, merger or consolidation with another Covered Entity, written consent of a consumer is not required. The Ombudsman reports that all of the protected health information was collected pursuant to Debtors' Privacy Notice which did restrict the transfer of information collected. The Ombudsman strongly believes that providing ongoing medical treatment and maintaining access to prescription records are significant benefits. The responsible transfer of the Pharmacy Records from the Debtors to the Purchaser will meet customer expectations and provide the best possible chance of continued pharmacy service for the Debtors' customers. In fact, if the Court ruled that the Pharmacy Records could not be transferred to the Purchaser, it is highly likely that certain of the Debtors' customers may face difficulty in obtaining medically necessary prescriptions. However, the Ombudsman advises that the Debtors' customers should be provided with notice of the change in ownership, which would afford the customers a choice regarding how their protected health information is utilized and where their prescriptions are filled going forward. Accordingly, the Ombudsman recommends that the Court approve the proposed sale and transfer of the Debtors' Pharmacy Records to the Purchaser, subject to the following recommended conditions: (a) The Purchaser (i) continues to operate in the same business and market as Debtors; (ii) expressly agrees to be the Debtors' successor-in-interest as to the Pharmacy Records; (iii) expressly agrees honor the Debtors' Notice of Privacy Practices, with respect to the Debtors' customers, however, after the closing, the Purchaser may modify such Privacy Notice if the Purchaser does so in accordance with applicable federal and state laws; (iv) expressly agrees to be responsible for any violation of the Privacy Notice for the Purchaser’s use or unauthorized disclosure of the Pharmacy Records occurring after the closing; and (iv) will not disclose, sell, or transfer the Pharmacy Records to any third party in a manner inconsistent with the Debtors' Privacy Notice unless Debtors' customers "opt-in" to the Purchaser's notice of privacy practices in accordance with applicable law. (b) The Debtors agree to post a notice at both of the Debtors' pharmacy locations involved in a sale transaction advising the individuals of the transfer of their prescriptions and their right to request the transfer of their prescriptions and Pharmacy Records to a pharmacy of their choice; and (c) The Purchaser (at its expense) will notify by mail each customer who has had a prescription filled or refilled at either of the Debtors' pharmacy locations to be acquired by the Purchaser within the two years prior to the closing date of the transactions contemplated in the Purchase Agreement. The notice will advise the individuals of the transfer of their prescriptions and their right to request the transfer of their prescriptions and Pharmacy Records to a pharmacy of their choice. About Cherokee Pharmacy Cherokee Pharmacy & Medical Supply of Dalton, Inc., based in Dalton, Georgia, and its affiliates filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-11919) on April 28, 2017. In the petition signed by D. Terry Forshee, president, the Debtor estimated $0 to $50,000 in assets and $500,001 to $1,000,000 in liabilities. The Hon. Shelley D. Rucker presides over the case. David J. Fulton, Esq., at Scarborough & Fulton, serves as bankruptcy counsel. Douglas R. Johnson was appointed Chapter 11 trustee. Serving as legal counsel to the Trustee is his firm, Johnson & Mulroony, P.C. Pharmacy Consulting Associates serves as consulting agent to the Trustee. David J. Fulton and Scarborough & Fulton is special counsel to the Trustee. COATES INTERNATIONAL: Circuit Court OKs Settlement with LAM ----------------------------------------------------------- The Circuit Court of Baltimore County, Maryland, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement, pursuant to the Settlement Agreement between Coates International, Ltd. and Livingston Asset Management LLC, in the matter entitled Livingston Asset Management LLC v. Coates International, Ltd. LAM commenced the Action against Coates to recover an aggregate of $69,389 of past-due obligations and accounts payable of the Company, which LAM had purchased from certain vendors of the Company pursuant to the terms of separate claim purchase agreements between LAM and each of those vendors. The LAM Assigned Accounts relate to certain contractual obligations and legal services provided to Coates. On March 19, 2018, Coates had entered into the Settlement Agreement and stipulation with LAM, pursuant to which Coates agreed to issue common stock to LAM in exchange for the settlement of $69,389 of past-due obligations and accounts payable of the Company. The Order provides for the full and final settlement of the LAM Claim and the LAM Action. The Settlement Agreement became effective and binding on the Company and LAM upon execution of the LAM Order by the Court on April 2, 2018. Pursuant to the terms of the Settlement Agreement approved by the LAM Order, Coates agreed to issue shares to LAM of the Company's common stock, $0.0001 par value. The Settlement Agreement provides that the LAM Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the LAM Settlement Amount through the issuance of freely trading securities issued in reliance upon an exemption from registration as provided for in Section 3(a)(10) of the Securities Act. Pursuant to the Settlement Agreement, LAM may deliver a request to the Company for shares of Common Stock to be issued to LAM. The parties reasonably estimate that the fair market value of the LAM Settlement Shares to be received by LAM is equal to approximately $99,127. Additional tranche requests will be made as requested by LAM until the LAM Settlement Amount is paid in full. The Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to LAM or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by LAM and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder), result in the beneficial ownership by LAM and its affiliates of more than 9.99% of the Common Stock. A full-text copy of the Settlement Agreement is available for free at https://is.gd/4mpGID About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- has been developing over a period of more than 20 years the patented Coates Spherical Rotary Valve system technology which is adaptable for use in piston-driven internal combustion engines of many types. Independent testing of various engines in which the Company incorporated its CSRV system technology confirmed meaningful fuel savings when compared with internal combustion engines based on the conventional "poppet valve" assembly prevalent in most internal combustion engines throughout the world. In addition, the Company's CSRV Engines produced only ultra-low levels of harmful emissions while in operation. Engines operating on the CSRV system technology can be powered by a wide selection of fuels. The Company was incorporated on Aug. 31, 1988. MSPC, in Cranford, New Jersey, Coates' independent registered public accountants, have stated in their Auditor's Report dated April 14, 2017, with respect to the Company's financial statements as of and for the year ended Dec. 31, 2016, that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Coates reported a net loss of $8.35 million on $29,200 of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.20 million on $94,200 of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Coates had $2.27 million in total assets, $8.18 million in total liabilities, and a total stockholders' deficiency of $5.90 million. COATES INTERNATIONAL: Jack Perkowski Quits from Board ----------------------------------------------------- Jack Perkowski, director and chairman of Coates International, Ltd.'s audit committee tendered his resignation from the board of directors and his audit committee position, effective March 31, 2018. Management wishes to express its gratitude for Mr. Perkowki's distinguished service and contributions during his period of service to the Company. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- has been developing over a period of more than 20 years the patented Coates Spherical Rotary Valve system technology which is adaptable for use in piston-driven internal combustion engines of many types. Independent testing of various engines in which the Company incorporated its CSRV system technology confirmed meaningful fuel savings when compared with internal combustion engines based on the conventional "poppet valve" assembly prevalent in most internal combustion engines throughout the world. In addition, the Company's CSRV Engines produced only ultra-low levels of harmful emissions while in operation. Engines operating on the CSRV system technology can be powered by a wide selection of fuels. The Company was incorporated on Aug. 31, 1988. MSPC, in Cranford, New Jersey, Coates' independent registered public accountants, have stated in their Auditor's Report dated April 14, 2017, with respect to the Company's financial statements as of and for the year ended Dec. 31, 2016, that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Coates reported a net loss of $8.35 million on $29,200 of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.20 million on $94,200 of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Coates had $2.27 million in total assets, $8.18 million in total liabilities and a total stockholders' deficiency of $5.90 million. COMMUNITY CHOICE: Widens Net Loss to $180.9 Million in 2017 ----------------------------------------------------------- Community Choice Financial Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $180.89 million on $364.06 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $1.54 million on $402.32 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Community Choice had $212.40 million in total assets, $417.57 million in total liabilities and a total stockholders' deficit of $205.16 million. Community Choice said it was able to extend the maturities of the $47,000,000 revolving credit facility and $60,000,000 in subsidiary notes through April 4, 2019. These amendments in addition to improved financial performance, have allowed management to conclude that there is no substantial doubt regarding the company's ability to meet its obligations for the period which extends one year from the issuance of these financial statements. The Company's cash balance of $71,212,000 as of Dec. 31, 2017, plus cash from operating activities, is expected to fund the Company's operations through the first quarter of 2019. However, maturities of $237,290,000 of senior notes, $47,000,000 of revolving credit facility debt, and $60,000,000 in subsidiary notes are due in the second quarter of 2019. The Company's expected cash position will not be sufficient to repay this indebtedness and the Company will need to refinance this indebtedness. "The Company cannot ascertain any future financing will be available on terms favorable to the Company, if at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Failure to raise additional capital would adversely affect the Company's ability to achieve its intended business objectives, including maintaining licenses, funding operations and paying interest. If creditors seek liquidation, it is unlikely that the assets available to the Company would be able to be sold to satisfy these debts," the Company stated in the SEC filing. "At some point in 2018, substantial doubt may arise about our ability to continue as a "going concern." "While, as of the date of this Annual Report on Form 10-K, substantial doubt about our ability to continue as a going concern did not exist, we believe that if we are unable to satisfactorily restructure or refinance our indebtedness in 2018, substantial doubt about our ability to continue as a going concern may arise. This is because as of April 2018 and May 2018, we will have significant short-term debt as a result of the pending maturities of our revolving credit facility and our senior notes due in April of 2019 and May of 2019, respectively. Given our lower than expected revenue and cash flow in 2017, we may not have sufficient liquidity to make such payments when due. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the liquidity needed to meet these and other payment obligations. If we continue to experience limited growth in our revenue, and we are not able to generate additional liquidity through the mechanisms described above or through some combination of other actions, we might need to secure additional sources of funds, which may or may not be available to us on commercially reasonable terms or at all. Additionally, a failure to generate additional liquidity could negatively impact the operation of our business." A full-text copy of the Form 10-K is available for free at: https://is.gd/4WaHgC About Community Choice Financial Dublin, Ohio-based Community Choice Financial Inc. -- http://www.ccfi.com/-- is a retailer of financial services to unbanked and underbanked consumers through a network of 501 retail storefronts across 12 states and are licensed to deliver similar financial services over the internet in 31 states. CCFI focuses on providing consumers with a wide range of convenient financial products and services to help them manage their day-to-day financial needs including consumer loans, check cashing, prepaid debit cards, money transfers, bill payments, and money orders. * * * In April 2017, S&P Global Ratings affirmed its issuer credit rating on Community Choice Financial at 'CCC'. The outlook remains negative. S&P said an upgrade is unlikely over the next 12 months. However, S&P could revise the outlook to stable if there is reduced refinancing risk, the pending CFPB regulations are less stringent than expected, and the company is able to improve its operational performance. In February 2016, Moody's Investors Service affirmed Community Choice Financial's 'Caa1' corporate family rating. Moody's affirmation of Community Choice's ratings reflects the company's meaningfully reduced leverage as a result of its recently announced debt repurchases at a substantial discount. COMSTOCK RESOURCES: Enters Into Refinancing Transactions -------------------------------------------------------- Comstock Resources, Inc., announced a series of related transactions in support of a comprehensive refinancing of substantially all of its existing debt. The Company said the successful completion of these transactions substantially reduces the Company's debt, addresses the overhang of Comstock's current capital structure and clears the maturity runway for the next four years. These transactions will substantially lower the Company's total leverage, lower its cost of capital and improve liquidity. As a result, Comstock will become one of the leading scaled and prudently financed public companies operating in the Haynesville shale. These transactions include: * Obtaining a $75 million cash common stock investment in concert with a new strategic carried drilling venture by Dallas businessman and owner of the Dallas Cowboys Football Club Ltd., Jerry Jones; * Monetizing its Eagle Ford shale production while maintaining a significant interest in the property's future development; * Arranging a new four year, $300 million bank credit facility; * Offering to retire the Company's convertible second lien secured pay-in-kind notes where investors would receive a package of cash and stock representing par value; * Offering to purchase the Company's first lien secured notes for cash; and * Expected offering of $600 million of new senior unsecured notes. "This refinancing will simplify our capital structure and allow us to focus on growing stockholder value," stated M. Jay Allison, chief executive officer of Comstock. "The resulting lower interest expense and benefits of the new drilling venture will allow us to increase drilling activity and grow production while spending within our operating cash flow. We are very excited to have Jerry Jones join the Company as a new strategic partner. We are confident that the Company combined with our existing and new teammates will be able to accomplish great things in the future." Equity Investment and Strategic Drilling Venture Comstock announced that Arkoma Drilling L.P. has agreed to make a $75 million equity investment in Comstock to support the Company's refinancing plans. Under the stock purchase agreement, Arkoma will purchase 10,000,000 shares of the Company's common stock at $7.50 per share, subject to the retirement of the Company's secured notes. Arkoma will own approximately 14% of the Company's pro forma outstanding shares. Arkoma is wholly-owned by Dallas businessman and owner of the Dallas Cowboys Football Club Ltd., Jerry Jones. Mr. Jones has over 50 years of experience investing in oil and gas exploration and production activities. In the last four years, Arkoma has invested more than $1 billion in unconventional shale drilling. Commenting on this investment, Mr. Jones stated, "I have followed Comstock for many years and their leadership in driving the reemergence of the Haynesville shale. I believe strongly in the future of Comstock and the proven track record of its management team. This significant cash investment, which will help complete their comprehensive refinancing program, reflects my desire to become one of Comstock's largest shareholders. In 1999 I had the opportunity to make a similar investment in Comstock and I passed. Had I made that investment, I could have made over $600 million in profits. Given a second opportunity to invest in Comstock's future, I decided not to miss it this time." Comstock has also agreed to enter into a Strategic Drilling Venture with Arkoma. Arkoma will participate in drilling projects proposed by Comstock in the Haynesville and Bossier shale in East Texas and North Louisiana and the Eagle Ford shale in South Texas. Comstock will receive a 20% carried interest for projects that Arkoma participates in and Arkoma will only earn an interest in the well bore for projects they participate in and will not have rights to any related acreage. The new venture will have a two-year term beginning after the refinancing transactions have been completed. Comstock will offer a minimum of $75 million in opportunities in the first twelve months and $100 million in the second twelve months. The Strategic Drilling Venture will enable Comstock to grow its prospect inventory, increase its capital efficiency by 20% for venture projects, and provide capital to address drilling required to maintain leases. The new drilling venture with Arkoma will also allow the Company to implement a larger drilling program, which will create efficiencies and lower service costs while also keeping Comstock's capital expenditures within operating cash flow. The investment and relationship with Mr. Jones gives Comstock a nationally recognized partner to assist with future acquisitions. Sale of South Texas Eagle Ford Properties Comstock also announced that it has entered into a definitive purchase and sale agreement with USG Energy Producer Holdings LLC to sell Comstock's producing oil and gas properties in McMullen, LaSalle, Frio, Atascosa, Wilson, and Karnes counties, Texas for a sale price of $125 million, subject to customary adjustments. The properties being sold include the 191 producing oil wells that Comstock has an interest in and approximately 9,900 net acres associated with the producing wells. The properties are producing approximately 2,027 barrels of oil per day and 3 million cubic feet ("MMcf") per day of natural gas. At Dec. 31, 2017, Comstock's proved reserves included approximately 7.1 million barrels of oil and 10.5 billion cubic feet of natural gas related to the interests being sold. The sale, which is subject to customary closing conditions and to final board approval by USG, is expected to close by April 30, 2018, and will have an effective date of Nov. 1, 2017. BMO Capital Markets Corp. is acting as exclusive advisor on the sale. Comstock is retaining approximately 8,700 net undeveloped acres that are prospective for Eagle Ford shale development. Comstock has identified 218 drilling locations on the acreage. Subsequent to the closing, Comstock and USG intend to enter into a joint development venture on this acreage and the acreage being acquired by USG and intend to start a drilling program in the third quarter of this year to develop these opportunities. Refinancing Actions Comstock commenced tender offers to repurchase all of its secured notes, including the Senior Secured Toggle Notes due 2020, the 7 3⁄4% Convertible Secured PIK Notes due 2019 and the 9 1⁄2% Convertible Secured PIK Notes due 2020. Comstock is offering to purchase approximately $697 million Senior Secured Toggle Notes outstanding, subject to the terms and conditions of such tender offer, for 105.25% of the principal amount in cash, plus accrued interest. To retire any and all $483 million Convertible Secured PIK Notes, the Company is offering, subject to the terms and conditions of such tender offer, an aggregate amount of approximately $152 million in cash and approximately 45.3 million shares of common stock that have been previously authorized for their conversion, resulting in an effective conversion price of $7.50 per share. Funding for the refinancing will be provided by a new $300 million revolving credit facility as well as proceeds from a proposed $600 million bond offering, the South Texas asset sale and the Arkoma equity investment. To support Comstock's refinancing plan, four banks have committed to a new four year revolving credit facility being arranged by BMO Capital Markets Corp. Borrowings under the new credit facility are expected to bear interest, based on the utilization of the borrowing base, at the Company's option at either (1) LIBOR plus 2.75% to 3.75% or (2) the base rate plus 1.75% to 2.75%. On April 2, 2018, Comstock posted an Investor Presentation titled "Refinancing Presentation to Investors" on the Company’s website, http://www.comstockresources.com/ A copy of the presentation can be reviewed at the website by first selecting "Investors", then selecting "Presentations." The presentation is also available at https://is.gd/OqFC1Y About Comstock Comstock Resources, Inc., is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $111.4 million for the year ended Dec. 31, 2017, compared to a net loss of $135.13 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Comstock Resources had $930.4 million in total assets, $1.29 billion in total liabilities and a total stockholders' deficit of $369.3 million. COMSTOCK RESOURCES: Launches Tender Offers for Secured Notes ------------------------------------------------------------ Comstock Resources, Inc., is commencing tender offers with respect to any and all of its outstanding Senior Secured Toggle Notes due 2020 (CUSIP: 205768AP9), 7 3⁄4% Convertible Secured PIK Notes due 2019 (CUSIP: 205768 AM6) and 9 1⁄2% Convertible Secured PIK Notes due 2020 (CUSIP: 205768 AN4). The total consideration to be received by holders who tender their Convertible Notes and are accepted for purchase is set forth below: Summary of Consideration for Tendering Holders Per $1,000 Principal Amount CUSIP Nos.: 205768 AM6 Outstanding Principal Amount: $295,464,697 Title of Security: 7 3⁄4% Convertible Secured PIK Notes due 2019 Number of Conversion Shares: 87 Value of Conversion Shares: $652.50 Cash Consideration: $347.50 Total Tender Offer and Conversion Agreement Consideration: $1,000.00 CUSIP Nos.: 205768 AN4 Outstanding Principal Amount: $187,062,044 Title of Security: 9 1⁄2% Convertible Secured PIK Notes due 2020 Number of Conversion Shares: 100 Value of Conversion Shares: $750.00 Cash Consideration: $250.00 Total Tender Offer and Conversion Agreement Consideration: $1,000.00 All accrued and unpaid interest on Convertible Notes accepted in the Tender Offer for the Convertible Notes, if any, up to, but not including, the Convertible Notes Settlement Date, will be added to the principal amount of the Accepted Notes. Additional Notes will be treated as if tendered in connection with the Tender Offer for the Convertible Notes and will be entitled to receive the same consideration as the Accepted Notes. In conjunction with the Tender Offer for the Convertible Notes, Comstock is soliciting consents from holders of the Convertible Notes to certain proposed amendments to the respective indentures governing the Convertible Notes. The Proposed Convertible Amendments would amend the Indentures of the Convertible Notes to change certain of the conversion features of the Convertible Notes as follows: (i) to change the Threshold Price (as defined in the Indentures) to the greater of $7.50 and the numerical average of the Daily VWAPs (as defined in the Indentures) of the Shares over the 15 consecutive Trading Days (as defined in the Indentures) immediately preceding the Convertible Notes Expiration Date; (ii) to change the Conversion Rate (as defined in the Indentures) to an amount of Shares per $1,000 principal amount equal to the greater of (x) 87 (in the case of the 2019 Notes) or 100 (in the case of the 2020 Notes) and (y) $1,000 divided by the Amended Threshold Price; and (iii) to eliminate the Daily VWAP condition to conversion and to provide for a Mandatory Conversion Event requiring the conversion of all Convertible Notes (other than those accepted pursuant to the Tender Offer and other than Convertible Notes called for redemption prior to the date of conversion) into Shares to occur on the Convertible Notes Settlement Date at the Amended Conversion Rate. The Proposed Convertible Amendments will also amend the redemption provisions of the Convertible Notes to allow the Company to redeem the Convertible Notes upon not less than three Business Days prior written notice (as compared the 30-day notice period required under the existing Indentures). Delivery of consents to the Proposed Convertible Amendments by holders of at least a majority of the aggregate principal amount of the outstanding Convertible Notes (excluding Convertible Notes owned by the Company or any of its affiliates) is required for the adoption of the Proposed Convertible Amendments. The Company intends to redeem, at par, a sufficient portion of (1) the 2019 Notes that are outstanding after the Tender Offer and prior to the mandatory conversion that would result in the Holders not participating in the Tender Offer for the Convertible Notes receiving, for each $1,000 principal amount of 2019 Notes to be mandatorily converted or so redeemed, 87 Shares and an amount of cash (if any) equal to $1,000 less (87 times the Amended Threshold Price) and (2) the 2020 Notes that are outstanding after the Tender Offer and prior to the mandatory conversion that would result in the Holders not participating in the Tender Offer for the Convertible Notes receiving, for each $1,000 principal amount of 2020 Notes to be mandatorily converted or so redeemed, 100 Shares and an amount of cash (if any) equal to $1,000 less (100 times the Amended Threshold Price). Any 2020 Notes that are redeemed will be redeemed effective on June 15, 2018. As a result, if a holder does not validly tender its Convertible Notes prior to the Convertible Notes Withdrawal Time the Proposed Convertible Amendments are adopted, such holder would receive the number of Shares and amount of cash (if any) set forth at: https://is.gd/Cjjg0K The Tender Offer for the Convertible Notes will expire at 11:59 p.m., New York City time, on April 27, 2018. Withdrawal rights in the Convertible Notes Tender Offer will also expire at 11:59 p.m., New York City time, on April 27, 2018. The Settlement Date with respect to the Convertible Notes Tender Offer is expected to be on or prior to the fifth business day after the expiration. Separate from the Proposed Convertible Amendments, on April 2, 2018, the Company gave notice to the holders that the Company increased the Conversion Rate for the 2019 Notes to 99.71 Shares per $1,000 principal amount of Notes. This increase, along with the corresponding decrease of the Threshold Price to $10.03, will go into effect on April 17, 2018 and will remain in effect for 20 days. If the Proposed Convertible Amendments become effective, they will override the Reduced Threshold Price. The Company also commenced a Tender Offer to purchase for cash any and all of the First Lien Notes. Holders who tender their First Lien Notes prior to 5:00 p.m., New York City time on April 13, 2018 will receive $1,052.50 in cash per $1,000 principal amount of First Lien Notes tendered. Holders who tender their First Lien Notes after the Early Tender Date but prior to April 27, 2018 will receive $1,002.50 in cash per $1,000 principal amount of First Lien Notes tendered. Withdrawal rights will also expire at 5:00 p.m., New York City time on April 13, 2018. The Settlement Date with respect to the First Lien Notes Tender Offer is expected to be on or prior to the fifth business day after the expiration. Accrued and unpaid interest on the First Lien Notes from the last interest payment date, if any, up to but not including, the First Lien Notes Settlement Date, will be paid in cash. In conjunction with the Tender Offer for the First Lien Notes, Comstock is soliciting consents from the holders of the First Lien Notes to certain proposed amendments to the Indenture governing the First Lien Notes. The Proposed First Lien Amendments would release the collateral, amend the redemption provisions of the First Lien Indenture and eliminate most of the covenants and certain events of default applicable to the First Lien Notes. Delivery of consents to the Proposed First Lien Amendments by holders of at least a majority of the aggregate principal amount of the outstanding First Lien Notes or, in the case of the collateral release only, 2/3 of such First Lien Notes, (excluding Notes held by the Company or its affiliates) is required for adoption of the Proposed First Lien Amendments. In connection with, and as a condition to, the completion of each of the Tender Offers and the related consent solicitations, the Company intends to (i) issue 10 million shares of common stock at a price of $7.50 per share in a privately negotiated transaction, (ii) sell certain assets in a privately negotiated transaction for an aggregate purchase price of approximately $125 million, (iii) enter into a new $300 million revolving bank credit facility, and (iv) issue approximately $600 million in aggregate principal amount of new senior unsecured notes. The Tender Offers are subject to the satisfaction or waiver by the Company of the closing of each of the foregoing transactions. This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any security. The complete terms and conditions of the Tender Offers and the related consent solicitations are set forth in each of the Offers to Purchase and Consent Solicitation Statements, dated April 2, 2018, and the related Letters of Transmittal that are being sent to holders of the Notes. The Tender Offers and the related consent solicitations are being made only through, and subject to the terms and conditions set forth in, the applicable Tender Offer Documents and related materials. Comstock has retained BofA Merrill Lynch and Deutsche Bank Securities to act as Dealer Managers and Solicitation Agents for the Convertible Notes Tender Offer and Consent Solicitation. Comstock has also retained BofA Merrill Lynch to act as Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation for the First Lien Notes. D.F. King & Co., Inc. has been retained to serve as the Depositary and Information Agent for the Tender Offers and Consent Solicitations. Questions regarding the Tender Offers and the related consent solicitations may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or at (980) 388-4813 (collect). Requests for the Tender Offer Documents may be directed to D.F. King & Co., by phone at (877) 732-3619 (toll-free) or (212) 269-5550 (collect) or by email at crk@dfking.com. About Comstock Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $111.4 million for the year ended Dec. 31, 2017, compared to a net loss of $135.1 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Comstock Resources had $930.4 million in total assets, $1.29 billion in total liabilities and a total stockholders' deficit of $369.3 million. CONNEAUT LAKE PARK: D-Three Buying Conneaut Lake Property for $210K ------------------------------------------------------------------- Trustees of Conneaut Lake Park, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of its real property designated as Lot No. 1 in Lakefront Subdivision No. 1, located on Lake Street, Conneaut Lake, Pennsylvania, to D-Three, LLC, for $210,000. A hearing on the Motion is set for April 24, 2018 10:00 a.m. The objection deadline is April 17, 2018. Consistent with its Plan of Reorganization, the Debtor subdivided the lots comprising the Flynn Property into five lakefront lots and a large backlot ("Lakefront Subdivision No. 1"). The subject of the Sale Motion is Lot No. 1 of the Lakefront Subdivision No. 1. The Debtor makes reference to its Schedule D, as amended, at Document No. 93 for the names, addresses, and account numbers, and amounts outstanding as of the Petition Date for each of the respondents holding a lien, claim, or encumbrance against the Subject Property. It notes that the taxing authorities listed on Schedule D have been paid in full since entry of the Confirmation Order. Therefore, are no longer listed as respondents to the Motion. The Subject Property is owned by the Debtor. It is a lot within a subdivision that constitutes a small portion of the Debtor's Real Property listed in its Schedule A. It comprises a portion of Parcel ID No. 5513-008, approximately .32 acres, and is more particularly identified as "Lot 1" on the Flynn Property Subdivision. The Purchaser for Lot. No. 1 is identified on the Agreement for Sale and Purchase of Real Estate. It had no relationship to the Debtor. As evidenced by the Sale Agreement, the purchase price for the Subject Property is $210,000. The sale will be free and clear of all liens, claims, interests, charges and encumbrances (with any such liens, claims, interests, charges, and encumbrances attaching to the net proceeds of the sale with the same rights and priorities therein as held in the asset). An initial payment of $10,000 is being held in an escrow account by Passport Realty, LLC, the licensed Real Estate Broker for the Debtor. The closing on the sale of the Subject Property is conditioned upon, among other things, the Purchaser's receipt of a final Order of Court authorizing a sale of the premises to the Purchaser. The Sale Agreement was executed on or around Feb. 28, 2018 utilizing the Lakefront Subdivision No. 1 plan that was approved by the Summit Township Supervisors on April 5, 2016. A copy of the Purchase Agreement and Schedule D attached to the Motion is available for free at: http://bankrupt.com/misc/Trustees_of_Conneaut_577_Sales.pdf Under the terms of the Brokerage Agreement entered into by the Debtor and Passport Realty, Passport Realty is entitled to a commission equal to 6% of the sales price. The following disbursements, costs, and expenses of sale are projected at the time of the closing on the sale of the Subject Property: (i) Real Estate Commission: $12,600; and (ii) Other Expenses of Sale: $30,000. Other expenses of Sale include $30,000 for certain professional fees and costs incurred by the Debtor during the Chapter 11 case that may be surcharged against the Subject Property. The surcharge is consistent with the terms of the Plan. The professional fees and costs represent a fraction of the total amount due and owing to the estate's professionals, with the balance of the administrative obligations to be paid from future sales of Noncore Parcels and the Debtor's operations. The $30,000 Other Expenses of Sale are allocated among the retained professionals as follows: (i) Porter Consulting Engineers - Land Use Planning, Surveys, and Project Drawings ($4,000); (ii) Shafer Law Firm - Title Work, Subdivisions, and Zoning ($1,000); and (iii) Stonecipher Law Firm - Professional services rendered to the estate ($25,000). In addition to the secured claims listed on the Debtor's Amended Schedule D, the Subject Property is subject to the Charitable Use Restriction placed upon all of the Debtor's Real Property through the deeds conveying the Real Property to the Debtor. The initial deed is dated Aug. 31, 1997, from Property on the Lake, Inc. to the Debtor. On Sept. 15, 1997, the Debtor executed a deed conveying the Real Property back to itself in trust for the use of the general public forever. This deed was recorded in the Record Book 357, page 768. The Debtor asks relief from Bankruptcy Rule 6004(h) such that the Sale Order, when entered, is effective immediately and not stayed for the 14-day period provided in Fed.R.Bankr.P. Rule 6004(h). The Purchaser: D-THREE, LLC 18114 Research Drive Meadville, PA 16335 About Conneaut Lake Park Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit corporation organized in 1997 and having the corporate purpose, among other things, to preserve and maintain Conneaut Lake Park, a vintage amusement park located in Conneaut Lake, Pennsylvania, for historical, cultural, social and recreational, and civic purposes for the benefit of the community and the general public. It presently holds in trust for the use of the general public approximately 207 acres of land and the improvements thereon located in Crawford County, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor estimated assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. Passport Realty, LLC was appointed by the Court as Broker on July 31, 2015. On Sept. 6, 2016, the Court entered a final order approving the Disclosure Statement and confirming the Reorganized Debtor's Joint Amended Plan of Reorganization. DAVID GEERTS: $500 Sale of Grain Bins to Dykema Approved -------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David L. Geerts and Julie A. Norman-Geerts to sell the grain bins situated on real estate located in Fulton Township, Whiteside County, Illinois (PIN No. 0127376003), to Nolan Dykema for $500. The sale is free and clear of all liens, claims, and encumbrances. These payments will be made in the following order from the gross sale proceeds derived from the sale of the Grain Bins: a. To pay and satisfy any and all governmental charges, taxes or assessments against or arising from the sale or disposition of the Grain Bins as well as any and all costs and expenses of the Auction Sale including a commission equal to 1.75% of the purchase price payable to the Auctioneer on the sale of the Grain Bins pursuant to the Contract; and b. To pay the remaining balance of the gross sales proceeds after the payment of the governmental charges, taxes and costs and expenses of sale in full, to Community State Bank to be applied to the indebtedness to Community State Bank secured by mortgages and liens against all farm properties and improvements, including the Grain Bins, and Community State Bank will release its mortgages and liens against the Grain Bins. The Debtors will file a Report of Sale with the Bankruptcy Court within 14 days after the completion of the closing of the last sale of the farm real estate. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. DAVID GEERTS: $651K Sale of Parcel 5 of the Home Farm Approved -------------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David L. Geerts and Julie A. Norman-Geerts to sell their farm real estate commonly described as Parcel 5 of the Home Farm (PIN No. 0701100002) located at Frog Pond Road, in Fulton, State of Illinois containing approximately 76.614 acres, to Jave Farms, LLC for $651,219. The sale is free and clear of all liens, claims, and encumbrances (including those of Community State Bank of Rock Fails), all of which will attach to the proceeds of sale in the same order of priority as such liens, encumbrances and interests had against, in and to Parcel 5 of the Home Farm. The sale proceeds of Parcel 5 of the Home Farm will be distributed as follows: first, towards the payment of real estate taxes, second towards the payment of the commission to the Auctioneer of 1.75% of the gross purchase price, third towards expenses of the Auctioneer not to exceed $2,500, and the balance (subject to the Carveout provisions of the Debtors' Fourth Amended Plan of Reorganization) to Community State Bank of Rock Falls for application to the first mortgage it holds against Parcel 5 of the Home Farm. The allocation and distribution of any government program payments (including CRP payments) relating to the Schipper Farm will be made consistent with the terms and conditions of the Plan. Pursuant to 11 U.S.C. 1146(a), the sale of the Schipper Farm will be exempt from transfer or recordation taxes imposed by any governmental unit. The Debtors will file a Report of Sale with the Bankruptcy Court within 14 days after the completion of the closing of the last sale of the farm real estate. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. DAVID GEERTS: $820K Sale of Brummel Farm to McCormick Approved -------------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David L. Geerts and Julie A. Norman-Geerts to sell the farm real estate commonly described as the Brummel Farm (PIN Nos. 807100002, 0807100003, 0807200015, 0807200017, 0806400008, 0806400003, 0806300004) located in Sections 6 and 7, Union Grove Township, Whiteside County, State of Illinois containing approximately 182.16 acres, to Larry McCormick for $820,418. The sale is free and clear of all liens, claims, and encumbrances (including those of Community State Bank of Rock Falls), all of which will attach to the proceeds of sale in the same order of priority as such liens, encumbrances and interests had against, in and to the Brummel Farm. The sale proceeds of the Brummel Farm will be distributed as follows: first, towards the payment of real estate taxes, second towards the payment of the commission to the Auctioneer of 1.75% of the gross purchase price, third towards expenses of the Auctioneer not to exceed $2,500, and the balance (subject to the Carveout provisions of the Debtors' Fourth Amended Plan of Reorganization) to Community State Bank of Rock Fails for application to the first mortgage it holds against the Brummel Farm. The allocation and distribution of any government program payments (including CRP payments) relating to the Brummel Farm will be made consistent with the terms and conditions of the Plan. Pursuant to 11 U.S.C. 1146(a), the sale of the Brumrnel Farm will be exempt from transfer or recordation taxes imposed by any governmental unit. The Debtors will file a Report of Sale with the Bankruptcy Court within 14 days after the completion of the closing of the last sale of the farm real estate. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. DAVID GEERTS: $931K Sale of Schipper Farm to Ceres Farms Approved ----------------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David L. Geerts and Julie A. Norman-Geerts to sell the farm real estate commonly described as the Schipper Farm (PIN Nos. 0314300001, 00002, 00003, 00004) located in Sections 14 and 15, Cordova Township, Rock Island County, State of Illinois containing approximately 221.78 acres, to Ceres Farms Cropland Holdings, LLC for $930,811. The sale is free and ciear of all liens, claims, and encumbrances (including those of Community State Bank of Rock Fails and Kenneth Schipper), all of which will attach to the proceeds of sale in the same order of priority as such liens, encumbrances and interests had against, in and to the Schipper Farm. The sale proceeds of the Schipper Farm will be distributed as follows: first, towards the payment of real estate taxes, second towards the payment of the commission to the Auctioneer of 1.75% of the gross purchase price, third towards expenses of the Auctioneer not to exceed $2,500, and the balance (subject to the Carveout provisions of the Debtors' Fourth Amended Plan of Reorganization) to Community State Bank of Rock Falls for application to the first mortgage it holds against the Schipper Farm. The allocation and distribution of any government program payments (including CRP payments) relating to the Schipper Farm will be made consistent with the terms and conditions of the Plan. Pursuant to 11 U.S.C. 1146(a), the sale of the Schipper Farm will be exempt from transfer or recordation taxes imposed by any governmental unit. The Debtors will file a Report of Sale with the Bankruptcy Court within 14 days after the completion of the closing of the last sale of the farm real estate. About David and Julie Norman-Geerts David L. Geerts and Julie A. Norman-Geerts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-80321) on Feb. 17, 2017. The case is assigned to Judge Thomas J. Lynch. The Debtors are represented by Jocelyn L. Koch, Esq., at Holmstrom & Kennedy PC. A Creditors Committee has been appointed in the Debtors' bankruptcy proceeding. DELEN RESOURCES: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: Delen Resources, LLC c/o Daniel Williams, Registered Agent 1552 Yellow Wood Drive Madisonville, KY 42431 Type of Business: Delen Resources LLC, a privately held company, is an oil & gas exploration, development, and production company located in Madisonville, Kentucky. Delen currently holds and is operating 3 leases. Chapter 11 Petition Date: April 4, 2018 Case No.: 18-40279 Court: United States Bankruptcy Court Western District of Kentucky (Owensboro) Judge: Hon. Thomas H. Fulton Debtor's Counsel: Russ Wilkey, Esq. WILKEY & WILSON, P.S.C. 111 W. Second Street Owensboro, KY 42303 Tel: (270) 685-6000 Fax: 270 683 2229 E-mail: dcwilkey@wilkeylaw.com rwilkey@wilkeylaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel Williams, managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/kywb18-40279.pdf List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Douglas Jordan $85,000 238 Via Sedona San Clemente, CA 92673 Douglas Jordan $100,000 CPA Defined Benefit Pension Plan 931 Calle Negocio, Ste. M San Clemente, CA 92673 Wilbank J. Roche $265,000 Roche & Holt 520 S. Sepulveda Blvd., Ste. 310 Los Angeles, CA 90049 DELTA EDUCATIONAL: Golub Writes off $1.44 Million Loan ------------------------------------------------------ Golub Capital BDC, Inc., has marked its $1,438,000 in loans extended to privately held Delta Educational Systems to market at $0 as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Golub provided Delta Educational a senior loan, $1,438,000 par value, which is scheduled to mature Dec. 1, 2018. The loan charges 9.00% cash/2.00% PIK interest (P + 6.75%). According to Golub, the loan was on non-accrual status as of December 31, 2017, meaning that Golub has ceased recognizing interest income on the loan. Delta operates post-secondary career schools primarily in the eastern US, targeting the large and growing segment of the population seeking to acquire career-oriented education. DIRECTVIEW HOLDINGS: Delays 2017 Form 10-K Filing ------------------------------------------------- Directview Holdings, Inc., was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended Dec. 31, 2017 by the April 2, 2018 filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended Dec. 31, 2017 to be incorporated in the Annual Report. Directview anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. About Directview Holdings DirectView Holdings, Inc. is a full-service provider of teleconferencing services to businesses and organizations. The Company's conferencing services enable its clients to cost-effectively conduct remote meetings by linking participants in geographically dispersed locations. The Company's primary focus is to provide high value-added conferencing services to organizations such as professional service firms, investment banks, high tech companies, law firms, investor relations firms, and other domestic and multinational companies. The Company is also a provider of the latest technologies in surveillance systems, digital video recording and services. The systems provide onsite and remote video and audio surveillance. DirectView Holdings was incorporated in the State of Delaware on Oct. 2, 2006. On July 6, 2012 the Company changed its domicile from Delaware and incorporated in the State of Nevada. The Company maintains a Web site at www.directviewinc.com and www.directviewsecurity.com. Recently, the Company purchased the domain name www.directview.com which it intends to make its main website. DirectView incurred a net loss of $4.79 million in 2016 and a net loss of $4.37 million in 2015. As of Sept. 30, 2017, DirectView had $3.90 million in total assets, $18.41 million in total liabilities, and a total stockholders' deficit of $14.51 million. D'Arelli Pruzansky, P.A., in Coconut Creek, Florida, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had net cash used in operations of approximately $1,047,000 for the year ended Dec. 31, 2016. The Company also had an accumulated deficit of approximately $27,844,000, a stockholders' deficit of approximately $10,117,000 and a working capital deficiency of approximately $10,143,000 at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. E*TRADE FINANCIAL: Moody's Hikes Preferred Stock Rating to Ba2 -------------------------------------------------------------- Moody's Investors Service upgraded the ratings of E*TRADE Financial Corp. (E*TRADE, Baa2 senior unsecured) and the long-term ratings of E*TRADE Bank (A2 deposits), and E*TRADE Bank's short-term deposit rating (Prime-1). The rating outlook is stable. The rating actions conclude Moody's review for upgrade that was initiated on January 10, 2018. RATINGS RATIONALE Moody's said E*TRADE's credit profile has improved over the past three years, benefiting from the firm's strategy to expand its balance sheet -- funded with cash sweep deposits -- and from the rising interest rate environment. E*TRADE's revenue growth accelerated during 2017 and the firm's profitability continues to be strongly positioned to benefit from higher rates and client brokerage assets. The rating agency also noted that E*TRADE's upgrade also reflects the firm's scalable operations designed to accommodate a growing client base while maintaining a strong positive operating leverage. Moody's also observed that E*TRADE's approach to the use of leverage in acquisitions and shareholder distribution policies will remain an important credit consideration. E*TRADE has acquired a number of operations in the past two years, the transactions were conservatively structured and funded with cash and newly issued preferred shares. Nevertheless, said Moody's, growth through acquisitions could subject the company to integration challenges that could heighten credit risk. Moody's expects E*TRADE to maintain a conservative risk profile and credit positive approach to inorganic growth. WHAT COULD CHANGE THE RATING UP? Development of profitable new revenue streams to complement E*TRADE's existing transaction and spread-based activities and diversifying its cash generating capabilities without adding significant credit risk. Improved earnings generation derived from strong organic growth and disciplined cost management. WHAT COULD CHANGE THE RATING DOWN? Shift in strategy to tolerate a significant increase in debt leverage driven by debt-funded shareholder distributions or M&A activity could result in downward rating pressure; especially if debt/EBITDA worsened to about 2.0x, and absent a clear and cohesive plan to return leverage to its pre-existing level in the near-term. Increased tolerance for asset risk at E*TRADE Bank because it could lead to greater risk of unexpected losses and capital depletion. Significant deterioration in franchise value, via a security breach of client accounts, a sustained service outage, or a significant legal or compliance issue resulting in reputational damage, loss of customers and litigation costs pressuring profit margins. Moody's has taken the following rating actions: Upgrades: Issuer: E*TRADE Financial Corp. -- Issuer Rating, Upgraded to Baa2 from Baa3 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2 from Baa3 -- Senior Unsecured Shelf, Upgraded to (P)Baa2 from (P)Baa3 -- Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- Pref. Shelf, Upgraded to (P)Ba1 from (P)Ba2 -- Pref. Shelf Non-cumulative, Upgraded to (P)Ba2 from (P)Ba3 -- Pref. Stock Non-cumulative, Upgraded to Ba2 (hyb) from Ba3 (hyb) Issuer: E*TRADE Bank -- Adjusted Baseline Credit Assessment, Upgraded to baa1 from baa2 -- Baseline Credit Assessment, Upgraded to baa1 from baa2 -- Long term Counterparty Risk Assessment, Upgraded to A3(cr) from Baa1(cr) -- Issuer Rating, Upgraded to Baa2, stable, from Baa3 -- Short term Deposit Rating, Upgraded to P-1 from P-2 -- Long term Deposit Rating, Upgraded to A2, stable, from A3 Confirmations: -- Short term Counterparty Risk Assessment, Confirmed at P-2(cr) Outlook Actions: Issuer: E*TRADE Bank -- Outlook, Changed To Stable From Rating Under Review Issuer: E*TRADE Financial Corp. -- Outlook, Changed To Stable From Rating Under Review Moody's has withdrawn the outlooks on instrument ratings for E*TRADE Financial Corp. for its own business reasons. The principal methodology used in rating E*TRADE Financial Corp. was Securities Industry Service Providers published in September 2017. The principal methodology used in rating E*TRADE Bank was Banks published in September 2017. EASTGATE PROFESSIONAL: New Plan to Pay GLIC in Full at 6% Per Annum ------------------------------------------------------------------- Eastgate Professional Office Park, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Ohio a first amended plan of reorganization dated March 20, 2018. Class 1 consists of the allowed secured claim of GLIC Real Estate Holding, LLC. Under the first amended plan, the Class 1 Claim will bear interest at the rate of 6% per annum. The Allowed Class 1 Claim will be paid by Reorganized EPOP as follows: monthly interest only payments for 36 months beginning on the 15th day of the first month following the Effective Date, followed by 48 monthly payments of principal and interest, based upon a 25 year amortization schedule, with the entire balance of the Class 1 Claim to be paid in full on the 7th anniversary of the Effective Date. GLIC will retain its mortgage on the Property as security for its Class 1 Claim. The guarantees of Gregory Crowell and Daniel Rolfes executed in favor of GLIC will remain in effect, however, so long as the Debtor is not in default under the Plan on any required payment to GLIC beyond any relevant grace period, GLIC is temporarily enjoined from proceeding against Gregory K. Crowell or Daniel R. Rolfes for collection of any amounts paid or to be paid by Gregory K. Crowell or Daniel R. Rolfes under such guaranty. During the period from the Confirmation Date up to and including the Effective Date, the Debtor may continue to operate the Debtor's business, subject to all applicable orders of the Bankruptcy Court. Notwithstanding any provision in the Plan or in the GLIC Loan Documents, Reorganized EPOP is authorized to sell substantially all of the Debtor's assets so long as the net proceeds from such sale is sufficient to pay in full any unpaid balance of the Class 1 Claim and such proceeds are used to pay the Class 1 Claim in full at closing. In addition, notwithstanding any provision in this Plan or in the GLIC Loan Documents, Reorganized EPOP is authorized to sell the Excess Real Estate free and clear of any liens, claims or encumbrances and deposit the net cash proceeds into the Tenant Improvements Account. GLIC's lien shall attach to such cash proceeds and shall continue until such proceeds are used for tenant improvements by Reorganized EPOP. The Troubled Company Reporter previously reported that under the initial plan, GLIC Real Estate will receive 100% of its allowed secured claim amortized over 20 years at 5% with a 5-year balloon. Upon confirmation of the plan, the lender will not pursue third-party guarantors so long as payments are made as provided in the plan. A full-text copy of the First Amended Plan is available at: http://bankrupt.com/misc/ohsb1-17-13307-136.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. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on September 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 represents the Debtor as bankruptcy counsel. ELDORADO GOLD: Moody's Lowers CFR to B2; Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Eldorado Gold Corporation's (Eldorado) Corporate Family rating (CFR) to B2 from B1, Probability of Default Rating to B2-PD from B1-PD and senior unsecured note ratings to B2 from B1. Eldorado's Speculative Grade Liquidity Rating ("SGL") is affirmed at SGL-2. The rating outlook is negative. "The downgrade of Eldorado's rating reflects the high execution risk with its projects, particularly at Kisladag and in Greece, combined with continued cash consumption driven by spending on projects", said Jamie Koutsoukis, Moody's Vice-President, Senior Analyst. Downgrades: Issuer: Eldorado Gold Corporation -- Probability of Default Rating, Downgraded to B2-PD from B1-PD -- Corporate Family Rating, Downgraded to B2 from B1 -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2(LGD4) from B1(LGD4) Outlook Actions: Issuer: Eldorado Gold Corporation -- Outlook, Remains Negative Affirmations: Issuer: Eldorado Gold Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Eldorado's B2 corporate family rating is driven by its modest scale, exposure to the volatile price of gold, relatively high geopolitical risks, limited mine diversity, and execution risks related to its material development projects. Eldorado has multiple projects on its plate, with plans to spend $1 billion in capex over the next 3 years. It will build a mill at Kisladag to account for lower expected gold recoveries from heap leaching, construct its Lamaque mine in Canada and build its Skouries mine in Greece (Skouries will not proceed until all permits have been issued). However because its production is concentrated in just a few mines, development plans have an significant impact on the company's credit. Also Moody's expect Eldorado will generate lower cash flow from operations as production will be affected by Kisladag's underperformance and projects will take longer to develop, resulting in elevated leverage above 4x through 2019. Eldorado however, has an average cost position, and a material cash balance which will allow it to fund its cash consumption driven by its project spending without increasing debt in 2018 and likely 2019. Moody's however see longer term refinancing risk should Eldorado encounter difficulties or delays in bringing new developments online as both its revolver and bonds mature in 2020, the same time as its projects are expected to increase production. Eldorado has good liquidity (SGL-2), with a cash balance of $480 million at December 2017, and an undrawn $250 million revolving credit facility which matures in June 2020. The large cash balance will allow Eldorado to fund Moody's estimated free cash flow consumption of about $175 million in 2018, as the company continues to spend on developing its new mines. Eldorado's credit facility financial covenants include a maximum net debt to EBITDA of 3.5x and a minimum EBITDA to interest of 3x, and Moody's expects the company will maintain covenant headroom. The company does not have any material debt maturities until 2020 when its credit facility (June 2020) and $600 million unsecured notes (Dec 2020) become due. The negative outlook reflects the execution risk Eldorado continues to face to bring its projects to production, as well the risk the company could exhaust its available liquidity because of its significant capital program. Upward rating movement is unlikely in the mid-term but could occur over time if Eldorado is able to achieve commercial production at some of its key development projects, reducing its mine development execution risk, accompanied by adjusted leverage sustained below 3.5x (5.3x at Q4/17) and it maintains adequate liquidity. Downward rating movement could occur should liquidity weaken materially or if uncertainty increases over the ability of Eldorado to complete its development projects and produce cash flow. A ratings downgrade would also result should adjusted leverage exceed 5x for a sustained period (5.3x at Q4/17). Headquartered in Vancouver, Canada, Eldorado Gold Corporation owns and operates two gold mines in Turkey, and a gold mine and lead/zinc/silver mine in Greece. The company also has plans to develop the Skouries gold mine in Greece and Lamaque mine in Canada. Revenues were $390 million in 2017. The principal methodology used in these ratings was Mining Industry published in April 2018. ENRIQUE SOLIS: Solises Buying Crane Property for $190K ------------------------------------------------------ Enrique Gonzalez Solis asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property located at 1123 S. Dorothea, Crane, Crane County, Texas to Shelby and Enrique Gonzalez Solis, III for $190,000. Objections, if any, must be filed within 21 days from the date the Motion was served. The Debtor owns several tracts of real property, which are subject to liens held by Crane County and the Internal Revenue Service. He owns the Property that he's proposing to sell. The Purchasers are buying the Property for $190,000, with $5,000 as earnest money deposit. The interest will accrue on the unpaid balance of the principal amount at the rate of 4.5%. The installment payments of $1,142 will be due on the first day of any given month beginning April 1, 2018 and continuing until April 1, 2023, at which time the remaining unpaid principal and interest will be due in full. The payments received more than three days after the due date shall be assessed a late payment of 10% of the regularly scheduled payment. The sum of $190,000 is the unpaid balance of the purchase money due from the Maker in consideration and conveyance by deed executed in April 2018 from the Debtor to the Maker. A copy of the Loan Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Enrique_Solis_78_Sales.pdf All proceeds will be paid to pay property taxes and subsequently to the IRS as funds are received. Upon information and belief, there are no other secured claims related to the Property. The transaction does not have a broker. The Debtor claims a vendor's lien on the Property as security for the payment of the sum. Counsel for Debtor: Jesse Blanco, Esq. P.O. Box 380577 San Antonio, Texas 78268 Telephone: (713) 320-3732 Facsimile: (210) 509-6903 E-mail: lawyerjblanco@gmail.com Enrique Gonzalez Solis sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 17-70130) on July 23, 2017. The Debtor tapped Jesse Blanco, Jr., Esq., as counsel. ERIC R. BRAVERMAN: Court OKs Appointment of M. O'Toole as Trustee ----------------------------------------------------------------- The Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York approved the appointment of Marianne O'Toole, Esq., as Chapter 11 Trustee of the individual Chapter 11 estate of Eric R. Braverman. Pursuant to an Order entered by the Court on Feb. 26, 2018, William K. Harrington, the U.S. Trustee for Region 2, asked for the Court's approval of the appointment of Ms. O'Toole as Chapter 11 Trustee in this case. Marianne O'Toole can be reached at: 22 Valley Road Katonah, New York New York, NY 10536 The Trustee will maintain a bond in an amount not less than $10,000. Eric R. Braverman filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10524), on March 6, 2017. The Debtor is represented by Ted Donovan, Esq. of Goldberg Weprin Finkel Goldstein LLP. FITNESS INTERNATIONAL: Moody's Rates New $1.93BB Bank Loans B1 -------------------------------------------------------------- Moody's Investors Service assigned B1 ratings to Fitness International, LLC's (dba "LA Fitness") proposed $337.5 million senior secured revolving credit facility due 2023, $900 million senior secured term loan A due 2023, and $700 million term loan B due 2025. At the same time, Moody's affirmed LA Fitness' B2 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating. The rating outlook remains stable. Proceeds from the new term loans along with approximately $137 million of borrowings under the revolving credit facility will be used to fully redeem the outstanding $337 million 6% preferred equity held by Seidler Institutional Partners and Madison Dearborn Partners as well as to refinance all of LA Fitness' existing debt. The affirmation of LA Fitness' B2 CFR acknowledges that while the proposed transaction will increase LA Fitness' debt to EBITDA to 5.4 times from 5.0 times, leverage will remain at a level that is supportive of the rating. In addition, the affirmation acknowledges that following the transaction, LA Fitness will be majority owned by its founders whom Moody's expects to focus on deleveraging the balance sheet going forward. The following ratings are assigned (subject to receipt and review of final documentation): Issuer: Fitness International, LLC $337.5 million Senior Secured Revolving Credit Facility Assigned B1 (LGD2) $900 million Senior Secured Term Loan A, Assigned B1 (LGD2) $700 million Senior Secured Term Loan B, Assigned B1 (LGD2) Outlook Actions: Issuer: Fitness International, LLC -- Outlook, Remains Stable Affirmations: Issuer: Fitness International, LLC -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B2 The following ratings remain unchanged and will be withdrawn upon their repayment in full and the closing of the transaction: Issuer: Fitness International, LLC $337.5 million Senior Secured Revolving Credit Facility, at B1 (LGD2) $377.5 million Senior Secured Term Loan A, at B1 (LGD2) $1170 million Senior Secured First Lien Term Loan B, at B1 (LGD2) RATINGS RATIONALE LA Fitness' B2 CFR reflects its moderately high lease adjusted debt-to-EBITDA pro forma for the recapitalization of 5.4 times and its concentration in the highly fragmented and competitive fitness club industry, which has low barriers to entry, high attrition rates and is experiencing a trend towards budget gym memberships. The rating also considers LA Fitness' high geographic concentration, with California and Florida representing just over 30% of its club base and expectations that 2018 earnings will be pressured by rising club operating expenses. LA Fitness remains heavily reliant on new club openings to generate growth, as comparable club sales growth remains less than 1%. However, LA Fitness benefits from its strong EBITA margins (adjusted for operating leases) of over 30% that drives solid free cash flow generation and supports a moderate amount of debt repayment and its good interest coverage, with EBITA-to-interest expense of 1.9 times. LA Fitness has a well recognized brand name, as the second largest US fitness club chain in terms of number of locations and membership. In addition, while Moody's views the fitness club sector as having a high business risk because of its exposure to cyclical discretionary consumer spending trends and high membership turnover, Moody's expects a moderate level of industry growth. The US economic expansion is a growth driver over the next twelve to eighteen months with longer term trends such as the aging of the US population and increased awareness of the importance of fitness providing additional support. LA Fitness' stable outlook reflects that while EBITDA is expected to decline by 1% to 2% in 2018, credit metrics will remain in line with the rating level as the company uses excess free cash flow after growth capital expenditures to reduce revolver borrowings in 2018 and to repay a moderate level of term debt in 2019. Ratings could be upgraded should LA Fitness maintain consistent growth in earnings along with stable to improving comparable club revenue growth. An upgrade would also require LA Fitness to maintain good liquidity, lease adjusted debt-to-EBITDA below 5.0 times, EBITA-to-interest expense above 2.0 times, and a financial policy commitment to maintaining the aforementioned credit metrics. Ratings could be downgraded should LA Fitness experience a material decline in total revenues, earnings or membership count or persistent negative comparable club revenue growth. Ratings could also be downgraded if debt-to-EBITDA is sustained above 6.0 times, EBITA-to-interest expense is sustained below 1.25 times, or liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Fitness International, LLC is the largest non-franchised fitness club operator in the United States. At December 31, 2017, it had over 5.2 million members and operated 707 clubs in 26 US states and 2 Canadian provinces under the LA Fitness brand name. When considering the franchise operators, its chain size is second to the franchised Planet Fitness brand. About 80% of its revenues are generated from recurring dues from new and existing members. Annual revenues are about $2 billion. Common equity in the company is wholly-owned by founding members and the Seidler family. FITNESS INTERNATIONAL: S&P Affirms 'B+' CCR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Irvine, Calif.-based Fitness International LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '2' recovery rating to Fitness International LLC's proposed senior secured credit facility, consisting of a $337.5 million revolver due 2023, $900 million term loan A due 2023, and a $700 million term loan B due 2025. The recovery rating reflects our expectation of substantial (70%-90%; rounded estimate: 70%) recovery of principal in the event of a payment default. Despite incremental proposed secured debt in the capital structure, the recovery rating is the same as that on the current smaller facility. Recovery prospects for lenders are weaker given incremental secured debt in the capital structure, but not meaningfully enough to warrant a less favorable recovery rating. "The affirmation reflects our view of the proposed transaction as leverage neutral and our forecast for leverage around 5x through 2019, which is comfortably within our 5.5x downgrade threshold. Fitness International LLC is seeking to increase the size of its senior secured credit facility in order to refinance its existing facility, and to repurchase all remaining institutional ownership through retiring the remainder of minority financial sponsors preferred equity. We view this transaction as leverage neutral because we viewed the preferred equity being redeemed as debtlike due to provisions that ultimately enabled its redemption. "Our view of the company's financial risk reflects EBITDA coverage of interest in the mid- to high-2x area and funds from operations (FFO) to debt in the low- to mid-teens area through 2019. These credit measures partly offset our expectation for operating lease-adjusted debt to EBITDA to be high, in the 5x area, through 2019 (although within the 5.5x downgrade threshold). Because this proposed transaction results in the repurchasing of all remaining institutional ownership and minority sponsor held preferred equity, we do not anticipate future leveraging events to redeem owner equity stakes, at least over the next few years. "The stable outlook reflects our expectation for good operating performance through 2019 and our belief that the company will not likely engage in incremental leveraging transactions to fund distributions that would increase total lease-adjusted debt to EBITDA above 5.5x. "We could lower the ratings if operating lease-adjusted debt to EBITDA increases above 5.5x, likely as a result of weaker-than-anticipated operating performance and a leveraging event from an unexpected rapid club expansion pace or an unexpected shareholder return transaction. "We would consider a one-notch upgrade if we become confident that operating lease-adjusted debt to EBITDA would remain below 4.75x. An upgrade would also depend on our belief that management would size future expansion and potential shareholder returns plans in a manner that would sustain adjusted leverage under this threshold." GLYECO INC: Reports $5.18 Million Net Loss for 2017 --------------------------------------------------- Glyeco, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $5.18 million on $12.07 million of net sales for the year ended Dec. 31, 2017, compared to a net loss of $2.26 million on $5.59 million of net sales for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Glyeco had $13.01 million in total assets, $9.14 million in total liabilities, and $3.86 million in total stockholders' equity. For the year ended Dec. 31, 2017 and 2016, net cash used in operating activities was $1,565,304 and $2,997,392, respectively. The decrease in cash used in operating activities is due to the significant period over period changes in accounts receivables, inventories and accounts payable and accrued expenses. For the year ended Dec. 31, 2017, the Company used $864,750 in cash for investing activities compared to the $2,382,971 used in the year ended Dec. 31, 2016. These amounts were comprised primarily of capital expenditures for equipment. For the years ended Dec. 31, 2017 and 2016, the Company received $1,127,357 and $5,517,675, respectively, in cash from financing activities. The amount of cash received in 2016 is primarily comprised of proceeds from the February 2016 rights offering. The amount of cash received in 2017 is primarily comprised of proceeds from the exercise of warrants and proceeds from a sale-leaseback, partially offset by the repayment of debt, including the 5% Notes, as well as proceeds from its August 2017 rights offering. As of Dec. 31, 2017, the Company had $2,589,397 in current assets, consisting primarily of $111,302 in cash, $1,546,367 in accounts receivable and $564,133 in inventory. Cash decreased from $1,413,999 as of Dec. 31, 2016 to $111,302 as of Dec. 31, 2017, primarily due to cash used in operations. As of December 31, 2017, the Company had total current liabilities of $5,105,915, consisting primarily of accounts payable and accrued expenses of $2,921,406. As of Dec. 31, 2017, the Company had total non-current liabilities of $4,039,616, consisting primarily of the non-current portion of its notes payable and capital lease obligations. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2017, has an accumulated deficit of $41,996,598 as of Dec. 31, 2017 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. "Our plans to address these matters include achieving profitable operations and raising additional financing through private and/or public offerings of our equity securities and through debt financing if available and needed. We plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities. There can be no assurances, however, that the Company will be able to achieve profitable operations or be able to obtain any financings or that such financings will be sufficient to sustain our business operations or permit the Company to implement our intended business strategy," the Company stated in the SEC filing. In March 2018, the Company began executing on a plan to raise additional capital to support the Company's current operations and future growth plans. The Company plans to work with investment banking firms to determine optimal amount of capital and structure. On March 29, 2018, the Company closed on an initial round of approximately $1.0 in bridge financing from certain affiliates. The Company anticipates an additional closing of up to $1 million, which the Company believes will cover its immediate liquidity requirements in anticipation of a more permanent raise. There is no certainty that the Company will receive the additional funding or if received will be on reasonable terms. A full-text copy of the Form 10-K is available for free at: https://is.gd/3Qd0qw About GlyEco, Inc. GlyEco -- http://www.glyeco.com/-- is a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. The Company specializes in coolants, additives and complementary fluids. The Company's network of facilities, develop, manufacture and distribute products including a wide spectrum of ready to use antifreezes and additive packages for the antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company is headquartered in Rock Hill, South Carolina. GMS INC: S&P Assigns 'BB-' CCR, On CreditWatch Developing --------------------------------------------------------- Tucker, Ga.-based wallboard and ceilings products distributor GMS Inc. has announced a definitive agreement to acquire Canada-based building products distributor WSB Titan for $627 million. S&P Global Ratings placed its ratings on Gypsum Management & Supply Inc. on CreditWatch with developing implications. S&P said, "At the same time, we assigned our 'BB-' corporate credit rating to GMS Inc. the public parent corporation of Gypsum Management & Supply Inc., and placed the rating on CreditWatch with developing implications. Following the assignment of ratings to GMS Inc., we subsequently withdrew, at the company's request, the corporate credit rating on Gypsum Management & Supply Inc. The sole corporate credit rating will now be in the name of the parent corporation, GMS Inc." The CreditWatch listing follows GMS Inc.'s announcement that it has entered into an agreement to acquire 100% of the equity interests of WSB Titan, a major Canadian distributor of wallboard, insulation, and other building products, in a transaction valued at approximately $627 million. S&P said, "The CreditWatch placement with developing implications indicates we could affirm, raise, or lower the ratings after we review the transaction and its impact on both GMS' earnings breadth and stability, as well as its credit metrics and financial strategies pro-forma for the acquisition. We expect to resolve the CreditWatch prior to the closing of the acquisition, which we expect to occur late in the second quarter of 2018." GREEN FLASH: SSG Acted as Investment Banker in Asset Sale --------------------------------------------------------- SSG Capital Advisors, LLC ("SSG") acted as the investment banker to Green Flash Brewing Co. ("Green Flash" or the "Company") in the sale of its California and Nebraska operations to an affiliate of Muirlands Capital, LLC ("Muirlands"). The sale was effectuated through Article 9 of the Uniform Commercial Code and closed in March 2018. Founded in 2002 and headquartered in San Diego, California, Green Flash is a nationally recognized, highly-rated craft brewery. The Company operated two production facilities as well as several tasting rooms and beer gardens in California, Nebraska and Virginia. Green Flash's beer portfolio is comprised of several year-round offerings including a lager, ales, pale ales and India pale ales as well as limited releases and seasonal beers. Green Flash grew rapidly since establishing its initial operation in Southern California. However, after opening a new facility in Virginia and nationalizing distribution in 2015, the Company encountered challenges as it faced increased competition and capacity utilization issues. To address resulting liquidity constraints, management implemented an operational restructuring plan that included rationalizing its distribution network and overhead. SSG conducted a comprehensive marketing process on an expedited basis, contacting a broad universe of strategic and financial buyers to achieve an optimal outcome for the Company and its stakeholders. The process attracted several bids from interested parties with Muirlands ultimately submitting the most compelling offer. SSG's ability to solicit offers from a broad universe of buyers in a fast-tracked process enabled the Company to maximize value, preserve jobs and maintain the loyalty of vendors and customers. Founded in 2014, Muirlands is a lower middle market private equity firm focused on investing in growth-oriented businesses across industry sectors in partnership with experienced operating executives. Other professionals who worked on the transaction include: * Nancy Peterman, Chad Striker and Genevieve Dominguez of Greenburg Traurig, LLP, counsel to Green Flash Brewing Co.; * Alpesh Amin and John Cannon of Conway MacKenzie, Inc., financial advisor to Green Flash Brewing Co.; * Wayne Walker of Walker Nell Partners, Inc. and Carl Lane of Willow Tree Consulting Group, LLC, independent board members to Green Flash Brewing Co.; * Joseph Greenwood of Livingstone Partners LLC, financial advisor to Muirlands Capital, LLC; and * Brian Schafer, Dan McGuire and Adam Petty of Winston & Strawn LLP, counsel to Muirlands Capital, LLC. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 300 transactions in North America and Europe and is a leader in the industry. Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC. H MELTON VENTURES: Trustee Selling Grapevine Property for $330K --------------------------------------------------------------- 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, to authorize the sale of the real property located at 1900 Carnegie Lane, Grapevine, Texas for $330,000. A hearing on the Motion is set for April 23, 2018 at 9:30 a.m. Henry Melton, II, according to the schedules filed, owns a 100% interest in H. Melton Ventures RD, LLC which owns 100% interest in the Property. The Property is not exempt and the Debtor's mother currently resides in the property, rent free. The alleged secured creditor, New York Mutual, LLC has not been paid in over 14 months and has filed a Motion to Lift Stay. The Trustee believes there is equity in the Property. The Trustee has undertaken a sale process to sell the Property on behalf of the bankruptcy estate. He has retained, Simone Jeanes of Virginia Cook Realtors to market and sell the Property. Mrs. Jeanes has secured several offers for the purchase of the Property and the broker and the Trustee are in agreement that the offer in the amount of $330,000, with $16,500 as earnest money deposit, is the highest and best offer to date and should be accepted. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/HMelton_225_Sales.pdf The Trustee files the Motion asking Court approval of the sale and the payment of closing costs including, but not limited to, broker's commissions and outstanding real property taxes. After the payment of closing costs, realtor commissions and property taxes, the proceeds from the sale will be paid to the bankruptcy estate to pay Chapter 11 expenses, including but not limited to: the Trustee's commission, expenses and professionals; and creditor claims as provided by the United States Bankruptcy Code, all pursuant to further Application and Order of the Court. The Trustee asks that he be authorized to pay closing costs and property taxes upon closing. The Trustee respectfully asks that the Court waives the 14-day stay prescribed under Bankruptcy Rule 6004(h) and that any Order entered by the Court granting the Motion is effective immediately upon entry. 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. HARBORVIEW TOWERS: Howard Bank Seeks Appointment of Ch. 11 Trustee ------------------------------------------------------------------ Howard Bank requests the U.S. Bankruptcy Court for the District of Maryland for the appointment of a Chapter 11 Trustee for Council of Unit Owners of the 100 Harborview Drive Condominium on an emergency basis. Just recently, Howard Bank learned that the Debtor opened a new bank account in November, at BankUnited, and transferred $480,000 from its debtor-in-possession account at Citizens Bank to the new account on January 8, 2018. Howard Bank asserts that the account violates cash collateral orders that have been entered. This account was opened without disclosure or approval of the Court, and without the knowledge or consent of the Howard Bank. Thus, Howard Bank tells the Court that a Chapter 11 trustee should be appointed immediately pursuant to Section 1104 of the Bankruptcy Code. Following the Petition Date, the Court has approved a series of orders authorizing the Debtor to use cash collateral. The Orders contain identical provisions concerning the maintenance of Deposit Accounts, as follows: "Maintenance of Deposit Accounts. The Debtor's Debtor-in-Possession Operating Account, currently with Citizens Bank and deposit account(s) at Howard Bank shall be maintained in accordance with the Operating Guidelines and Reporting Requirements issued by the Office of the United States Trustee or as allowed by Order of this Court.… The Debtor has no bank account(s) other than the Operating Account and the deposit account(s) at Howard Bank." On February 21, 2018, the Debtor filed its monthly operating report for the period ending December 31, 2017. The December Report revealed, for the first time, that the Debtor has opened a new account at BankUnited. The Debtor did not inform Howard Bank that it was opening a new account, and the Debtor did not obtain the consent of Howard Bank to do so. On January 8, 2018, the Debtor wired $480,000 from its existing operating account at Citizens Bank to the new BankUnited account. Howard Bank argues that this movement of funds is contrary to the assurances that Debtor's counsel provided to the Howard Bank's counsel as recently as January 29, 2018 -- that the debtor will not move the funds without a court order authorizing it do so. Moreover, BankUnited is not on the list of Depositories Authorized to hold Bankruptcy Estate Funds per the guidelines of the Office of the United States Trustee for the District of Maryland. Howard Bank contends that the Debtor's failure to disclose the existence of the account in its November monthly operating report, combined with the representation to the Bank in January that funds would not be moved from the existing DIP accounts, is a breach of the Debtor's fiduciary obligations to provide honest disclosures to creditors and the Court. Moreover, Howard Bank points out that the Debtor was not only utilizing an undisclosed bank account, but funds were moved from the existing debtor-in-possession account at Citizens Bank to the unauthorized BankUnited account. This is significant because: (a) all of the funds are the Howard Bank's cash collateral; and (b) unlike the existing DIP Accounts, the Howard Bank may not have a perfected lien on the BankUnited account. Apparently, Howard Bank claims that the Debtor is engaged in an unauthorized post-petition transfer of its cash collateral, impairing its collateral position. Howard Bank further asserts that it is in the best interest of the estate and creditors that a trustee be appointed now because the Debtor cannot be trusted. In addition to the opening of the new accounts and the movement of funds out of state (according to its website, BankUnited's branch locations are in New York and Florida), there are numerous other reasons to appoint a trustee. Howard Bank relates that the acrimony that marked the period before bankruptcy has continued unabated. The failure to repair Unit PH4A during the two years that the Debtor has been in bankruptcy is another example of the Debtor's inability to act as a fiduciary for the estate. And, even though the plan solicitation process has just begun, it has already been tainted. The Debtor's website directed that "each Unit Owner needs to vote on which plan they want," suggesting that they may vote on only one plan. Thus, Howard Bank believes that appointment of a trustee now would save parties the delay that would likely result even if a Plan were confirmed in March. Appeal will surely follow, no matter which side prevails, but Howard Bank contends that the longer the process is drawn out, the more frustrated unit owners and other creditors are likely to become, which could make reorganization efforts more difficult. Howard Bank tells the Court that the community needs stability that this debtor-in-possession cannot provide. Creditors need estate representatives that can act as fiduciaries and be trusted. Thus, Howard Bank asks that a trustee be appointed without delay Counsel for Howard Bank Lisa Bittle Tancredi, Esq. Keith M. Lusby, Esq. Gebhardt & Smith LLP One South Street, Suite 2200 Baltimore, Maryland 21202 Telephone: 410.385.5072 Facsimile: 443.957.1929 Email: mnord @gebsmith.com ltancredi@gebsmith.com About Council of Unit Owners of the 100 Harborview Drive Condominium Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. In the petition signed by Dr. Reuben Mezrich, president, the Debtor estimated assets and liabilities at $10 million to $50 million. Judge James F. Schneider is assigned to the case. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. HOVNANIAN ENTERPRISES: Derivative Suit Settlement Hearing on May 3 ------------------------------------------------------------------ On Dec. 18, 2017, the parties to the derivative and class action lawsuit filed in the Court of Chancery of the State of Delaware by Plaintiff Joseph Hong entitled Joseph Hong v. Ara K. Hovnanian, et al, Civil Action No. 12999-CB, finalized a settlement agreement to resolve the matter. The Settlement Agreement remains subject to approval by the Chancery Court. On April 2, 2018, the Chancery Court rescheduled the hearing to approve the Settlement Agreement to Thursday, May 3, 2018 at 10:00 a.m. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * In February 2018, Moody's Investors Service upgraded Hovnanian's corporate family rating to 'Caa1' from 'Caa2' as the Company has made strides in reducing its near-to-midterm refinancing risk. Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12 to 18 months. Also in February 2018, S&P Global Ratings raised its corporate credit rating on Hovnanian Enterprises to 'CCC+' from 'SD' (selective default). The rating outlook is stable. "The upgrade of Hovnanian reflects our reassessment following a refinancing transaction in which the company completed a partial debt exchange, whereby holders of about $170 million of its 8% senior notes due 2019 exchanged their debt for $90.6 million 13.5% unsecured notes due 2026, $90.1 million 5% unsecured notes due 2040, and $26.5 million in cash. We viewed the exchange as distressed since the new securities' maturities extend beyond the original securities and because we believed there was a realistic possibility of a conventional default." In January 2018, Fitch downgraded Hovnanian's Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. ICAGEN INC: Delays Filing of 2017 Form 10-K for Review ------------------------------------------------------ Icagen, Inc., was unable to file its Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2017 by the prescribed date without unreasonable effort or expense because the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate report on the Company's financial condition. The Company believes that the Annual Report will be completed and filed within the 15-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company anticipates that sales for the year ended Dec. 31, 2017 will increase significantly as compared to sales for the year ended Dec. 31, 2016 and that the net loss for the year ended Dec. 31, 2017 will also increase as compared to the net loss for the year ended Dec. 31, 2016. About Icagen Durham, North Carolina-based Icagen, Inc., formerly known as XRpro Sciences, Inc. -- http://www.icagen.com/-- currently operates as a partner research organization providing integrated drug discovery services with unique expertise in the field of ion channel, transporter, neuroscience, muscle biology and rare disease targets while also covering many other classes of drug discovery targets and therapeutic areas. The Company's customers are pharmaceutical and biotechnology companies to whom the Company offers its scientific expertise and technologies to aid in their determination of which molecules to advance into late stage preclinical studies and ultimately clinical trials. The core of the Company's offering is the discovery of Pre-Clinical Drug Candidates (PDC's), which are lead molecules (Leads) that are selected to enter into in-vivo studies during the Pre-Clinical Phase of drug discovery. The Company offers a full complement of pre-clinical drug discovery services which include; assay development technologies (including high throughput fluorescence, manual and automated electrophysiology and radiotracer flux assays), cell line generation, high-throughput and ultra-high-throughput screening, medicinal chemistry, computational chemistry and custom assay services to its customers. Icagen reported a net loss of $5.50 million in 2016 following a net loss of $8.67 million in 2015. As of Sept. 30, 2017, Icagen had $18.52 million in total assets, $25.69 million in total liabilities and a total stockholders' deficit of $7.17 million. RBSM LLP, in New York, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred recurring operating losses, which has resulted in an accumulated deficit of approximately $27.6 million at Dec. 31, 2016. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. IHEARTCOMMUNICATIONS: TPG Values $115-Mil. Loan at 98% of Face -------------------------------------------------------------- TPG Specialty Lending, Inc. has marked its $115,000,000 in loans extended to iHeartCommunications to market at $112,700,000 or 98% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2017. TPG issued an ABL FILO term loan, $115,000,000 par, which is scheduled to mature November 2020. The loan charges 6.23% (L+4.75%) interest. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company operates 849 radio stations. The Company's outdoor business reaches over 34 countries across five continents. To implement a balance sheet restructuring, iHeartMedia and 38 of its subsidiaries, including iHeartCommunications, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March 14, 2018. The cases are pending before the Honorable Marvin Isgur, and the Debtors have requested joint administration of the cases. Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not commence Chapter 11 proceedings. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. Kirkland & Ellis LLP is serving as legal counsel to iHeartMedia, Moelis & Company is serving as the Company's investment banker, and Alvarez & Marsal is serving as the Company's financial advisor. Prime Clerk LLC is the claims agent. Other Professionals The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and GLC Advisors & Co. as financial advisor. The ad hoc group of Term Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as counsel; and Ducera Partners as financial advisor. The Legacy Noteholder Group is represented by White & Case LLP as counsel. The Debtors' equity sponsors are represented by Weil, Gotshal & Manges LLP as counsel. ILLINI KIDS: Case Summary & 8 Unsecured Creditors ------------------------------------------------- Debtor: Illini Kids Development Company, LLC 3601 College Avenue Sacramento, CA 95818 Business Description: Illini Kids Development Company, LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 4, 2018 Case No.: 18-22027 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher D. Jaime Debtor's Counsel: Anthony Asebedo, Esq. MEEGAN, HANSCHU & KASSENBROCK 11341 Gold Express Drive, #110 Gold River, CA 95670 Tel: 916-925-1800 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Cruz, managing member. A full-text copy of the petition, along with a list of the Debtor's eight unsecured creditors, is available for free at: http://bankrupt.com/misc/caeb18-22027.pdf INVENTUS POWER: Golub Values $251,000 Loan at 68% of Face --------------------------------------------------------- Golub Capital BDC, Inc., has marked its $251,000 in loans extended to privately held Inventus Power, Inc. to market at $172,000 or 68.5% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Golub provided Inventus Power a one stop loan, $251,000 par, which is scheduled to mature April 1, 2020. The loan charges 8.07% (L+6.50%) interest. Golub also provided Inventus a separate one stop loan, $8,128,000 par, which also matures April 1, 2020. Golub has marked this loan to market at $6,909,000 or 85% of the outstanding amount. Inventus Power -- https://inventuspower.com/ -- is a provider of advanced battery systems (battery packs, chargers & power supplies) for global OEMs. Inventus Power was formerly known as ICCNexergy, Inc. and changed its name to Inventus Power in November 2015. The company was founded in 1967 and is based in Woodridge, Illinois with Locations in United States, Mexico, Brazil, Europe, China, Taiwan, Malaysia, and Singapore. IRGSE HOLDING: TPG Values $21 Million Loan at 78% of Face --------------------------------------------------------- TPG Specialty Lending, Inc., has marked its $21,665,000 in loans extended to privately held IRGSE Holding Corp. to market at $17,007,000 or 78.5% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2017. TPG issued a first-lien revolving loan, $21,665,000 par value, which is scheduled to mature September 2019. The loan charges 11.06% (including 5.00% PIK) interest. About IRGSE IRG Sports + Entertainment(TM) (IRGSE) is a marketer and promoter of sports and live entertainment experiences in the United States, Canada and Australia. The Company is owned by TPG, a global private investment firm with $70.2 billion of capital under management. IRGSE owns and operates four motorsports facilities: Palm Beach International Raceway(TM) (PBIR), Memphis International Raceway(TM) (MIR), Maryland International Raceway(TM) (MDIR) and Cordova International Raceway(TM) (CIR); as well as the International Hot Rod Association(TM) (IHRA) and the International Drag Bike League(TM) (IDBL). IRGSE HOLDING: TPG Values $22 Million Loan at 78% of Face --------------------------------------------------------- TPG Specialty Lending, Inc., has marked its $22,414,000 in loans extended to privately held IRGSE Holding Corp. to market at $17,596,000 or 78.5% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2017. TPG issued a first-lien loan, $22,414,000 par value, which is scheduled to mature September 2019. The loan charges 11.19% (including 5.00% PIK) interest. About IRGSE IRG Sports + Entertainment(TM) (IRGSE) is a marketer and promoter of sports and live entertainment experiences in the United States, Canada and Australia. The Company is owned by TPG, a global private investment firm with $70.2 billion of capital under management. IRGSE owns and operates four motorsports facilities: Palm Beach International Raceway(TM) (PBIR), Memphis International Raceway(TM) (MIR), Maryland International Raceway(TM) (MDIR) and Cordova International Raceway(TM) (CIR); as well as the International Hot Rod Association(TM) (IHRA) and the International Drag Bike League(TM) (IDBL). JJDN CROWN: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: JJDN Crown Corp. 4520 Route 130 S Burlington, NJ 08016-2260 Business Description: JJDN Crown Corp. is a privately-owned company in Burlington, New Jersey. Case No.: 18-16754 Chapter 11 Petition Date: April 5, 2018 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtor's Counsel: Mark S Cherry, Esq. LAW OFFICE OF MARK S CHERRY 385 Kings Highway North Cherry Hill, NJ 08034 Tel: (856) 667-1234 Fax: (856) 667-8666 Email: mc@markcherrylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition (incorrectly filed under a voluntary petition for individuals filing form) is available for free at: http://bankrupt.com/misc/njb18-16754.pdf Judge Kaplan entered an "ORDER TO SHOW CAUSE WHY CASE SHOULD NOT BE DISMISSED FOR FAILURE TO FILE DOCUMENTS." The Court having noted that the Debtor filed a petition on April 5, 2018, and did not file the following documents: Voluntary petition of Non−Individuals(201A), Summary of Assets and Liabilities for Non−Individuals, Declaration Under Penalty of Perjury for Non Individual Debtors, Statement of Financial Affairs For Non−Individuals, Atty Disclosure Statement, 20 Largest Unsecured Creditors, List of Equity Security Holders, List of All Creditors, PDF of List of Creditors, Statement of Corporate Ownership, Balance Sheet, Tax Return, Cash Flow Statement, Statement of Operations, Schedules A/B,E/F,G,H KEVIN WRIGHT: ROI National Buying Philadelphia Properties for $145K ------------------------------------------------------------------- Kevin J. Wright asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the private sale of the real estate located at (i) 1462 N. Newkirk Street, Philadelphia, Pennsylvania for $75,000 and (ii) 1410 N. Dover Street, Philadelphia, Pennsylvania $70,000 to ROI National, LLC. Among others, the Debtor owns the properties. The Debtor has received offers from the Buyer to purchase the properties in accordance with the Agreements of Sale. The escrow deposits in the amount of $1,500 for each property will be held in the escrow company of the Buyer's choice. The closing of the transactions is May 7, 2018. A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Kevin_Wright_239_Sales.pdf With the exception of certain taxes owed to the City of Philadelphia, the Debtor is unaware of any encumbrances on the properties. He asks leave to pay at closing, real estate taxes, water/sewer liens, any and all other liens or encumbrances and ordinary settlement costs, and 6% realtor's commission to Keller Williams, Center City. The Debtor believes the sales to be fair and reasonable and in the best interests of the Estate. Counsel for Debtor: Michael H. Kaliner, Esq. ADELSTEIN & KALINER, LLC 350 S. Main Street Suite 105 Doylestown, PA 18901 Telephone: (215) 230-4250 Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn. Case No. 15-17104) on Oct. 1, 2015. KOSTAS ROUSTAS: 1170 Route Buying Mount Laurel Properties for $3M ----------------------------------------------------------------- Kostas Roustas and Stella Roustas ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 1170 Route 73, Mount Laurel, New Jersey, Block 1306.01, Lots 15, 16-19 and 28-32; (ii) 1148 Route 73, Mount Laurel, New Jersey, Block 1306.01, Lots 14, to 1170 ROUTE 73, LLC for $2,950,000. A hearing on the Motion is set for April 24 2018 at 10:00 a.m. The objection deadline is April 17, 2018. One of the Debtors' assets is the Subject Property. These Tax Sale Certificates have been filed: a. Tax Sale Certificate: Maureen P. Mitchell, Collector of Taxes, to US Bank Customer for PC 4 & Creditors, dated June 25, 2015, recorded Sept. 2, 2015, Book 13187, Page 7251, Amount $15,685, Assessed to Kostas Roustas, Certificate No. 15-00052. Based on a conversation with the Township of Mount Laurel, the approximate amount due under this tax lien is $203,915. b. Tax Sale Certificate: Maureen P. Mitchell, Collector of Taxes, to MTAG Customer FIG CAP INV NJ13, dated June 16, 2016, recorded Oct. 13, 2016, Book 13244, Page 4214, Amount $3,748, Assessed to Stella Roustas, Certificate No. 16-00052. Based on a conversation with the Township of Mount Laurel, the approximate amount due under this tax lien is $12,452. c. Tax Sale Certificate: Margaret Bleam Odell, Collector of Taxes, to Harry Pilalis, dated May 31, 1991, recorded June 12, 1991, Book 4251, Page 189, Amount $739, Assessed to The Estate of Mary T. Wippert, Certificate No. 91-55. It is believed that this Tax Sale Certificate was satisfied, however it was not discharged. d. The total outstanding sum due to the Township of Mount Laurel, in addition to the tax sale certificates is approximately $60,000. These parties hold liens against the Subject Property: a. Lien Holder #1: On July 19, 2007 the Debtors borrowed the sum of $1.3 million from The First National Bank of Elmer and executed a mortgage upon the Subject Property. The mortgage was recorded in the Burlington County Clerk's office on Sept. 10, 2007 in Mortgage Book 11569, Page 992. The First National Bank of Elmer has provided a payoff statement which represents that as of March 29, 2018 the outstanding balance due to The First National Bank of Elmer is $1,039,553. On Nov. 15, 2017 The First National Bank of Elmer was granted Relief from the automatic stay and is pursing a mortgage foreclosure of the Subject Property. b. Lien Holder #2: On Jan. 21, 2013 Republic Bank loaned to 2602 Route 130, LLC, an entity wholly owned by Debtor Kostas Roustas the principal sum of $1,050,000. The loan was secured by a first mortgage on the real property located at 2602 Route 130, Cinnaminson, New Jersey. The loan was further secured by a first mortgage our home located at 49 Oak Ridge Drive, Voorhees, New Jersey. As additional collateral, the Debtors executed and delivered to Republic Bank a second mortgage on the Subject Property. The mortgage dated Jan. 21, 2013 was recorded in the Burlington County Clerk's Office on Feb. 15, 2013 in mortgage book OR-13054, page 866, in the principal amount of $1,050,000. The most recent modification was recorded on Aug. 13,2013 in book OR-13089, page 4960. By letter from Richard M. Berman, Esquire, attorney for Republic Bank, dated March 26, 2018, the payoff as of March 22, 2018 is $995,926, with a per diem of $136. c. Lien Holder #3: On April 11, 2014, New Jersey Business Finance Corp. loaned to 2602 Route 130, LLC, an entity wholly owned by Debtor Kostas Roustas the principal sum of $1,107,000. The loan was secured by a second mortgage on the real property located at 2602 Route 130, Cinnaminson, New Jersey. The loan was also secured by a second mortgage on their home located at 49 Oak Ridge Drive, Voorhees, New Jersey. As additional collateral, they executed and delivered to New Jersey Business Finance Corp. a third mortgage on the Subject Property. The mortgage was dated on April 11, 2014 and it was recorded in the Office of the Burlington County Clerk on June 26, 2014 in Mortgage Book OR-13130, page 2169, in the principal amount of $1,107,000. The loan and mortgage was subsequently assigned pursuant to an Assignment of Mortgage to the U.S. Small Business Administration, dated April 17, 2014, recorded June 26, 2014, in Book 13130, Page 2180. No Proof of Claim has been filed on behalf of the U.S. Small Business Administration, however the lien was listed at $1,107,000 on the Debtors' Petition for Relief. On Jan. 16, 2018, the Debtors entered into an Agreement of Sale whereby they agreed to sell the Subject Property to the Buyer for $2,950,000. The proposed sale is "as is, where is," with no representations or promises regarding the Property and giving no warrantees, express or implied; and free and clear of all liens and encumbrances, with proven liens to attach to proceeds. Pursuant to the contract, the Debtors' attorney received a copy of an email verification from Search Tec Abstract, Inc., the Buyer's title agent, confirming that the $40,000 down payment had been deposited into their escrow account. The Agreement of Sale does not provide for a mortgage contingency. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Kostas_Roustas_74_Sales.pdf The Debtors have marketed the property through Rose Commercial Real Estate and the highest offer received was $2,950,000. That listing agreement ended in July, 2017. In October 2017, they entered into a contract for sale of real estate with a purchase price of $3.1 million. That contract was canceled by the proposed buyer during the initial due diligence period. The reason given for the termination was that the diner would need approximately $1 million to remodel the diner and there were questions as to the Department of Transportation plans to eliminate one of the entrances. The Subject Property has been marketed through a commercial real estate broker and within the restaurant industry and no higher offers have been received. All other offers received by the Debtors have been for less money. The proceeds of the sale will be paid to the Township of Mount Laurel for outstanding real estate taxes, the Tax Sale Certificate Holders, First Elmer Bank of New Jersey and Republic Bank, the holders of valid note and mortgage. The lien of the U.S. Small Business Administration would not be paid from the sale of this property, however its lien status is improved overall because it will now hold a first mortgage on the property located at 2602 Route 130, Cinnaminson, New Jersey and a first mortgage on our home located at 49 Oak Ridge Drive, Voorhees, New Jersey. The value of those two properties is approximately $2.5 million. The proposed Order provides that the closing expenses will be reviewed and approved by the United States Trustee's Office prior to the closing. There is one leasehold interest in the property, a lease between the Debtors and KLB Sage, Inc. which operates the Sage Diner at this location. KLB Sage is wholly owned by the Debtors. The estimated Trustee commissions on the anticipated $2,950,000 sale have been calculated at $9,750. It is anticipated that there will be additional interest expense incurred depending on the actual closing date. The Debtors ask that they'd be authorized to pay from the proceeds of sale the Trustee commissions and the funds necessary to satisfy the Estate's share of all necessary and customary closing costs with respect to the sale. The Purchaser: 1170 ROUTE 73, LLC 491 Old York Road Suite 200 Jenkintown, PA 19046 Counsel for Debtors: Dino S. Mantzas, Esq. LAW OFFICE OF DINO S. MANTZAS 701 Route 73 N. Suite 1 Marlton, NJ 08053 Telephone: (856) 988-0033 E-mail: dino@dmantzaslaw.com Kostas Roustas and Stella Roustas sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-22778) on June 22, 2017. The Debtor tapped Dino S. Mantzas, Esq., at Law Office of Dino S. Mantzas, as counsel. LAURITSEN FIREWOOD: AGGO Objects to Non-treatment of Secured Loans ------------------------------------------------------------------ Secured creditor AGCO Finance, LLC filed an objection to Lauritsen Firewood & Rental Inc.'s disclosure statement explaining its chapter 11 plan. AGCO complains that the disclosure statement and plan fail to identify the specific plan treatment for AGCO's two secured loans. The disclosure statement also lacks necessary projected income and expenses to help creditors understand whether the plan is feasible. AGCO, thus, requests that the Court deny approval of the disclosure statement. A copy of AGCO's objection is available at http://bankrupt.com/misc/wiwb1-17-11785-171.pdf Counsel for AGCO Finance LLC: Christopher M. Seelen State Bar No. 1029724 RUDER WARE, L.L.S.C. 402 Graham Ave. P.O. Box 187 Eau Claire, WI 54702-0187 Phone (715) 834-3425 About Lauritsen Firewood & Rental Lauritsen Firewood & Rental Inc. is a firewood delivery company. Based in Cushing, Wisconsin, it provides wood heating, firewood chopping, and flat roofing. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-11785) on May 17, 2017. Derek Lauritsen, president, signed the petition. At the time of the filing, the Debtor disclosed $6.67 million in assets and $3.47 million in liabilities. Judge Catherine J. Furay presides over the case. Joshua D. Christianson, Esq., Christianson & Freund, LLC, in Eau Claire, WI, serves as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Lauritsen Firewood & Rental Inc. as of July 3, according to a court docket. LAURITSEN FIREWOOD: Unsecured Creditors to Be Paid Over 5 Years --------------------------------------------------------------- Lauritsen Firewood & Rental, Inc., filed a disclosure statement explaining its proposed plan of reorganization that is designed to continue Debtor as a going business and local employer while paying all creditors. Classes 8 & 10 - Allowed other creditors' claims are estimated to total approximately $22,232.90. The Plan provides for these claims to be paid over a five-year period. To avoid administrative costs, Class 9 - general unsecured creditors holding claims of $250 or less or who elect (by so noting on the Ballot) to reduce their claims to $250, shall be paid in full within 1 year as "small creditors" separate from other general unsecured creditor claimants. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wiwb17-11785-156.pdf About Lauritsen Firewood & Rental Lauritsen Firewood & Rental Inc. is a firewood delivery company. Based in Cushing, Wisconsin, it provides wood heating, firewood chopping, and flat roofing. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-11785) on May 17, 2017. Derek Lauritsen, president, signed the petition. At the time of the filing, the Debtor disclosed $6.67 million in assets and $3.47 million in liabilities. Judge Catherine J. Furay presides over the case. Joshua D. Christianson, Esq., Christianson & Freund, LLC, in Eau Claire, WI, serves as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. LEO MOTORS: Delays Filing of 2017 Form 10-K ------------------------------------------- Leo Motors, Inc. notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017. The Company has encountered a delay in assembling the financial information for the year ended Dec. 31, 2017. The timely filing of the Form 10-K has become impracticable without undue hardship and expense to the Company. About Leo Motors Leo Motors, Inc. -- http://www.leomotors.com/-- is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors Co. Ltd. on July 1, 2006. Through Leozone, the Company is engaged in the research and development of multiple products, prototypes, and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development, post R&D development such as product testing, production, and sales. Significant losses from operations have been incurred by the Company since inception and there is an accumulated deficit of $(29,776,217) as of Dec. 31, 2016. The Company said continuation as a going concern is dependent upon attaining capital to achieve profitable operations while maintaining current fixed expense levels. DLL CPAs LLC issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has suffered recurring losses from operations and negative cash flows from operations the past two years. These factors raise substantial doubt about its ability to continue as a going concern. Leo Motors reported a net loss of US$6.41 million in 2016, a net loss of US$4.49 million in 2015, and a net loss of US$4.48 million in 2014. As of Sept. 30, 2017, Leo Motors had US$4.25 million in total assets, US$9.91 million in total liabilities and a total deficit of US$5.65 million. LOMA LINDA: Fitch Affirms BB+ Revenue Bond Ratings -------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the outstanding series 2014A, 2014B and 2016A revenue bonds issued by the California Statewide Communities Development Authority on behalf of Loma Linda University Medical Center (LLUMC). Fitch has also assigned LLUMC an Issuer Default Rating (IDR) of 'BB+'. The Rating Outlook is Stable. SECURITY The bonds are secured by a gross revenue pledge and mortgage pledge of the obligated group (OG). There is also a debt service reserve fund. The OG includes LLUMC, LLU Children's Hospital, LLUMC - Murrieta, and Loma Linda University Behavioral Medicine Center. The OG accounted for almost all of the consolidated system assets and revenues. Fitch's analysis is based on the consolidated entity, Loma Linda University Medical Center and Affiliates (LLUMC). ANALYTICAL CONCLUSION LLUMC's 'BB+' rating primarily reflects the highly leveraged balance sheet and low liquidity that is expected to limit financial flexibility for the system over a number of years. In the longer term, Fitch anticipates that LLUMC's role as an academic medical center and essential provider of trauma and children's services will enable it to improve profitability (partly through provider fee benefits) and bolster its market position after completion of its new hospital towers. KEY RATING DRIVERS Revenue Defensibility: 'bb'; High Acuity Academic Provider in Challenging Market LLUMC's position as an academic medical center and a major provider of tertiary and quaternary services in a challenging market is reflected in its payor mix. LLUMC is a major recipient of the state provider fee, California's Hospital Quality Assurance Fee (HQAF) program, which offsets some of the operating losses from serving a large underserved population. Operating Risk: 'a'; Solid Operating Performance LLUMC's strong operating risk assessment is based on Fitch's expectations of high and improved profitability margins (including provider fee benefits) although the system is still engaged in a major campus transformation project. Financial Profile: 'bb'; Weaker Financial Profile Supports Below Investment Grade Rating LLUMC's balance sheet is characterized by low liquidity and high leverage, primarily due to the large debt issuances to finance the campus transformation project. Fitch anticipates that debt metrics will remain high through the cycle, supporting the affirmation at the below investment grade level. Asymmetric Additional Risk Considerations No asymmetric additional risk considerations were applied in this rating determination. RATING SENSITIVITIES Stability at the Current Rating: It is Fitch's expectation that Loma Linda University Medical Center's rating will remain at the 'BB' category for a number of years given its highly leveraged balance sheet. LLUMC would need to significantly improve liquidity and yield much higher profitability to improve its debt metrics to be more in line with expectations for an investment grade credit. Failure to sustain high operating EBITDA margins over the next couple of years would be seen as unfavorable at the current rating. Project Delays or Overruns: Fitch does not believe that LLUMC has additional debt capacity to borrow for any further unanticipated construction project costs. Therefore, any further delays or higher than anticipated project expenses may affect profitability and hamper LLUMC's ability to grow unrestricted cash, resulting in rating pressure. LONDON AUTOMOTIVE: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: London Automotive CarCare Center, Inc. 2025 W Florence Avenue Los Angeles, CA 90047 Business Description: London Automotive CarCare Center, Inc. is an automotive repair and maintenance shop in Los Angeles, California. Chapter 11 Petition Date: April 6, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-13875 Judge: Hon. Sandra R. Klein Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Ste 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 E-mail: kmurphy@goeforlaw.com rgoe@goeforlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Herbert C. Nelson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/cacb18-13875.pdf LOTUS INDUSTRIES: DDDA Seeks Conversion, Ch. 11 Trustee Appointment ------------------------------------------------------------------- The City of Detroit Downtown Development Authority (the "DDDA") asks the U.S. Bankruptcy Court for the Eastern District of Michigan to convert Lotus Industries, LLC's case to one under Chapter 7, or, alternatively, the appointment of an independent chapter 11 trustee. The Debtor seeks appointment of an independent chapter 11 trustee who has no connections to the Debtor or its affiliates or other insiders, in order to manage the Lotus Industries estate, to take control of its assets and operations, and to control all decisions on behalf of the Debtor. The DDDA and the Debtor have been engaged in extensive litigation in three different fora regarding the Premises since November, 2016: (1) the Federal District Court for the Eastern District of Michigan; (2) the Wayne County Circuit Court; and (3) the 36th District Court -- Landlord/Tenant Division. Because these cases are not progressing to the Debtor's liking, and because the Debtor, its counsel, and its insiders have been sanctioned in these fora on numerous occasions, the Debtor now seeks refuge in the fourth and final venue available to a party wishing to litigate in the City of Detroit -- the Bankruptcy Court. The DDDA relates that on August 19, 2013, it entered into a lease agreement with the Debtor for the real property commonly known as 1407 Randolph Street, Suite 100, Detroit, Michigan, 48226. The purpose of the Lease was to have the Debtor operate a restaurant on the Premises as part of the DDDA's plan to redevelop the area to provide family friendly cultural and entertainment activities. The Lease specifically required the Debtor to use the Premises as a restaurant and specified that liquor sales cannot exceed 40% of gross sales. The Debtor subsequently breached the Lease by, inter alia, failing to pay rent, operating a raucous nightclub, which violated numerous noise and nuisance ordinances, instead of restaurant, failing to have its business comply with numerous state, federal, and local laws, failing to file any federal, state, local or sales taxes since its opening, and failing to permit the DDDA to complete a full audit of its books and records. On January 20, 2017, the DDDA terminated its Lease with the Debtor after issuing no less than nineteen 7-day default notices from April 2016 and being owed rent dating back to March 2016. Despite the termination of the Lease, the Debtor continues to run a bar and nightclub as opposed to a restaurant, refuses to vacate the Premises The DDDA claims there is no ability for the Debtor to reorganize as it does not possess a valid lease because the Lease was terminated more than a year ago. The Debtor cannot cure an executor contract in which it does not possess an interest and cannot operate its restaurant without a location from which to do so. Moreover, the Debtor admits that it has no ability to reorganize in the very first docket entry of this case. In its Petition, the Debtor affirmatively represents to the Court under the penalty of perjury that after the payment of administrative claims, no funds will be available for distribution to unsecured creditors. The DDDA asserts that the Debtor's financials, as filed with the Court, also evidence a complete lack of credibility of the Debtor's principals and an inability to proceed with this bankruptcy case. Specifically, the Debtor has not provided: (a) 2017 cash flow statement; (b) 2017 statement of operations; (c) 2016 balance sheet; (d) 2016 statement of operations; or (e) any federal, state, and local tax returns. More problematic is that the financial statements that have been filed are fraudulent and erroneous. The DDDA contends that Christopher Williams, who is purported to be the Debtor's manager and is an insider and co-debtor, signed the financials filed with the Court. He also is said to be "in the process" of preparing "reports and taxes." However, no such documents are available, despite it being over a month since the Debtor filed its petition. Additionally, the Debtor has habitually issued bad checks. Likewise, the DDDA contends that there is no evidence of financial management of the Debtor. Rather, the incontrovertible evidence demonstrates that the Debtor suffers from gross mismanagement with its insiders operating the Debtor to the detriment to the entire community and creditors. The DDDA contends that the Debtor has not sought the authority of the Court to employ an attorney to represent it in this case and the corresponding adversary proceeding, and has failed to file any of the typical "first day motions" which would be expected in a Chapter 11 case. Furthermore, to the extent the Debtor seeks in the future to employ Andrew Paterson, Jr. or the Paterson Law Offices, P.C., such application must be denied as neither are disinterested under Section 327. Correspondingly, without counsel to represent it, the Debtor cannot proceed and has no ability to reorganize. The DDDA also contends that the Debtor has failed to satisfy the requirements of the Office of the U.S. Trustee in that it has not provided (a) proof from its banks and financial institutions that all prepetition accounts have been closed; (b) proof that it has established new payroll, tax escrow and general debtor-in-possession accounts with appropriate "Debtor-in-Possession" designations on each account; (c) copies of insurance binders or declaration sheets indicating that all real and personal property of the Debtor is adequately insured, again with the appropriate "Debtor-in-Possession" designation; and (d) an inventory of all physical assets and personal property of the Debtor. The DDDA asserts that the Debtor is being run solely for the benefit of its insiders to the detriment of creditors, parties in interest, and the community as a whole. While the Debtor violates laws and ordinances of the community and is sanctioned for its litigation machinations, it fails to account for its largely cash based business. The many examples above, cement the fact that Gwendolyn Williams and the Debtor's insiders cannot be allowed to maintain control of the Debtor. To the extent that Ms. Williams is the Responsible Person for the Debtor, she cannot be trusted to discharge her fiduciary responsibilities. Apparently, the Debtor cannot be trusted and has not proceeded with honest intentions. It is obvious that cause is present to appoint an independent fiduciary for the benefit of all creditors, either by way of conversion to Chapter 7 or by the appointment of a Chapter 11 Trustee. Because the Debtor has shown it has no ability to reorganize and because its insiders cannot be trusted, the DDDA asserts that an independent Chapter 7 Trustee is necessary to investigate the Debtor’s cloudy financial affairs and liquidate assets of the bankruptcy estate for the benefit of all creditors. The appointment of a trustee will also result in a fair, unbiased and open evaluation of the prospects of reorganization or operation of the Debtor and alternatives that will maximize value for the estate and, accordingly, will also serve the best interests of all parties. About Lotus Industries LLC Lotus Industries LLC sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 18-40621) on Jan. 18, 2018, estimating less than $500,000 in both assets and liabilities. The petition was signed by Gwendolyn L. Williams, owner. Andrew A. Paterson, Jr., Esq., at the Paterson Law Office, serves as counsel to the Debtor. MARIMED INC: Reports $1.03 Million Net Loss for 2017 ---------------------------------------------------- MariMed Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.03 million on $6.06 million of revenues for the year ended Dec. 31, 2017, compared to net income of $321,165 on $3.56 million of revenues for the year ended Dec. 31, 2016. MariMed said that the loss in the current period is due to the previously explained large non-cash expenses which had no impact on the Company's operating income or cash flow. Without these non-cash items, net income would have been approximately $694,000 for the year ended Dec. 31, 2017. As of Dec. 31, 2017, MariMed had $32.20 million in total assets, $21.19 million in total liabilities and $11 million in total stockholders' equity. Revenues for 2017 increased over 70% compared to the same period a year ago primarily due to the expanding operations of the Company's medical cannabis clients from whom the Company earns subleasing, consulting, and production fees. For the year ended Dec. 31, 2017, these clients' revenues increased nearly 80% to approximately $12.2 million from $6.8 million for the same period in 2016. Cost of revenues, including depreciation increased 58% from approximately $1.6 million for the year ended Dec. 31, 2016 to approximately $2.6 million for the year ended Dec. 31, 2017. The increase is in line with the increase in revenues, while also showing continued leveraging of the Company's infrastructure to generate high margins. Gross profit increased by approximately $1.6 million year-over-year, and increased slightly as a percentage of revenue from 55% for the year ended Dec. 31, 2016 to 58% for the year ended Dec. 31, 2017. Personnel expenses increased to approximately $737,000 for the year ended Dec. 31, 2017 from $227,000 for the same period a year ago. This increase was the result of the Company's investment in staffing and related resources to support the higher level of revenues. Marketing and promotion costs decreased from approximately $293,000 for the year ended Dec. 31, 2016 to $130,000 for the year ended Dec. 31, 2017. This decrease is due to the lower need to use third-parties to promote the Company within the cannabis industry. General and administrative costs increased to approximately $1,439,000 for the year ended Dec. 31, 2017 from approximately $651,000 for the same period a year ago. This increase is commensurate the Company's need to invest in an effective support structure to enable the growth of revenues and the overall business. 2018 Plans During 2018, Marimed expects the investments the Company has made in Maryland and Massachusetts to begin to generate significant revenue. The Company will continue to look to win additional licenses in states with new or expanded cannabis programs such as Pennsylvania, Ohio, Michigan, Virginia, and Florida. The Compay also expects to launch its licensed branded product lines into many additional states across the country. The Company will be open to forge strategic alliances and relationships, explore acquisition opportunities, develop additional products, and continue to extend its focus in the cannabis market through the growth of the Company's existing sales channels and through a variety of additional sales relationships which are currently being explored. The Company gives no assurances that any of these plans will come to fruition or that if implemented will necessarily yield positive results. "Going Concern" Substantial Doubt Removal The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2016 contained a going concern explanatory paragraph. L&L CPAS, PA, the Company's auditors, stated that the Company has suffered recurring operating losses, has an accumulated stockholders' deficit, has negative working capital, has had minimal revenues from operations, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. L&L CPAS's audit report on the consolidated financial statements for the year ended Dec. 31, 2017, no longer includes such "going concern" substantial doubt. A full-text copy of the Form 10-K is available for free at: https://is.gd/CXfsd5 About MariMed Based in Brookline, Mass., MariMed Inc., formerly known as Worlds Online Inc., is a professional management company in the emerging medical cannabis industry. The Company advises its clients in securing cannabis licenses, and in turn, develops and manages state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of legal cannabis and cannabis-infused products. Along with this operational oversight, the Company provides its clients with legal, accounting, human resources, and other corporate and administrative services. The Company's stock is quoted on the OTCQB market under the ticker symbol MRMD. * * * This concludes the Troubled Company Reporter's coverage of MariMed Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. MATRIX BROADCASTING: April 9 Meeting Set to Form Creditors' Panel ----------------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on April 9, 2018, at 10:00 a.m. in the bankruptcy case of Matrix Broadcasting, LLC, et al. The meeting will be held at: United States Trustee Meeting Room Earle Cabell Federal Building 1100 Commerce Street, Room 524 Dallas, Texas 75242 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Matrix Broadcasting, LLC owns and operates two radio stations, WZSR (105.5 FM, "The Star") and WFXF (103.9 FM, "The Fox"). The Stations are operated from Matrix's studios in Crystal Lake, Illinois. Matrix Broadcasting Holdings, LLC, which previously served as the sole member of Matrix, has no operations or assets but is a guarantor of Matrix's senior secured obligations. The Company was formed out of the 2014 acquisition by Digity Companies, LLC of 33 radio stations from NextMedia Group Inc., which itself successfully emerged from Chapter 11 in 2010. Matrix Broadcasting, LLC and Matrix Broadcasting Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Tx. Case No. 18-31045 and 18-31046) on March 27, 2018. In its petition signed by Peter Handy, CEO, Matrix LLC disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Matrix Holdings, LLC disclosed $0 to $50 million in assets and 1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors hired Michael P. Cooley, Esq., Keith M. Aurzada, Esq., and Lindsey L. Robin, Esq. of BRYAN CAVE LLP. as bankruptcy counsel. MSAMN CORP: Consents to Appointment of Chapter 11 Trustee --------------------------------------------------------- The United States Trustee and MSAMN Corp. ask the U.S. Bankruptcy Court for the Western District of Pennsylvania for the appointment of chapter 11 trustee in this case and cancel the hearing scheduled for April 3, 2018, as well as the Court's Order for the Debtor to file a chapter 11 plan and disclosure statement within one week. On January 30, 2018, a Status Conference was held wherein questions were raised about the ownership of real property of the Debtor and questions about post-petition expenses paid by the Debtor's principal. The Court scheduled an evidentiary hearing for February 26, 2018. The Court held an evidentiary hearing on February 26, 2018 and continued the matter to April 3, 2018 where the Court would consider converting the case to Chapter 7 or appointment of a chapter 11 trustee. The Debtor was also directed to file a chapter 11 plan and disclosure statement within one week. In consideration of what is in the best interest of the creditors, the Debtor has consented to the appointment of a chapter 11 trustee without further hearing. About MSAMN Corp. MSAMN Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23126) on Aug. 3, 2017. In the petition signed by Prasad Margabandhu, president, the Debtor estimated assets and liabilities of less than $500,000. Judge Carlota M. Bohm presides over the case. Jeffrey T. Morris, Esq. at Elliott & Davis, PC represents the Debtor. The Court, by order dated March 9, 2018, approved the appointment of James R. Walsh, Esq., as Chapter 11 Trustee. MUSCLEPHARM CORP: Incurs $11 Million Net Loss in 2017 ----------------------------------------------------- MusclePharm Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $10.97 million on $102.2 million of net revenue for the year ended Dec. 31, 2017, compared to a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, MusclePharm had $33.82 million in total assets, $46.36 million in total liabilities and a total stockholders' deficit of $12.53 million. Management believes the substantially completed restructuring plan, the continued reduction in ongoing operating costs and expense controls, and the aforementioned growth strategy, will enable the Company to ultimately achieve profitability. "We have reduced our operating expenses sufficiently and believe that our ongoing sources of revenue will be sufficient to cover these expenses for the foreseeable future," the Company stated in the SEC filing. As of December 31, 2017, the Company had approximately $6.2 million in cash and $2.0 million in working capital. The Company said its ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. According to MusclePharm, Ryan Drexler, its chairman of the Board, chief executive officer and president, has verbally stated his intent and ability to put more capital into the business if necessary. However, Mr. Drexler is under no obligation to the Company to do so, and the Company can give no assurances that Mr. Drexler will be willing or able to do so at a future date and/or that the Company will not demand payment of his refinanced convertible note on Dec. 31, 2019. The Company believes that its capital resources as of Dec. 31, 2017, available borrowing capacity and current operating plans will be sufficient to fund the planned operations for at least twelve months from April 2, 2018, the Annual Report filing date. A full-text copy of the Form 10-K is available for free at: https://is.gd/QKcDxY About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops, manufactures, markets and distributes branded nutritional supplements. Its portfolio of recognized brands includes MusclePharm Sport Series, Essential Series and FitMiss, as well as Natural Series, which was launched in 2017. These products are available in more than 100 countries worldwide. MusclePharm is an innovator in the sports nutrition industry with clinically proven supplements that are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, physicians and universities. MWI HOLDINGS: S&P Alters Outlook to Stable & Affirms 'B' CCR ------------------------------------------------------------ S&P Global Ratings revised its outlook on U.S.-based MWI Holdings Inc. to negative from stable and affirmed all of its ratings on the company, including its 'B' corporate credit rating. S&P said, "At the same time, we assigned our 'B' issue-level and '3' recovery ratings to the company's proposed incremental $75 million first-lien credit facility due in 2024. The '3' recovery rating reflects our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a payment default scenario." S&P said, "We also affirmed our 'B' issue-level and '3' recovery ratings on Helix's existing first-lien credit facilities, including the $70 million revolver and $385 million first-lien term loan. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. "Additionally, we affirmed our 'CCC+' issue-level and '6' recovery ratings on the company's $120 million second-lien term loan. The '6' recovery rating reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in a payment default scenario. "We affirmed our 'B' corporate credit rating on MWI in conjunction with its proposed acquisition. Despite the additional leverage to fund the transaction (we estimate MWI's adjusted debt to EBITDA will rise to over 8x as of June 30, 2018, from 6.1x as of June 30, 2017), we believe that the increased demand for its products as a result of improved economic conditions and rising pricing power will allow it to reduce leverage somewhat over the next year. As well, we expect the acquisition will be additive, as it expands MWI's fast-growing and highly profitable medical devices segment. "The negative outlook on MWI reflects the 1-in-3 chance that we will lower our ratings on the company over the next year if it cannot reduce leverage to appropriate levels for the current rating. At the outset of the upcoming acquisition, MWI's adjusted debt to EBITDA ratio will increase to over 8x. Under our base-case scenario, we expect MWI to reduce its leverage to below 7x in the next year and approach 6.5x thereafter. We also expect MWI's liquidity to remain adequate and for financial covenant compliance to be maintained with ample headroom. "We could lower our ratings on MWI if economic weakness, lower demand for its products, or operational difficulties reduce its pricing and volumes, compromising the company's ability to reduce debt leverage at the pace we expect. Its adjusted debt to EBITDA would likely remain above 6.5x in this scenario, with limited prospects for improvement. We could also lower the ratings if the company continues to pursue debt-financed acquisitions or engages in debt-funded shareholder rewards and consequently cannot reduce leverage. A downgrade would also be considered if cash balances and revolver availability decline significantly, constraining the company's liquidity. "We could revise the outlook on MWI to stable if the company reduces its adjusted debt to EBITDA ratio to 6.5x on a sustained basis. An upgrade is unlikely, though if MWI strengthens its adjusted debt to EBITDA ratio to below 5x and if management and the financial sponsor commit to more conservative financial policies, then we could consider it." NEXUS BRANDS: Golub Values $2,000 Loan at 50% of Face ----------------------------------------------------- Golub Capital BDC, Inc., has marked its $2,000 in loans extended to Nexus Brands Group, Inc. to market at $1,000 or 50% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Golub provided Nexus Brands a one stop loan loan, $2,000 par value, which is scheduled to mature November 1, 2023. The loan charges 7.53% (L+6.00%) interest. Golub also provided to Nexus Brands a one stop loan, $5,779,000 par value, which is also scheduled to mature November 1, 2023. This loan charges 7.57% (L+6.00%) interest. This loan is marked to market at $5,721,000 or 99% of the outstanding amount. Anaheim, California-based Nexus Brands Group -- http://www.nexusbrands.com/-- through its subsidiaries, designs, manufactures, and distributes furniture, equipment, and supplies to professional customers serving the tattoo, pet grooming, and spa/salon markets. NINE WEST: Case Summary & 50 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: Nine West Holdings, Inc. fka Jones Apparel Group USA, Inc. fka Jones Apparel Group Holdings, Inc. fka JAG Footwear, Accessories and Retail Corp fka Jones Investment Co. Inc. 1411 Broadway New York, NY 10018 Type of Business: Nine West Holdings, et al., are footwear and apparel wholesaler using, among others, the Nine West, Anne Klein, and Gloria Vanderbilt trademarks with well know retail customers including Macy's, Belk, Lord & Taylor, JCPenney, TJ Maxx, Ross Stores, Steinmart, Kohl's, Walmart / Sam's Club, and Costco. The Debtors operate five business units, four of which design, contract, manufacture, and distribute women's footwear and handbags, women's and men's jeanswear, women's suit separates, dresses, and sportswear, and fashion jewelry, and one that has a growing licensing and brand management business. The Debtors' five major business units currently employ approximately 1,500 people across the United States and generated approximately $1.6 billion in net revenue in fiscal year 2017. The Debtors were founded in 1970 and are headquartered in New York. Visit http://www.ninewest.comfor more information. Chapter 11 Petition Date: April 6, 2018 Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Nine West Holdings, Inc. (Lead Case) 18-10947 Jasper Parent LLC 18-10948 Kasper Group LLC 18-10949 Kasper U.S. Blocker LLC 18-10950 Nine West Apparel Holdings LLC 18-10951 Nine West Development LLC 18-10953 Nine West Distribution LLC 18-10954 Nine West Jeanswear Holding LLC 18-10956 Nine West Management Service LLC 18-10957 One Jeanswear Group Inc. 18-10958 US KIC Top Hat LLC 18-10959 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Shelley C. Chapman Debtors' Counsel: James A. Stempel, Esq. James H.M. Sprayregen, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: james.stempel@kirkland.com james.sprayregen@kirkland.com - and - Joseph M. Graham, Esq. Angela M. Snell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: joe.graham@kirkland.com angela.snell@kirkland.com Debtors' Investment Banker and Financial Advisor: LAZARD FRERES & CO., LLC Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC 540 West Madison, 18th Floor Chicago, IL 60661 Debtors' Notice, Claims, Balloting Agent and Administrative Advisor: PRIME CLERK LLC Web site: https://is.gd/kvbZdF Independent Directors' Counsel: MUNGER, TOLLES & OLSON LLP Independent Directors' Financial Advisor: BERKELEY RESEARCH GROUP Estimated Assets: $500 million to $1 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by Ralph Schipani, interim chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-10947.pdf List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 8.25% Unsecured $446,332,901 Attn: George Hogan, Notes Due 2019 Vice President c/o U.S. Bank Global Corporate Trust Services 225 Asylum Street, 23rd Floor Hartford, CT 06103 United States Tel: 404-898-8832 Fax: 404-898-2467 Email: George.Hogan@usbank.com Morgan Stanley Senior Funding, Inc. Unsecured $305,099,461 Attn: Gianpiero Di Vanna Director Term Loan 1585 Broadway New York, NY 10036 United States U.S. Bank National Association 6.125% Unsecured $255,997,396 Attn: George Hogan, Notes Due 2034 Vice President C/O U.S. Bank Global Corporate Trust Services 225 Asylum Street, 23rd Floor Hartford, CT 06103 United States Tel: 404-898-8832 Fax: 404-898-2467 Email: George.Hogan@usbank.com U.S. Bank National Association 6.875% Unsecured $29,580,485 Attn: George Hogan Notes Due 2019 Vice President c/o U.S. Bank Global Corporate Trust Services 225 Asylum Street, 23rd Floor Hartford, CT 06103 United States Tel: 404-898-8832 Fax: 404-898-2467 Email: George.Hogan@usbank.com Surefield Limited Trade $17,582,649 Attn: Edward Neiger Esq. c/o ASK LLP 151 West 46th Street, 4th Floor New York, NY 10036 United States Tel: 212-267-7342 Fax: 212-918-3427 Email: eneiger@askllp.com Stella International Trade $12,477,822 Holdings Limited Attn: Don Lee Chief Financial Officer Avenida De Marciano Baptista No 26- Centro Comercial Ching Fok B10 Macau Tel: 852-29963688 Fax: 852-29561383 Email: don.lee@stella.com.hk Pavilion Investment Ltd Trade $6,087,618 Attn: Michael Harari Chief Financial Officer 302 Fifth Ave., 14th Floor New York, N.Y. 10001 Tel: 85223349488 Fax: 85223634097 Email: michaelh@h-rplanning.com Wide Rise Limited Trade $5,589,882 Attn: Thomas Huang, Owner Lishui Town Nanhai District Foshan 34-36 Au Pui Wan Street Shatim The Second The South Of Road Chisha Flat/Rm 11 Blk A 9/F Veristrong Guangdong, Foshan 528244 China Tel: 0757-85629952 Email: thomashuang@trendsettertsi.com Hongkong Hing Wing Development Limited Trade $5,271,482 Attn: Ada Chen Shm2146 Rm1007 10/F, Ho King Ctr No 2-16, Fa Yuen St, Mongkok,Kl Hong Kong, Hong Kong Email: Ada_Chen@trimaxapparel.com Classic Fashion Apparel Industry Ltd Trade $5,040,066 Attn: K. S. Sanal Kumar Chairman & Managing Director Plot 2 Al Hassan Ind Estate Al Ramtha Irbid, 21467 Jordan Tel: 962 775 757 057 Fax: 962-2-7391368 Email: sanal.kumar@cfaiteam.com Geodis USA Inc. Trade $3,882,594 Attn: Robert Chin Quee Senior Vice President 440 Mcclellan Highway Suite 105L Boston, MA 02128 United States Tel: 516-616-2963 Email: robert.chinquee@geodis.com United Sourcenet Pte Ltd Trade $3,458,670 Attn: Ms. Monica Yoo 1 Maritime Square #09-19 Harbourfront Centre Singapore, 99253 Singapore Tel: 65-6633-5051 Fax: 65-6258-4016 Email: int@utdsn.com Standard Jeans Apparel Trade $3,137,549 Manufacturing Company Attn: Sanal Kumar Chairman & Managing Director Soof St Sector #26-Plot #214 Po Al Hassan Industrial Estate-Al-Ramt 21467 Jordan Tel: +962 (77) 575-7057 Fax: 962-27-391368 Email: sanal.kumar@cfaiteam.com Hi Tech Textile LLC Trade $2,807,566 Attn: Ali Imran, Director Plot #674 Ad-Dulayl Q.I.Z. Park P.O. Box 1495 Ad Dulayl, Jordan Tel: 962-5-382-5320 / 5530 Fax: 962-5-382-5600 Email: ali@hitech-textile.com KVS Apparels LLC Trade $2,362,423 Attn: Prakash Managing Director 2039 N Las Palmas Ave #326 Los Angeles, CA 90068 United States Tel: +62-81-1873-561 Email: prakash@kvsindustries.com Jiangsu Guotai Litian Trade $2,319,262 Enterprises Co Ltd Attn: Shen Wei Bin Managing Director Renmin Road 15-23F International Trade Center Zhangjiagang, 215600 China Tel: +86 (139) 0156-2018 Fax: 86-512-58696012 Email: swb@gtigtex.com Wah Lai Footwear Company Limited Trade $2,318,598 Attn: Ophelia Lam Business Manager Baiyun Industry Zone, Baiyunyi Road, Danshui Town, Huiyang District Huizhou, Guangdong 516211 China Tel: 13502258328 Email: ophelialam@wahlaishoes.com Jiangsu GuoTai International Group Trade $2,283,674 GuoHua Corp., Ltd. Attn: Zhang Bin Chief Executive Officer 26F Tower A Guotai Finance Plaza Gangcheng Road Zhangjiagang, 215600 China Tel: 86-13706229669 Fax: 86-512-58988723 Email: zhangbin@gtgh.com.cn Gan Zhou Hua Jian International Trade $2,259,258 Foo Co Ltd Attn: Terry Ou Yang Assistant Manager Gannan Industrial Area, Huangjin Developing District, Ganzhou, Jiangxi Gan Zhou, 0797 341000 China Tel: 18566156317 Fax: 86-797-8376555 Email: ouyangzhi@huajian.com Fortune Global Sourcing Ltd Trade $2,130,640 Attn: Thomas Paccione Chief Financial Officer Unit 1618, 16th Floor Miramar Tower 132 Nathan Road Tsim Sha Tsui, KLN Hong Kong Tel: 212-431-8400 Email: tpaccione@fortunefootwear.com Fusion Accessories Group Limited Trade $2,129,207 Attn: Sam Sum, President 250 West 39th Street # 802 New York, NY 10018 United States Tel: 852-2786-2688 212-391-2560 Fax: 852-2785-2691 212-391-2564 Email: sam.sum@fusionsories.com PT Sai Apparel Industries Trade $2,045,441 Attn: Vikash K. Dugar Director J1 Brigjend Sudiarto Km11 Jawa Tengah Semarang, 50194 Indonesia Tel: +62-88-1196-3465 Fax: (021) 65311344 Email: vikash@ptsai.com D & A Apparel Trading (Pvt) Ltd Trade $1,958,321 Attn: Ranjith Fernando, Director 362, Colombo, Peopiliyana Boralesgamuwa, 10290 Sri Lanka Tel: +94-77-769-9880 Fax: 94-11-5550367 Email: ranjith@daya-group.com Sichuan New Rise Imp & Exp Co., Ltdk Trade $1,760,491 Attn: Mr. Berry Commercial manager No. 252 Feiyun Road, Chongzhou Economic Development Area, Chengdu,Sichuan, China Cehngdu, Sichuan 611230 China Tel: 028-82155939 Fax: 86 028 86645742 Email: berry@yaqili.net Top Silver Enterprises Ltd Trade $1,758,472 Attn: Jack Tang, Owner No.8, Tinghe Road, Tingshan Village, Houjie Town, Dongguan City, Guangdong Province Dongguan, Guangdong 523943 China Tel: 0769-38937916 Email: topsilver_2008@188.com arthuryan@topsilver.cn.com JS International Macao Commercial Trade $1,746,280 Offshore Limited Attn: Phil Lee Chief Operating Officer 16/Fl Flat A Praia Grande (Nam Van) Commercial Centreno 429 Praia Grande Rd Macau, 853 Macau Tel: 853-2832-3590 Fax: 853-2832-3457 Email: phil.lee@uimax.com Dhruv Globals Ltd Trade $1,729,573 Attn: Shri Ram Goyal, Director 14 Milestone Delhi-Mathura Road Faridabad, 121006 India Tel: 91-0129-2256503 Fax: 91-0129-2275740 Email: sivadasan@dhruvglobals.com Lin Rui Trading Limited Trade $1,689,757 Attn: William Xie, Owner c/o Foshan Nanhai Shine-way Leather Products CO., LTD NO.1 Changtun Road Nanyu, denggang Administration, Lishui Town, Nanhai District, Foshan City, Guang Dong Province, China Tel: 18927757508 Fax: 0757-85608806 Email: william_xie@shinewayshoes.com Namyang International Co Ltd Trade $1,677,862 Attn: Jinsoo Hong Chief Executive Officer 511 Young-Dong Road Room 2402 Korea World Trade Center Kangnam-Gu Seoul, 135-729 Korea Tel: 82-2-2191-3499 Fax: 82-2-551-6735 Email: hm.lee@NAMYANG-INTL.COM FTN Co Ltd Trade $1,629,655 Attn: Lee In-Kwon Chief Executive Officer 12 Fl 41 Digital Ro 31 Gil Guro-Gu, Seoul, Korea Tel: 82-2-550-2800 82-2-550-2818 Fax: 82-2-550-2841 Email: ohet@forthenew.com S.A.M. Apparels Private Limited Trade $1,617,518 Attn: Mukesh Sharma, Director A1 Sector 64 Noida, 201307 India Tel: 91-120-2406113 Fax: 91-120-4740750 Email: maneesh@samoverseas.com Tristate Trading Limited Mco Trade $1,596,928 Attn: Margaret Chien Vice President 5/F., 66-72 Lei Muk Road Kwai Chung, Hong Kong Tel: 886-952197672 Fax: 853-719-160 Email: margaret_chien@tristateww.com Africa Apparels Epz Ltd Trade $1,463,912 Attn: P. S. Balasubramaniam Director Runyenjes Road Off Nanyuki Road Industrial Area Nairobi, 00100 Kenya Tel: +254 736 790529 Fax: 254-20-556-155 Email: balu@aaepz.com Lakewill Silk & Garment Limited Trade $1,409,573 Attn: Lena Li, Manager Unit 05-07,35/F Clifford Centre 778-784 Cheung Sha Wan Road Lai Chi Kok, Hong Kong Tel: 86-18913185050 Email: lena@lakewill.com St. Wonderful International Group Ltd Trade $1,350,321 Attn: Charlie Zhang 161-7 Des Voeux Rd Central Hk Trade Centre 7th Floor Kowloon, Hong Kong Tel: 86-13-920-285-886 Fax: 8622-28683389 Email: charlie@greatwall-g.com Ivory Garments Factory LLC Trade $1,346,379 Attn: Rajesh Sachdeva Chief Executive Officer Building No. O, Plot No. 1326 Al Tajamouat Industrial Zone Sahab, Amman 11636 Jordan Tel: +962-79-752-270 Fax: 962-6-402-4805 Email: rajesh@ivory.com.jo Namlee International Co Ltd Trade $1,335,683 Attn: Nguyen Dieu Thuy Lien Western Subdivision, Phu Thai Industrial Park Phu Thai Town, Kim Thanh Dist Hai Duong, 34000 Vietnam Tel: 646 236 5307 Fax: 843203560972 Email: aliena.namlee@gmail.com Yan Man International Co Ltd Trade $1,318,340 Attn: Debbiee Huang Roadtown Trustnet Chambers Po Box 3444 Tortola, 10688 US Virgin Islands Tel: 886-2-27735811 Fax: 886-2-27723911 Email: debbie@dermagarments.com.tw Serena Holding Co Ltd Trade $1,311,376 Attn: Tina Lv General Manager 89 Longhe E.Road Shui kou town Huizhou, Guangdong 516055 China Tel: 0752-5757888 Fax: 86-752-5757999 Email: Tina@serena.com.cn Prestige Apparel Mfg Ltd Co Trade $1,305,344 Attn: Imran Haroon Managing Director Street 16 Block R Al Tajamouat Industrial City Saha Amman, 11636 Jordan Tel: +962 (79) 673-5869 Fax: 962-06-4024573 Email: imranharoon@prestigeapparelmfg.com Taizhou Tianli Garments Co Ltd Trade $1,303,534 Attn: Xiaoping "Joe" Zhou Managing Director 34 North Dongfeng Road Taizhou, 225300 China Tel: +86-139-0143-3383 Email: joe@tianlifx.com Jiangsu Guotai Int'L Group Guom Trade $1,268,635 Attn: Jane Chen Vice President 23/F Guotai Times Plaza Bldg A No 65 Renmin Rd Zhangjiagang, 215600 China Tel: 86-13962470158 Email: jane@gtiggm.com Ark Asia Pacific Ltd Trade $1,266,160 Attn: Syed Asad Ali Director 6th Floor Unit 629 A Metro Centre I 21 Lam Hing Street Kowloon Bay, Hong Kong Tel: +880 (171) 156-7098 Fax: 81-798635520 Email: asad@sterlingbd.com New York Life Insurance Company Lease $1,257,593 Attn: Daniel Davitt Obligation Vice President 51 Madison Avenue New York, NY 10010 United States Tel: (212) 576-7000 Maxking Holdings Limited Trade $1,238,946 Attn: Mandy Lam Director Unit A 15/F Resaon Group Tower 403-413 Castle Peak Rd Kwai Chung, Hong Kong Tel: +852-9727-6666 Fax: 2741 2212 Email: Mandy@lepaco.com Shandong Daiyin Import And Export Co., Trade $1,218,831 Ltd Attn: Frank Lee, Director East Part Of Dongyue St Shandong Tai An, 271000 China Tel: +86-139-5488-9639 Fax: 86-538-6118798 Email: frank@daiyin.com Macro Fortune Group Limited Trade $1,203,193 Attn: Monica Xia Financial Manager Industrial Street No.9,BaiHao 1st Industrial zone,HouJie Town 29#,Fuxin Business zone,Xinwu qiaotou,Houjie town Dongguan, Guangdong 523000 China Tel: 0769-89989510/85960001 Fax: 0769-85923339/85925558 Email: Monica@hongyunshoes.com Hong Kong Laiyu Trading Co Ltd Trade $1,199,248 Attn: Huang Zhihua, Owner 1-17 building A-15 Block, Haibin Two Road, Huangbu Town, Huidong County Huizhou City Guangdong Province,China 8/F(8A) 8A,8/F,Richmond Commercial Building,109 Argyle Street, Mong Kok,Kowloon, Hong Kong Huizhou, Guangdong 516353 China Tel: 13927361687 Fax: 0752-8651616 Email: Hexingda_Order@163.com Rajby Industries Trade $1,124,831 Attn: Rizwan Yasin Plot C-118,C119 Sector 31 Ext Mehran Twon K.I.A. Sindh Karachi, 74900 Pakistan Tel: 92-021-1111491491 Fax: 92-021-5060142 Email: Export@Rajby.Com Pension Benefit Guaranty Corporation Pension Unliquidated Attn: Patricia Kelly Chief Financial Officier 1200 K Street NW Washington, DC 20005-4026 United States Tel: 202-326-4110 Fax: 202-326-4114 NINE WEST: Selling Nine West & Bandolino Businesses to ABG ---------------------------------------------------------- Nine West Holdings, Inc., a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt, on April 6, 2018, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. This action was taken to facilitate the sale of its Nine West and Bandolino footwear and handbag business, and to right-size its capital structure around its profitable and growing businesses, including One Jeanswear Group, The Jewelry Group, the Kasper Group, and Anne Klein. After a competitive marketing process, the Debtors agreed to a letter of intent with Authentic Brands Group LLC ("ABG") on Jan. 17, 2018, which provided ABG with the exclusive right to negotiate for the purchase of the Nine West, Bandolino, and associated brands and certain of the working capital assets related thereto. These negotiations resulted in an asset purchase agreement -- Stalking Horse APA -- dated as of April 5, 2018, by and among Debtors NWHI and Nine West Development LLC and certain entities affiliated with ABG. The Stalking Horse APA provides the Stalking Horse Bidder's commitment to an aggregate purchase price of approximately $200 million for the intellectual property associated with the Nine West, Bandolino, and associated brands and related to certain working capital assets, subject to adjustments. The Stalking Horse APA sets a floor for the sale of the purchased assets set forth therein, ensures that the valuable Nine West brand will continue to be available to consumers, and enables the Debtors to exit the footwear and handbag businesses, which have been a significant drain on their operating performance. Contemporaneously with the commencement of the Chapter 11 cases, the Debtors have filed a motion seeking approval of bidding procedures related to the sale of assets included in the Stalking Horse APA, to ensure that the Debtors maximize the value of the Nine West and Bandolino brands. $300M Funding, RSA In conjunction with the restructuring, the Company received $300 million in debtor-in- possession financing and the Company has entered into a Restructuring Support Agreement (RSA) with parties that hold or control over 78% of its secured term debt and over 89% of its unsecured term debt. Such financing, combined with cash generated from the Company's operations, will provide the Company with the liquidity necessary to maintain its operations in the ordinary course during its Chapter 11 case. The RSA demonstrates the support of the Company's lenders and their confidence in the go-forward businesses, as well as providing a clear path to emergence from Chapter 11 on an expedited basis. Under the terms of the RSA, Nine West Holdings intends to use the Chapter 11 process to accomplish specific objectives: * Initiate a sale process for its Nine West and Bandolino footwear and handbag business pursuant to Section 363 of the U.S. Bankruptcy Code. The Company has entered into a "stalking horse" asset purchase agreement with Authentic Brands Group, and the sale will be subject to a competitive sale process. * Right-size the capital structure to allow for continued growth and investment in its profitable One Jeanswear Group, The Jewelry Group, the Kasper Group, and Anne Klein businesses while ensuring minimal disruption during the restructuring process. Ralph Schipani, Nine West Holdings' CEO, said, "This is the right step to address our two divergent business profiles. We will retain our strong, profitable and growing apparel, jewelry, and jeanswear businesses and continue to operate them under a new capital structure so that we can leverage their existing strengths to drive even greater growth. Once we complete the reorganization process, our Company will have meaningfully reduced debt and interest costs and be well positioned for the future." "At the same time, we are initiating a process to sell our Nine West and Bandolino footwear and handbag business and have a purchase commitment from a dedicated owner with the resources and know-how to support these businesses for long-term success," Mr. Schipani concluded. First Day Motions Nine West Holdings is promptly seeking immediate relief from the Court though the filing of customary "first day" motions that will allow the Company to smoothly transition its business into Chapter 11, including, among other things, granting authority to pay wages and benefits, honor programs with retail partners and customers, and pay vendors and suppliers in the ordinary course for all goods and services provided on or after the filing date. A hearing on the Debtors' First Day Motions is scheduled for April 9, 2018, at 2:00 p.m. (Eastern Time), before the Honorable Shelley C. Chapman, in New York. About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. NINE WEST: Unsecured Term Lenders to Get 100% of Equity ------------------------------------------------------- Nine West Holdings, Inc., signed a Restructuring Support Agreement which provides a commitment from the Debtors' most senior creditor constituencies to support a substantial deleveraging of the Debtors' approximately $1.6 billion capital structure. According to Ralph Schipani, Interim Chief Executive Officer of NWHI, the restructuring contemplated by the RSA is in the best interests of the Debtors' estates, maximizes stakeholder recoveries, secures a viable pathway to future growth, and ensures that the Debtors continue to operate on an ongoing basis for the benefit of their customers, vendors, and approximately 1,500 employees. The Debtors are in the process of drafting and negotiating the terms of the chapter 11 plan and related disclosure statement, which they intend to file within the milestones set forth in the RSA. The Debtors believe that these milestones, along with the timelines required by the proposed DIP Financing and the proposed Nine West sale bidding procedures, properly balance the Debtors' need to expeditiously exit chapter 11 to ensure the continued viability of their ongoing business operations and provide a fair and reasonable amount of time for the Debtors' stakeholders to analyze the terms of the agreements and transactions contemplated by the RSA and the Debtors' chapter 11 plan. Before seeking Chapter 11 protection, NWI was actively engaging with their major creditor constituencies on the terms of their ultimate restructuring. After engaging in initial diligence with their secured and unsecured term loan lenders in the summer and early fall, in October 2017, the Debtors entered into confidentiality agreements with: (a) certain lenders under the Secured Term Loan Credit Agreement, represented by Davis Polk & Wardwell LLP and Ducera Partners LLC, (b) a group of crossover lenders under the Secured Term Loan Credit Agreement and Unsecured Term Loan Credit Agreement, represented by King & Spalding LLP and Guggenheim Securities, LLC, and (c) Brigade Capital Management, represented by Kramer Levin Naftalis & Frankel LLP and Moelis & Company. The Debtors proposed a general deal construct based in part on the sale of the Nine West or another brand to pay down debt, with various cash, debt, and equity recoveries for the Debtors' creditors. The parties provided preliminary feedback on the deal construct but expressed differing views on value and how the Debtors' debt should be restructured in the context of an asset sale. Ultimately, with no such asset sale in hand, the Debtors' cleansed these creditors on November 27, 2017. The Debtors next turned their attention to the ongoing efforts to sell the Nine West brand. As these efforts gained traction, in early February 2018, the Debtors again entered into confidentiality agreements with their main secured and unsecured term loan lender groups. These various groups indicated they had divergent views with regards to, among other things, enterprise value, and each proposed a different path for the Debtors' restructuring with their own interests in mind. The Debtors engaged with these groups on potential deal constructs and exchanged term sheets in furtherance thereof. The Debtors also engaged with principals for an Ad Hoc Group of 2034 Noteholders, represented by Jones Day and Houlihan Lokey, starting in March 2018. The 2034 Noteholder Group made proposals to the Debtors, Brigade, and the Crossover Group on potential plan recoveries and to the Sponsor with respect to potential claims related to the 2014 Transaction. On March 15, 2018, $18.6 million in aggregate interest payments were due under the indentures governing the 8.25% Unsecured Notes and 6.875% Unsecured Notes. The indentures governing these Unsecured Notes each permitted the Debtors a 30-day "grace period" to make the interest payment before the failure to make such payment would mature into an "Event of Default" under such indentures. To preserve liquidity while restructuring negotiations were underway, the Debtors determined to enter into the grace period with respect to each of these interests payments. The Debtors have not made these payments as of the Petition Date. The Debtors used this time to continue to focus parties on reaching a settlement regarding the terms of a global restructuring transaction. These efforts culminated in the Restructuring Support Agreement, which, represents a substantial step forward in the context of these negotiations. Prepetition Capital Structure As of the Petition Date, the Debtors' capital structure consisted of outstanding funded-debt obligations in the aggregate principal amount of approximately $1.6 billion: Approximate Principal Funded Debt Maturity Amount Outstanding ----------- ------- ------------------ $250 million ABL Facility Apr. 2019 $108.0 million $25 million FILO Loan Apr. 2019 $22.1 million Secured Term Loan Facility Oct. 2019 $427.1 million Unsecured Term Loan Facility Jan. 2020 $300.0 million 8.25% Unsecured Notes Mar. 2019 $426.7 million 6.875% Unsecured Notes Mar. 2019 $28.5 million 6.125% Unsecured Notes Nov. 2034 $250.0 million ---------------- Total: $1,578.0 million Wells Fargo Bank, National Association is agent under the ABL facility. Morgan Stanley Senior Funding, Inc., is administrative agent under the Secured Term Loan Facility and the Unsecured Term Loan Facility. The Debtors, however, believe that Morgan Stanley (i) is in the process of resigning as agent under the Secured Term Loan Credit Agreement and will be replaced by Cortland Capital Market Services LLC; and (ii) is in the process of resigning as agent under the Unsecured Term Loan Credit Agreement and will be replaced by Glas Trust Company LLC. U.S. Bank National Association is the trustee under the 8.25% Unsecured Notes, 6.875% Unsecured Notes, and 6.125% Unsecured Notes. Debtor Nine West Holdings, Inc. ("NWHI") is a wholly owned subsidiary of debtor Jasper Parent LLC. Each of the other Debtors is a direct or indirectly wholly-owned subsidiary of NWHI. As of the Petition Date, Jasper Parent LLC is wholly-owned by non-debtor Jasper Investment Holdings LLC, which is wholly-owned by non-debtor Nine West Topco LLC. Investment funds managed by Sycamore Partners Management, L.P. directly or indirectly hold 100 percent of the outstanding equity interests in non-debtor Nine West Topco LLC. Terms of RSA The Debtors, certain members of the Secured Lender Group, certain members of the Crossover Group, and Brigade are parties to the RSA. The Debtors entered into the RSA with holders of over 78 percent by principal amount of loans under the Secured Term Loan Facility and holders of over 89 percent under the Unsecured Term Loan Facility. Among other things, the RSA contemplates the Debtors filing a Plan that contemplates: * Administrative Claims; Priority Tax Claims; ABL DIP Claims; Term DIP Facility Claims; Other Priority Claims; and Other Secured Claims will be unimpaired. * Creditors under the Secured Term Loan Facility will be repaid in full in cash (but with the waiver of default interest). * Holders under the Unsecured Term Loan Facility will receive new second lien debt and 100 percent of the equity in the Reorganized Debtors (the "New Equity"), subject to dilution by any management equity incentive plan and less any distributions of New Equity made to other unsecured claims. * Each other unsecured creditors will generally receive their entitlements under the Bankruptcy Code in the form of consideration reasonably agreed among the Debtors and the requisite consenting creditors under the Unsecured Term Loan Facility: -- 2034 Notes Claims. The value of the unencumbered property of NWHI in New Equity, and cash, or other consideration on a pro rata basis, and proceeds allocated to such class under an Estate Action Settlement, if any. -- 2019 Notes Claims. The value of the unencumbered property of NWHI in New Equity, cash, or other consideration on a pro rata basis, and the proceeds allocated to such class under an Estate Action Settlement, if any. -- NWHI General Unsecured Claims. The value of the unencumbered property of NWHI in New Equity, cash, or other consideration on a pro rata basis, and proceeds allocated to such class under an Estate Action Settlement, if any. -- Other General Unsecured Claims. The value of the unencumbered property of the applicable Debtor in New Equity, cash, or other consideration on a pro rata basis, and the Proceeds allocated to such class under an Estate Action Settlement, if any. Although the RSA represents a significant step forward in the context of the Debtors' restructuring negotiations and provides the framework of a confirmable plan, the Debtors carefully structured their commitments thereunder to allow for continued flexibility in their restructuring negotiations. In addition, the Debtors negotiated for a robust fiduciary out to ensure that they maintain the ability to maximize value for stakeholders. Chapter 11 Milestones * 5 Days from Petition Date: Interim DIP Order * 14 Days from Petition Date: File Plan, Disclosure Statement reasonably satisfactory to Requisite Consenting Term Loan Lenders * 45 Days from Petition Date: Final DIP Order * 70 Days from Petition Date: Debtors shall have received at least one irrevocable and legally binding commitment, in form and substance reasonably satisfactory (or satisfactory solely with respect to any condition, contingency, or other provision in such first lien exit financing commitment that poses material risk to the parties being able to close or fund the New First Lien Term Loan Facility pursuant to such first lien exit financing commitment, other than a condition, contingency, or other provision relating to the closing of the 363 Sale) to the Requisite Consenting TL Lenders, to enter into the New First Lien Term Loan Facility * 95 Days from Petition Date: Disclosure Statement Hearing * 98 Days from Petition Date: Disclosure Statement Order, reasonably satisfactory to Requisite Consenting Term Loan Lenders. * 130 Days from Petition Date: Confirmation Hearing * 135 Days from Petition Date: Confirmation Order, satisfactory to Requisite Consenting Term Loan Lenders * 150 Days from Petition Date: Effective Date About Nine West Holdings Nine West Holdings is a footwear, accessories, women's apparel, and jeanswear company with a portfolio of brands that includes Nine West, Anne Klein, and Gloria Vanderbilt. The company is a wholesale partner to major U.S. retailers and has international licensing arrangements covering more than 1,200 points of sale around the world. On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10947). Nine West estimated $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities as of the bankruptcy filing. The Hon. Shelley C. Chapman is the case judge. Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The Company's financial advisor is Lazard Freres & Co., and its restructuring advisor is Alvarez & Marsal North America LLC. Prime Clerk LLC is the claims and noticing agent. The Independent Directors tapped Munger, Tolles & Olson LLP as counsel and Berkeley Research Group as financial advisor. NN INC: Paragon Acquisition No Impact on B2 CFR, Moody's Says ------------------------------------------------------------- Moody's Investors Service said NN, Inc.'s announcement that it has entered into a material definitive agreement to acquire Paragon Medical, Inc. is a credit positive for the long-term but does not currently impact NN's B2 Corporate Family Rating or stable rating outlook. NN, Inc., headquartered in Johnson City, Tennessee, is a diversified industrial company combining advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. NN's businesses is organized into three divisions: Mobile Solutions (focused on growth in the industrial and automotive end markets), Power Solutions (focused on growth in the electrical and aerospace end markets) and Life Sciences (focused on growth in the medical end market). Revenues for the year ended December 31, 2017 were approximately $620 million. NORTHWEST TERRITORIAL: Trustee Selling Medallic Inventory for $30K ------------------------------------------------------------------ Mark Calvert, the Chapter 11 Trustee for Northwest Territorial Mint, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of Medallic Art Co., LLC coining dies and inventory to Boy Scouts of America for $30,000. A hearing on the Motion is set for April 20, 2018 at 9:30 a.m. The objection deadline is April 13, 2018. The Trustee's goal in the case has been to maximize the recovery of creditors. Since May 2017, the Trustee has engaged in marketing efforts related to a potential sale of the business. Because no concrete offer materialized, and because of the inadequate cash resources available to the Trustee, the Trustee closed the Debtor's custom minting business on Dec. 29, 2017 and prepared to liquidate the assets of the estate via auction. The Trustee sought authority to sell substantially all of the Debtor's assets at auction. Ultimately, he separately reached agreements with Industrial Assets Corp. and Medalcraft Mint, Inc. for the purchase and sale of certain assets of the Debtor. The Industrial Assets Corp. sale was approved by the Court on March 9, 2018. The Medalcraft sale, which contemplates the sale of certain company-owned coining dies, has not yet been approved. BSA has filed pleadings in the case whereby it has asserted that the Debtor's inventory includes coins, medallions and knives bearing the marks, emblems, and logos of BSA. BSA has also asserted that the Debtor entered into certain agreements with the BSA regarding the use of the marks by the Debtor and the sale of merchandise to BSA at a fixed price. According to BSA, the Debtor does not have its permission to sell or distribute certain inventory on hand. BSA has also argued that it owns the physical coining dies that the Debtor used to make products for BSA. The Trustee has entered into an Asset Purchase Agreement with BSA. The Boy Scouts APA was the result of arm's-length negotiations between the Trustee and BSA. The Boy Scouts APA provides that Boy Scouts will purchase certain medallions, awards, coining dies, and knives bearing the marks of BSA and identified in more detail on Schedule 2.1.2 of the Boy Scouts APA. It provides for a purchase price of $30,000. BSA will be responsible for payment of costs associated with the shipping of the Boy Scouts Assets and any applicable sales tax. The Trustee asks to sell the Boy Scouts Assets free and clear of liens and encumbrances. He is unaware of any parties, other than the Boy Scouts, who assert an interest in the Boy Scouts Assets. A copy of the Boy Scouts APA attached to the Motion is available for free at: http://bankrupt.com/misc/Northwest_Territorial_1551_Sales.pdf The Trustee believes that the Boy Scouts' offer is on reasonable terms. If the Trustee does not sell the Boy Scouts Assets to BSA, he will be forced to sell them at auction, or to a third party. The proposed sale to BSA guarantees a certain return for the estate, and avoids the cost of an auctioneer. Importantly, if the Trustee were to sell to a third party, the Trustee would be forced to resolve, perhaps through litigation, the objections of BSA and their claim to ownership of some or all of the Boy Scouts Assets. Based on the Trustee's experience in marketing coining dies, medallions, and the Debtor's inventory for sale, the Trustee believes that the price offered for the Boy Scouts Assets is reasonable. He believes that it is in the best interests of the estate to consummate the sale to BSA. Given the liquidity concerns facing the Debtor's estate, and the necessity that the sale close quickly, the Trustee asks the Court to waive the 14-day prescribed under Fed. R. Bankr. P. 6004(h) and permit him to quickly consummate the proposed sale to BSA. About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor was represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The official committee of unsecured creditors, formed on April 15, 2016, retained Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. Upon his appointment, the Trustee took control over the business operations of the Debtor and initiated his investigation of the financial affairs of the bankruptcy estate. K&L GATES LLP is counsel to the Trustee. JAMES G. MURPHY INC. is auctioneer for the Trustee. OCH-ZIFF CAPITAL: Fitch Affirms BB- IDR, Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-term Issuer Default Ratings (IDRs) of Och-Ziff Capital Management Group, LLC and its related entities (collectively, Oz) upon its announced debt refinancing. Additionally, Fitch expects to rate the announced senior secured term loan issuance 'BB-'. The Rating Outlook is revised to Stable. KEY RATING DRIVERS IDRS, NATIONAL RATINGS AND SENIOR DEBT The revision of the Outlook to Stable from Negative reflects Oz's continued focus on strengthening its balance sheet, as reflected by announcement to issue $250 million of a Senior Secured Term B Loan Facility, the proceeds of which will be used toward the repayment of the company's $400 million of senior unsecured debt, which is scheduled to mature in November 2019. The Outlook revision also reflects improved asset flows, maintenance of investment performance and fee generation along with a stabilizing expense base, which are expected to further support leverage and interest coverage metrics. In addition, leverage is expected to be further supported by the 3.75% quarterly mandatory amortization of the Term Loan. The rating affirmation reflects Oz's franchise, long-term performance track record, particularly in its core multi-strategy hedge fund business, continued expansion into credit and real estate products which have longer lock-up periods and adequate core profitability metrics. Key rating constraints include the business model's sensitivity to market risk due to the meaningful amount of net asset value (NAV)-based management fees, weakened profitability, leverage and interest coverage metrics, reduced financial flexibility as a result converting to a secured funding profile from an unsecured funding profile and less diversified, albeit improving, AUM relative to higher-rated alternative investment managers. Reduced investor appetite for hedge funds as an asset class, combined with challenged performance relative to benchmarks, has pressured fund flows and fees for the hedge fund industry as a whole. Oz's ratings also incorporate the recent resignations of its founder, Daniel Och, from his role as CEO, and independent board member William Barr from the company's board of directors earlier this year. While no immediate key-person or change of control events are expected to be triggered, Fitch believes the leadership changes could potentially lead to incremental investor outflows during normal redemption periods, which would weaken cash flow generation, and thus, Oz's leverage and interest coverage. AUM declined only 1.2% between March 1, 2017 and March 1, 2018, marking a considerable improvement from a 24.9% decline in AUM between Jan. 1, 2016 and Jan. 1, 2017. The investment return for the Oz Master Fund was a solid 3.5% through the first two months of 2018. In its analysis of Oz, Fitch uses FEBITDA as a proxy for cash flow, which consists of management fees, less compensation expenses (including salary and bonuses equal to approximately 25% of management fees), less operating expenses, plus depreciation and amortization. The calculation excludes incentive income and incentive-related compensation, which is approximated based on historical expense patterns. Leverage, as defined by gross debt/FEBITDA, was 17.0x for 2017, which was well above Fitch's 'bb' category quantitative leverage benchmark range of greater than 5.0x. Taking into account Oz's 2018 expense guidance range, repayment of the $400 million of senior unsecured debt and three quarters of mandatory amortization, leverage is expected to range from 3.0x to 4.6x at YE18. Further improvement in leverage would be dependent on earnings growth, driven by AUM expansion that translates into management fee growth along with continued expense controls. Interest coverage was 1.0x for 2017, which was well below Fitch's 'bb' category quantitative interest coverage benchmark range of less than 3.0x. Taking into account Oz's 2018 expense guidance range and repayment of the $400 million of senior unsecured debt, interest coverage would range from 2.7x to 4.2x. Oz's FEBITDA margin was 7.7% for FY17, which was within Fitch's 'b' category quantitative earnings benchmark range of less than 10%. Taking into account Oz's 2018 expense guidance range, Fitch expects margins to improve to between 15.4% and 23.3% for 2018, which is lower than Oz's longer-term historical range of 35% to 45%, but in line with Fitch's 'bb' category quantitative earnings benchmark. Oz's liquidity profile is expected to remain robust post-issuance. At Dec. 31, 2017, the company had $469.5 million in unrestricted cash, $150.0 million available under its revolving credit facility (which will now decline to $100.0 million), and $437.4 million of accrued unrecognized incentive income. Fitch expects Oz to continue to operate in a negative net debt position going forward, which Fitch views positively from a liquidity perspective. The expected senior secured debt rating is equalized with Oz's IDR reflecting the predominantly secured nature of the company's funding profile post-issuance and the expectation of average recovery prospects for the instrument. SUBSIDIARY AND AFFILIATED COMPANY Oz is a publicly traded holding company, and its primary assets are ownership interests in the operating group entities (OZ Management LP, OZ Advisors LP and OZ Advisors II LP), which earn management and incentive fees and are indirectly held through two intermediate holding companies. Oz conducts substantially all of its business through the operating group entities. Och-Ziff Finance Co. LLC and OZ Management LP serve as the debt-issuing entities for Oz's unsecured and secured debt, respectively, and benefit from joint and several guarantees from the management and incentive-fee generating operating group entities. Fitch's analysis of the secured debt relies on the joint and several guarantees provided by the operating group entities. The IDRs assigned to Oz Management LP, Oz Advisors LP, and Oz Advisors II LP are equalized with the ratings assigned to Oz, reflecting the joint and several guarantees among the entities. RATING SENSITIVITIES IDRS, NATIONAL RATINGS AND SENIOR DEBT Ratings could be downgraded if outflows, fee pressure and/or the inability to meaningfully reduce expenses translate into sustained leverage above 5.0x, interest coverage below 3.0x or materially reduced liquidity resources. Ratings may also be downgraded if fundraising capability is materially impaired as a result of senior management changes or if Fitch believes the franchise has experienced significant reputational damage. Positive ratings momentum would be conditioned upon improved fundraising, enhanced AUM diversity, maintenance of investment performance and continued fee generation along with expense reduction at the high end of Oz's guidance. Positive ratings momentum would also be predicated on sustained leverage below 5.0x and interest coverage above 3.0x. Ratings are also sensitive to a change in the ownership of the preferred securities or a material reduction in common stock ownership by the preferred unitholders, either of which would eliminate the current alignment of interests between the investor classes. Under such a scenario, Fitch would treat the full notional amount of the preferred securities as debt, reflecting the cumulative nature of the instrument's dividends and change of control provisions, with interest rate step-ups and mandatory redemption terms. Such treatment, which would be consistent with Fitch's 'Non-Financial Corporates Hybrids Treatment and Notching Criteria' published in April 2017, would likely have a material adverse impact on Oz's leverage and ratings. The expected senior secured debt rating is equalized with Oz's IDR and, therefore, would be expected to move in tandem with any changes to Oz's IDR. The senior unsecured debt is expected to be paid in full upon the issuance of the secured debt. Were this not to be the case, the IDR and unsecured debt rating could be downgraded reflecting elevated leverage, weakened interest coverage and, in the case of the unsecured debt, below average recovery prospects. SUBSIDIARY AND AFFILIATED COMPANIES The ratings of Oz Management LP, Oz Advisors LP, Oz Advisors II LP and Och-Ziff Finance Co. LLC are linked to the IDR of Oz and are, therefore, expected to move in tandem with the ratings of the holding company. Fitch has affirmed the following ratings: Och-Ziff Capital Management Group LLC OZ Management LP OZ Advisors LP OZ Advisors II LP -- Long-term IDRs at 'BB-'. Och-Ziff Finance Co. LLC -- Long-term IDR at 'BB-'; -- Senior unsecured at 'BB-'. Fitch expects to assign the following rating: OZ Management LP -- Senior secured 'BB-(EXP)'. The Rating Outlook has been revised to Stable from Negative. OCH-ZIFF CAPITAL: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Och-Ziff Capital Management Group LLC (Oz) to stable from negative and affirmed its 'BB-' issuer credit rating. S&P also affirmed its 'BB-' issuer credit ratings on OZ Management LP, OZ Advisors LP, and OZ Advisors II LP (collectively, these three partnerships are referred to as the operating group), and Och-Ziff Finance Co. LLC. S&P said, "At the same time, we assigned our 'BB-' senior secured issue rating to the company's proposed $350 million senior secured facilities, including a new five-year $250 million term loan and a new 4.5-year $100 million revolving credit facility. We assigned a recovery rating of '3', indicating our expectation for meaningful (50%-70%, rounded estimate: 65%) recovery in the event of payment default. The borrower on the secured facility will be OZ Management LP, and it will be guaranteed by OZ Advisors LP and OZ Advisors II LP. "We also affirmed our 'BB-' issue rating on the company's senior unsecured notes with a recovery rating of '4'. The '4' recovery rating reflects our expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of payment default. However, we expect to withdraw these ratings upon the completion of the refinancing transaction. "The outlook revision reflects the company's decrease in leverage pro forma the proposed refinancing transaction to the low-4x area compared to our previous expectation of 4.5x-5.0x. In addition to a $150 million decline in total debt on day one, we expect further deleveraging in the next 12 months because of the $250 million term loan's proposed 15% annual amortization payments. We expect the revolving line will remain undrawn. "Oz's assets under management (AUM) totaled $32.3 billion as of April 1, 2018. While the company experienced outflows of $7.6 billion in 2017, we expect the outflows to continue at a moderated pace because of improvement in investment performance both in multistrategy strategies as well as the credit and real estate strategies." Oz Master Fund achieved a net return of 10.4% in 2017, outperforming the HFRX Global Hedge Fund Index, which returned 6.0% in 2017. The net year-to-date March 2018 return for Oz Master Fund was 2.2%. Investment performance remains strong in other strategies with Opportunistic Credit achieving net returns since inception of 12.8% as of December 31, 2017 and with robust performance in real estate funds. Furthermore, Oz had a strong year in its collateralized loan obligation (CLO) business, closing over $6.1 billion in CLOs in 2017, including refinancings." Oz expects that base salaries and benefits will be between $90 million and $95 million and non-compensation expenses excluding interest expense will be between $100 million and $110 million in 2018. Furthermore, the company indicated that the minimum amount of the discretionary cash bonus between $80 million and $90 million will be accrued. S&P expects this minimum amount of bonus will be paid even if the company does not generate any performance fees. Factoring in these developments in S&P's key credit metrics calculation, it expects the weighted debt-to-EBITDA ratio to be in the lower half of the 4.0x-5.0x range, compared to its previous expectation of the higher end of the range. Lastly, Oz improved its balance sheet liquidity in the last 12 months and ended 2017 with $470 million of cash and cash equivalents. While the company will use $150 million of this cash as part of the refinancing transaction, S&P expects it to build it again with funds from operations in the near term as the company's cash outlays are moderate. S&P expects the dividends to be approximately $45 million to $50 million in 2018 and $37.5 million of debt to pay down due to annual amortization. S&P said, "The stable outlook reflects our expectation that while the outflows in certain strategies may continue at a moderate pace, the company will continue to improve its investment performance and maintain debt leverage at the low-4x area in the next 12 months. "We could downgrade Oz in the next 12 months if outflows exceed our expectation and lagging investment performance results in significant reduction in AUM and EBITDA, which would lead to a deterioration in our assessment of the company's business risk or in higher leverage, such that debt to EBITDA exceeds 5.0x on a sustained basis. Additionally, to the extent the company experiences further outsized operational risk events, we may lower the rating to reflect potentially weaker governance than peers. "We could upgrade Oz if the company operates with debt to EBITDA below 4.0x on a sustained basis while investment performance and AUM flows are strong." PELICAN PRODUCTS: Moody's Assigns B3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating to Pelican Products, Inc. ("Pelican"). Concurrently, Moody's assigned a B2 rating to Pelican's senior secured first lien term loan and a Caa2 rating to the company's senior secured second lien term loan. Proceeds of the new debt along with cash will be used to refinance the company's existing debt in a transaction that will favorably lower cash interest expense, extend maturities and modestly reduce leverage. The rating outlook is stable. RATINGS RATIONALE Pelican's B3 CFR reflects the company's elevated leverage profile, small scale amid competitive pressures and exposure to commodity price volatility and inflation that will continue to weigh on the company's margins over the next year. The company is also exposed to foreign exchange volatility given debt denominated in US dollars while about 40% of sales are generated outside the US. Elevated financial leverage (debt-to-EBITDA), in the low 6x range pro forma (inclusive of Moody's standard adjustments), increases vulnerability to cyclical and competitive pressures that could reduce earnings. New product introductions have contributed to good revenue growth in recent years, but EBITDA has been relatively flat because of a competitive pricing environment, commodity cost increases, and continual investments to support the growth. Moody's also expects financial policies to remain aggressive under private equity ownership, including the potential for debt-funded acquisitions and shareholder distributions. Nevertheless, credit metrics should improve modestly over the next year, and Moody's projects debt-to-EBITDA will fall towards the high 5x level, benefiting from low-to-mid single digit top line growth amid favorable end-market demand conditions, efficiency gains and some debt reduction. The company's strong brand recognition for quality protective cases, adequate liquidity and continued focus on diversifying its product offerings to strengthen its competitiveness, lend support to the ratings. The stable rating outlook reflects expectations of moderate top line growth and earnings, supported by positive demand fundamentals in the consumer, industrial and commercial end markets, that should lead to a modest improvement in credit metrics over the next year. Moody's also expects the company to sustain at least adequate liquidity, supported by positive free cash flow generation of at least $20-30 million over the next year, an undrawn $30 million asset-based revolver, and no term loan financial maintenance covenants. Ratings could be upgraded if the company were to grow in size while maintaining or improving margins from current levels and apply free cash flow towards debt reduction, such that Moody's expects debt-to-EBITDA to approach the low 5x range, free cash flow-to-debt to be sustained in the high-single digits and liquidity to be good. Ratings could be downgraded with weakening sales or a noticeable drop in margins that lead to debt-to-EBITDA above 6.25x, EBITA-to-interest below 1.5x, or a deterioration in liquidity, including negative or lower than anticipated free cash flow generation or a reliance on revolver borrowings. Leveraging debt financed acquisitions or shareholder distributions would also pressure the ratings. Assignments: Issuer: Pelican Products, Inc. Senior secured first lien credit facility, B2 (LGD3) Senior secured second lien credit facility, Caa2 (LGD5) Corporate Family Rating, B3 Probability of Default Rating, B3-PD Outlook actions: -- Issuer: Pelican Products, Inc. Outlook, Stable The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Pelican designs, develops, manufactures and markets watertight protective containers and professional lighting equipment, for use in a variety of end markets including consumer, industrial, commercial, biopharma, and military markets and is a portfolio company of Behrman Capital. Pelican is based in Torrance, CA, and operates in 21 countries with 27 offices and 6 manufacturing facilities around the world. Net revenues were approximately $415 million as of the last twelve months ended December 31, 2017. PELICAN PRODUCTS: S&P Assigns B Corp Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Torrance, Calif.-based Pelican Products Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to Pelican's existing and proposed first-lien term loans. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. "Additionally, we assigned our 'B-' issue-level rating and '5' recovery rating to the company's existing and proposed second-lien term loans. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. "Our rating on Pelican reflects the company's limited scale and scope of operations in the high-end protective cases and advanced professional lighting equipment markets, where the demand for its products is cyclical. The rating also incorporates the company's highly leveraged credit metrics and aggressive shareholder-friendly policies due to its ownership by a financial sponsor. On the other hand, the rating also reflects the company's strong brand name and reputation, leading market position in the niche plastic protective-case industry, above-average EBITDA margins, and modest free cash flow generation. "The stable outlook on Pelican Products Inc. reflects our belief that the company's ongoing operational improvements will allow it to support margins in the low-20% area while maintaining total debt-to-EBITDA of less than 6.5x over the next 12-18 months. We also anticipate that Pelican's recent investments to build out its consumer infrastructure (headcount and marketing), along with incremental revenue from its new case products, will provide it with enough operating leverage to offset the negative effects of the U.S. dollar's continued strength. The stable outlook also reflects our expectation that the company will generate about $25 million in free cash flow annually such that it will not need to draw on its revolver. "We could lower our rating on Pelican if the company's operating performance is weaker than expected or if it adopts a more aggressive financial policy that pushes its leverage significantly above 7x for a sustained period. We could also lower the rating if the availability under the company's revolver is limited (if, for instance, the revolver is more than 25% drawn and we expect the headroom under its springing maximum first-lien leverage covenant to fall below 15%). "Although unlikely over the next 12 months, we could raise our ratings on Pelican if the company reduces its debt-to-EBITDA below 5x and we expect it to maintain leverage of less than 5x even when incorporating possible dividends and acquisitions." PLEDGE PETROLEUM: Delays 2017 Form 10-K for Review -------------------------------------------------- Pledge Petroleum Corp. disclosed in a Form 12b-25 filed with the Securities and Exchange Commission that it was unable to file its Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2017 by the prescribed date without unreasonable effort or expense because the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate report on the Company's financial condition. The Company believes that the Annual Report will be completed and filed within the 15 day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The Company said it is still compiling and reviewing information to complete the annual review of the financial statements for that period and is considering the impact of the recent sale of all of the Company's assets. About Pledge Petroleum Headquartered in Houston, Texas, Pledge Petroleum Corp -- http://www.pledgepcorp.com/-- focuses on the acquisition of various oil producing fields. The Company was formerly known as Propell Technologies Group, Inc. and changed its name to Pledge Petroleum Corp. in February 2017. Pledge Petroleum reported a net loss available to common stockholders of $4.74 million for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $6.89 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Pledge Petroleum had $8.78 million in total assets, $1.10 million in total liabilities, all current, and $7.67 million in total stockholders' equity. RBSM LLP, in New York, New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has incurred recurring operating losses and had a net loss for the year ended Dec. 31, 2016. The Company has also suspended its business operations. The auditors said these conditions raise substantial doubt about the Company's ability to continue as a going concern. PRECIPIO INC: Delays 2017 Form 10-K for Verification ---------------------------------------------------- Precipio, Inc., was unable to file its Form 10-K for the fiscal year ended Dec. 31, 2017 within the prescribed time period without unreasonable effort or expense because management requires additional time to compile and verify the data required to be included in the report. The Company said that its management and finance team have been unusually busy during the period leading up to the due date as a result of several recent transactions. In addition, this Form 10-K is the Company's first following its merger with Precipio Diagnostics, LLC in June 2017. The Company intends to file the Form 10-K with the Securities and Exchange Commission as soon as practicable, but no later than within fifteen days of the date the original report was due. The Company does anticipate that a significant change in results of operations from the fiscal year ended Dec. 31, 2016, will be reflected by the earnings statements to be included in the Form 10-K for the fiscal year ended Dec. 31, 2017 as a result of the Company's merger with Precipio Diagnostics, LLC on June 29, 2017 and as a result of expenses incurred for capital raises and post-Merger operations. 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. PRESSURE BIOSCIENCES: Widens Net Loss to $10.7 Million in 2017 -------------------------------------------------------------- Pressure Biosciences, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $10.71 million on $2.24 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss of $2.70 million on $1.97 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Pressure Biosciences had $2.16 million in total assets, $16.78 million in total liabilities and a total stockholders' deficit of $14.62 million. "We believe our current and projected capital raising plans, and our projected continued increases in revenue, will enable us to extend our cash resources for the foreseeable future. Although we have successfully completed equity and debt financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful," the Company stated in the SEC filing. Net cash used in operating activities was $3,904,549 for the year ended Dec. 31, 2017 as compared with $3,805,851 for the year ended Dec. 31, 2016. Net cash used in investing activities for the year ended Dec. 31, 2017 totaled $171,825 compared to $7,203 in the prior period. Cash capital expenditures included BaroFold patents, laboratory equipment and IT equipment. Net cash provided by financing activities for the year ended Dec. 31, 2017 was $4,019,044 as compared with $3,834,634 in the prior year. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, MaloneBailey, LLP, in Houston, Texas, the Company's independent registered public accounting firm, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at:' https://is.gd/g7Rb0u About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com/-- is a life sciences company focused on the development and commercialization of a novel, enabling platform technology called Pressure Cycling Technology. PCT uses cycles of hydrostatic pressure between ambient and ultra-high levels (up to 35,000 psi and greater) to control bio-molecular interactions. QUICK COMMERCIAL: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Quick Commercial Inc. PO Box 266373 Weston, FL 33326 Business Description: Quick Commercial Inc. filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company is the 100% owner of a two-story commercial building with parking space located at Esquina Ave Polo Camino Alejandrino, B11, Guaynabo, PR 00969, having an appraised value of $800,000. Chapter 11 Petition Date: April 6, 2018 Case No.: 18-01865 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Jose M Prieto Carballo, Esq. JPC LAW OFFICE PO BOX 363565 San Juan, PR 00936-3565 Tel: 787-607-2066 E-mail: jmprietolaw@gmail.com jpc@jpclawpr.com Total Assets: $1.15 million Total Liabilities: $648,977 The petition was signed by Maylin Fiallo Perez, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-01865.pdf RAYMOND GIBLER: Nicholls Buying Commerce City Property for $900K ---------------------------------------------------------------- Raymond S. Gibler asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of real property located at 8201 Pontiac Street, Commerce City, Colorado to George J. Nicholls, III for $900,000. The Pontiac Property consists of 6.58 acres on which there is a 1,000 square foot structure that can be used as a home/storage/office facility, a small barn, numerous horse pins, and an outdoor horse arena. The Debtor is party to a month-to-month lease with Florencio Florez, who occupies the house, owns the personal property on the Pontiac Property, and owns and operates a horse boarding business. Tenant pays Debtor rent of $6,500 per month, and the Debtor, as landlord, is responsible to pay property taxes and insurance in the total amount of approximately $1,800 per year. Gibler is familiar with the Pontiac Property and other real property in the same area, and believes that the current value is between $800,000 and $900,000. On March 19, 2018, the Debtor entered into a Contract to Buy and Sell Real Estate (Land). The Sale Contract includes a legal description of the Pontiac Property. Pursuant to the Sale Contract, the Debtor will convey the Pontiac Property to the Buyer for $900,000. The terms of the Sale Contract provide for an earnest money deposit of $25,000 and total cash at closing of $300,000. The following are the contingencies in the Sale Contract: (i) the current tenant executing a new lease with the Buyer on terms acceptable to the Buyer; (ii) the Seller cooperating on requirements for Buyer’s Section 1031 exchange; (iii) the financing on terms acceptable to the Buyer; and (iv) obtaining Court approval. The Contract also provides that the Pontiac Property will be transferred in an "as is" condition. The Purchase Price is substantially higher than the aggregate value of all liens on the Pontiac Property. Accordingly, the sale of the Pontiac Property is free and clear of any liens, claims, and encumbrances. The Buyer has waived any right to due diligence, including the right to inspect the Property, conduct environmental testing, and obtain a survey. The proposed closing date for the purchase is May 2, 2018, and the Buyer and the Debtor will each pay one-half of the closing costs. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Raymond_Gibler_66_Sales.pdf In order of priority, the Pontiac Property is encumbered as follows: a. Deed of Trust in favor of Colorado Business Bank recorded on May 15, 2008. The First DOT secures a promissory note in the original principal amount of $342,898 plus interest. As of the date of the Motion, the current balance owed to CoBiz is $169,266 as of March 16, 2018, plus $41 per diem. This lien will be paid from the sale proceeds at closing. b. Deed of Trust in favor of National Sprinkler Industry Welfare Fund ("NASI") recorded on Feb. 24, 2016. The Second DOT secures a promissory note in the original principal amount of $390,704 plus interest. The Debtor has been in settlement discussions with NASI, and has not yet reached an agreement with respect to the amount due. However, NASI agrees that the maximum amount it will claim as secured against the Pontiac Property is $415,384. NASI's lien will attach to the sale proceeds pending further order of the Court. c. A judgment lien recorded on Nov. 13, 2017, in favor of NASI in the amount of $784,125, which includes the amount due on the Second DOT. Therefore, the amount owed to NASI that is secured by its judgment lien will not increase the total secured claim as set forth. This lien will attach to the sale proceeds pending further order of the Court. d. A judgment lien in favor of American Contractors Indemnity Company in the amount of $106,510 recorded on Nov. 27, 2017. The current balance due is approximately $110,220. This judgment lien will attach to the sale proceeds pending further order of the Court. There is a leasehold interest in the Pontiac Property, which is a month-to-month lease. Although the Debtor has the right to terminate that lease, a contingency of the Sale Contract is that the Buyer enters into a new lease with the current tenant. Upon information and belief, the Buyer and tenant have tentatively agreed to terms for a new lease to be executed at closing. Therefore, the proposed of the Pontiac Property is not free and clear of an unexpired lease. The proposed sale is the product of arm's-length negotiations. An auction is not contemplated, as the Debtor believes that the Purchase Price is reasonable, the Buyer has waived any right of inspection or other due diligence, and there is no brokerage fee. The Debtor is familiar with the Pontiac Property and neighboring area, and believes that in an "as is" condition, the amount of $900,000 is comparable to, or higher than, fair market value. Accordingly, the Debtor asks the Court to approve the relief requested. The Debtor further asks suspension of the operation of the 14-day stay under Fed.R.Bankr.P. 6004(h). If there are no objections to this Motion and the 14-day stay period is suspended, the parties will be in a position to close on May 2, 2018 in accordance with the terms of the Sale Contract. Counsel for the Debtor: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 E-mail: jsb@kutnerlaw.com Raymond S. Gibler sought Chapter 11 protection (Bankr. D. Colo. Case No. 18-10543) on Jan. 26, 2018. The Debtor tapped Jeffrey S. Brinen, Esq., as counsel. RESOLUTE ENERGY: Add-on Notes No Impact on Moody's Credit Ratings ----------------------------------------------------------------- Moody's Investors Service said Resolute Energy Corporation's proposed $75 million 8.50% senior unsecured notes due 2020 (Add-on notes) will not affect the company's credit ratings or stable outlook. The Add-on notes are being offered as an addition to Resolute's existing $525 million 8.50% senior unsecured notes due 2020 that Resolute initially issued in April 2012. The proposed $75 million 2020 Add-on notes and the existing $525 million 2020 Notes are rated Caa1, in accordance with Moody's Loss Given Default (LGD) Methodology, one notch below the B3 CFR, reflecting their effective subordination to Resolute's senior secured revolving credit facility. The B3 CFR reflects Resolute's modest but growing scale, its concentrated reserve base in the Delaware Basin of the Permian Basin, and an aggressive, growth-oriented capital spending program that will be partially funded by borrowing under its revolving credit facility. On November 6, Resolute closed on the sale of its Aneth Field properties in the Paradox Basin of Southeastern Utah, effective October 1, for $195 million, including a $35 million three-year contingent payment. Proceeds were used to repay borrowings under its secured borrowing base revolving credit facility. The improved liquidity, a function of the Aneth sale, will enable Resolute to add a third drilling rig in 2018 to its Delaware acreage, further growing production in 2018 to a guided level of 30,000 to 33,000 barrels of oil equivalent (Boe) per day on projected capital spending of $365 - $395 million. However, debt levels are expected to increase with the company outspending cash flow in 2018, although higher production levels generating a well-hedged cash flow stream should enable Resolute to incrementally improve upon its leverage metrics in 2018 and beyond. The rating benefits from the company's attractive position in the Southern Delaware portion of the Permian where the company continues to deliver strong drilling results relative to its similarly-rated peers. Resolute's small footprint in the desirable Delaware will likely require it to remain acquisitive, which represents a risk given the very high prices acreage has commanded in recent transactions. The outlook is stable. An upgrade would be considered if annual production grows to exceed 30,000 Boe per day and presuming retained cash flow (RCF) to debt holds above 30%. While acquisitions are expected, rating improvement will depend on capital discipline both in terms of price and funding. The rating could be downgraded if RCF to debt falls below 20% or EBITDA to interest coverage falls below 2.0x. Resolute Energy Corporation, is a publicly-traded oil and gas exploration and production company headquartered in Denver, Colorado. The company's operations are focused in Reeves County, Texas within the Permian Basin. RG & AK: Carey Buying Alcoholic Beverage License for $110K ---------------------------------------------------------- RG & AK, Inc. asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of its sole asset, a Class D (B, W, L) alcoholic beverage license, to David Carey or his assigns for the sum of $110,000. A hearing on the Motion is set for April 27, 2018, at 11:30 a.m. The objection deadline is by April 17, 2018. The Debtor has entered into a sales agreement with the Buyer for the purchase of the alcoholic beverage license. The parties have entered into Purchase Agreement for the said sale and purchase. The Agreement is expressly contingent on the approval of the Board of Liquor License Commissioners of Baltimore County for the transfer of the license and its relocation to 4309 Shore Drive. No relationship exists between the proposed Buyer and the Debtor. The Buyer has placed a $5,000 deposit in escrow and will pay the balance of the purchase price upon approval of the Court and the resolution of the contingencies contained within the Purchase Agreement. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/RG_&_AK_31_Sales.pdf There has been no formal appraisal of the value of said license. The value was scheduled at $75,000, representing the low end of the range of values of the license. The license to be sold contains a special entertainment privilege, which can remain in effect if and only if the license were to be retained at its current location. In that instance, the license would be worth more than its scheduled value. No Buyer could be found that was willing to retain the license at its present location. The following creditors have liens on the liquor license. Said liens will be paid in full from the proceeds of the sale at settlement: (i) Comptroller of the Treasury - $13,040 (Claim # 4); (ii) Board of Liquor License Commissioners of Baltimore County - $6,000 (no claim); and (iii) Board of Liquor License Commissioners of Baltimore County, License fees (amount currently unknown, as fees will be adjusted to date of settlement, per the terms of the Purchase Agreement). The funds remaining after payment of liens will be paid to the Debtor, to be held subject to further Order of the Court. The Debtor believes and therefore avers that there will be a sufficient surplus available to pay all remaining creditors in full. Given that a surplus will exist following payment of liens and that the Purchase Agreement contains deadlines, the Debtor asks that the 14-day stay of an Order Approving Sale, as provided by Bankruptcy Rule 6004 (h), be waived. The Purchaser is represented by: Kevin J. Pascale, Esq. PASCALE STEVENS, LLC 27 Lighthouse Point East Suite 500 Baltimore, MD 21224 E-mail: Kpascale@pascalestevens.com About RG & AK, Inc. RG & AK, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-24634) on Nov. 1, 2017, estimating under $1 million in assets and liabilities. The Debtor is represented by Dennis W. King, Esq., at Danoff & King, P.A. ROOSEVELT PROPERTIES: April 26 Plan Confirmation Hearing -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York held a hearing on the Disclosure Statement explaining Roosevelt Properties, Inc.'s plan of reorganization on March 8, 2018, and the Court determined that the Disclosure Statement contains "adequate information" as that term is defined in Section 1125 of the Bankruptcy Code. Accordingly, the Court approved the Disclosure Statement and scheduled the confirmation hearing for April 26, 2018 at 11:00 a.m. Objections, if any, to confirmation of the Plan must be actually received on or before April 19, 2018 at 4:00 p.m. Replies, if any, to a timely filed objection to confirmation of the Plan must be filed with the Court by April 23, 2018 at 4:00 p.m The Debtor is a single asset real estate company. The principal place of business for the Debtor is 509 Babylon Turnpike, Freeport, New York 11520. Class 2 consists of the general unsecured claims of PSEGLI and National Grid. This class will be paid 100% upon the Effective Date of the Plan. Class 3 consists of a secured claim held by Harrison Vickers, LLC in the amount of $500,000.00 which is secured against the real property located at 509 Babylon Turnpike, Freeport, New York. The Debtor has been current on its monthly obligations and will continue to remain current. The Debtor will require approximately $195,000 upon confirmation which is being funded by the Principal of the Debtor. The Reorganized Debtor will be managed by Max Bowen as manager of the business. A full-text copy of the Amended Disclosure Statement dated March 16 is available at: http://bankrupt.com/misc/nyeb8-17-73333-56.pdf A full-text copy of the Amended Disclosure Statement dated March 12 is available at: http://bankrupt.com/misc/nyeb17-73333-55.pdf About Roosevelt Properties, Inc. Roosevelt Properties, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-73333) on June 1, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Heath S. Berger, Esq., at Berger Fischoff & Shumer, LLP. ROSS ELITE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Ross Elite Realty Group, LLC 6017 Snell Ave. #898 San Jose, CA 95123 Business Description: Ross Elite Realty Group, LLC is a real estate company headquartered in San Jose, California. The Company is the fee simple owner of a single family residence located at 11 S. Circle Dr. Santa Cruz, CA, valued by the Company at $1.10 million and a single family residence located at 1402 Arguello St. Redwood City, CA valued by the Company at $1.15 million. Chapter 11 Petition Date: April 6, 2018 Case No.: 18-50774 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Hon. M. Elaine Hammond Debtor's Counsel: Charles B. Greene, Esq. LAW OFFICE OF CHARLES B. GREENE 84 W Santa Clara St. #800 San Jose, CA 95113 Tel: (408) 279-3518 Email: cbgattyecf@aol.com cbgreeneatty@gmail.com Total Assets: $2.25 million Total Liabilities: $1.96 million The petition was signed by Zachary Ross, managing member. The Debtor said it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/canb18-50774.pdf SANSAL WELLNESS: Delays 2017 Form 10-K Filing --------------------------------------------- SanSal Wellness Holdings, 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. "The compilation, dissemination and review of the information required to be presented in the Annual Report on Form 10-K for the year ended December 31, 2017, could not be completed and filed by April 2, 2018, without undue hardship and expense to the registrant. The registrant will file the Form 10-K by the fifteenth calendar day following the required filing date, as prescribed in Rule 12b-25." About SanSal Wellness Holdings Fort Lauderdale, Florida-based SanSal Wellness Holdings, Inc. (OTC Pink: SSWH) (formerly Armeau Brands Inc.) is focused on producing whole-plant, broad spectrum phytocannabinoid-rich hemp oils and extracts. SanSal Wellness currently operates a 140-acre farm and production facilities in Pueblo, Colorado, and is registered with the Colorado Department of Agriculture to grow industrial hemp. Armeau Brands reported a net loss and comprehensive loss of $43,714 for the year ended Jan. 31, 2017, compared to a net loss and comprehensive loss of $6,464 for the year ended Jan. 31, 2016. As of Sept. 30, 2017, SanSal Wellness had $6.14 million in total assets, $2.06 million in total liabilities and $4.08 million in total stockholders' equity. The Company has sustained substantial losses from operations since its inception. As of Sept. 30, 2017, the Company had an accumulated deficit of $2,572,904 and a working capital deficit of $125,990. The Company said these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to raise additional capital and financing, though there is no assurance it will be successful in its efforts. SCOTT RESSLER: Zhu & Sun Buying Short Hills Property for $1.3M -------------------------------------------------------------- Scott L. Ressler asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property owned jointly by the Debtor and his spouse located at 34 Hickory Road, Short Hills, State of New Jersey to Yanfei Zhu and Lu Sun for $1,250,000. A hearing on the Motion is set for April 17, 2018 at 10:00 a.m. The Debtor's case was commenced on the eve of a foreclosure sale concerning the Property. The Property is a single-family residence in a prominent area of Short Hills, New Jersey. It is a four-bedroom, six bathrooms (four full bathrooms and two half bathrooms), 3,001 square foot single-family residential home. The Property may be encumbered by other liens. The liens that may encumber the Property are (i) any and all unpaid property taxes; (ii) any and all unpaid municipal charges for water and/or sewer; (iii) a lien held by the U.S. Small Business Administration in the amount of $240,248 (proof of claim no. 9); (iv) mortgage lien owed to Bank of America, N.A. in the amount of $647,232 (proof of claim no. 5); (v) mortgage lien owed to Rosenthal & Rosenthal, Inc. in the amount of $1,000,000 (recorded on 10/23/2006); (vi) mortgage lien owed to Rosenthal & Rosenthal, Inc. in the amount of $1,000,000 (recorded on 6/10/2013); (vii) federal tax lien in favor of the Internal Revenue Service in the amount of $85,388 (recorded on 5/12/2011); (viii) federal tax lien in favor of the IRS in the amount of $11,936 (recorded on 8/31/2016); (ix) Notice of Lis Pendens Docket No. F-000567-15 (recorded on 2/4/2015); (x) judgments docketed with the Superior Court of New Jersey: (a) JP Morgan Chase Bank, N.A. – Judgment No.: J-269804-2010; (b) Fendi SRL, Fendi Adele SRL, Fendi North America, Inc. – Judgment No.: DJ-105271-2013; (c) Division of Taxation – Judgment No.: DJ-180220-2015 Division of Taxation – Judgment No.: DJ-180219-2015; and (d) Dart & Dee, LLC – Judgment No.: DJ-016908-2017; and (xi) the joint tenancy ownership rights of Karen Ressler. Donna Shaw, the Debtor's Realtor originally listed the Property for $1,350,000 in October 2017. The listing price was lowered and was last listed at $1,248,000 in February 2018. Prior to listing the Property for sale, it was necessary to remediate the basement because the Property had sustained substantial water damage due to Hurricane Sandy. The Debtor hired contractor, Henry Home Improvements, LLC to remediate the basement. Due to the Debtor's financial troubles, the Contractor agreed to be paid at the closing from the sale proceeds. As stated in the Realtor's certification had the basement not been remediated by the Contractor, this would have been a deal breaker for a lot of potential buyers and the house would not have sold at all. Subject to Court authorization, the Debtor has entered into a Purchase Agreement of sale for real estate to purchase the Property for a purchase price of $1,250,000 to the Buyers, free and clear of any and all liens, claims or interests. Valid liens that have been asserted against the property, to the extent they are valid and enforceable liens, will be satisfied from the proceeds of the sale. Since the execution of the Purchase Agreement, and as a result of the Purchasers' inspection contingency, the Debtor and non-filing spouse will provide the Purchasers with a credit of $1,000 at closing that will be applied towards the purchase price to address any post-inspection issues with the Property. The Purchase Agreement and the sale to the Purchasers are contingent upon and subject to the Court's approval. The pertinent terms of the Purchase Agreement are: a. The Purchase Agreement provides for a $1,250,000 purchase price with an initial deposit of $1,000 due five days from conclusion of attorney review and an additional deposit of $249,000 due ten days from the conclusion of the attorney review period. Both deposits will be held in the trust account of the Debtor's attorney. b. The closing is anticipated to occur on or about April 12, 2018 or 60 days from conclusion of attorney review. c. The performance of the Purchasers is contingent on obtaining of a mortgage commitment in the amount of $1,249,000. d. The Purchasers will give the Seller 90 days to obtain bankruptcy court approval. If approval has not been received in ninety days, the Purchasers will 1) extend to the Seller a reasonable amount of time to finalize the approval or 2) the Purchasers will cancel the Purchase Agreement and Purchaser will be entitled to the return of the earnest money deposit. e. All representations made by the Seller in the Purchase Agreement, any riders or addenda to the Purchase Agreement, and any attorney review letters, including the letter, or any disclosures made by the Seller, are made to the best of the Seller's knowledge, information and belief and will not survive closing of title. f. The Seller assumes risk of loss or damage to the subject premises by fire or otherwise until closing. In case the premises should suffer damage beyond normal wear and tear, the Seller will repair or agree to provide at closing an agreed upon amount of a credit for said damage prior to closing. In the case where the cost of repairs exceeds 10% of the purchase price, the parties may attempt to negotiate a resolution and if one cannot be made, either party may cancel the Purchase Agreement and all deposit monies will be returned. g. All waivers must be in writing. Any deposit monies paid by or on behalf of Purchasers will be refunded in full to the Purchasers should either party declare the Purchase Agreement null and void in conformity with the Purchase Agreement. In the event one of the parties to this agreement will default, the other party will have such remedies as may be provided by law and equity. h. The Purchase Agreement will be construed, interpreted and enforced pursuant to the laws of the State of New Jersey. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Scott_Ressler_31_Sales.pdf The joint owner, Karen Ressler, has consented to the proposed sale. The net sales proceeds are being realized only because of the Debtor's efforts to bring the sale and with the assistance of the Realtor. Thus, the Debtor asks the Court to allow the Realtor's fees to be paid from the sale proceeds at closing and in accordance with D.N.J. LBR 2016-1. The Debtor asserts that given the goal by the parties in the case to sell the Property and bring the case to conclusion in the short term, there is cause to waive the stay, and he asks that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived. Counsel for Debtor: David L. Stevens, Esq. SCURA, WIGFIELD HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Telephone: (973) 696-8391 Scott L. Ressler sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-25753) on Aug. 3, 2017. The Debtor tapped David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens as counsel. On Sept. 21, 2017, the Court appointed Donna Shaw as the Realtor. SEANERGY MARITIME: Jelco Delta Has 72.5% Stake as of March 7 ------------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Seanergy Maritime Holdings Corp. as of March 7, 2018: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- Jelco Delta Holding Corp. 58,927,008 72.5% Comet Shipholding Inc. 853,434 2.2% Claudia Restis 59,780,442 73.6% The Amendment to the Schedule 13D reflects the change in beneficial ownership of the Common Stock, solely due to an increase in the number of shares of Common Stock outstanding, as reported in the Annual Report on Form 20-F of the Issuer, filed on March 7, 2018. Ms. Restis may be deemed to beneficially own 58,927,008 shares of Common Stock of the Issuer through Jelco and 853,434 shares of Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary. A full-text copy of the regulatory filing is available at: https://is.gd/wbrUfF About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is an international shipping company that provides marine dry bulk transportation services through the ownership and operation of dry bulk vessels. Founded in 2008, the Company currently owns a modern fleet of eleven dry bulk carriers, consisting of nine Capesizes and two Supramaxes, with a combined cargo-carrying capacity of approximately 1,682,582 dwt and an average fleet age of about 8.4 years. The Company is incorporated in the Marshall Islands with executive offices in Athens, Greece and an office in Hong Kong. The Company's common shares and class A warrants trade on the Nasdaq Capital Market under the symbols "SHIP" and "SHIPW", respectively. Seanergy Maritime reported a net loss of US$3.23 million in 2017, a net loss of US$24.62 million in 2016, and a net loss of US$8.95 million in 2015. As of Dec. 31, 2017, Seanergy Maritime had US$275.70 million in total assets, US$234.39 million in total liabilities and US$41.31 million in total stockholders' equity. SEARS: TPG Values $17-Mil. Loan at 1.005% of Face ------------------------------------------------- TPG Specialty Lending, Inc. has marked its $17,296,000 in loans extended to Sears to market at $17,383,000 or 1.005% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2017. TPG issued a first lien ABL loan, $17,296,000 par, which is scheduled to mature July 2020. The loan charges 8.89% (L+7.50%) interest. About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Feb. 3, 2018, Sears Holdings had $7.26 billion in total assets, $10.98 billion in total liabilities and a total deficit of $3.72 billion. * * * In January 2018, Fitch Ratings downgraded the Long-Term Issuer Default Ratings (IDRs) on Sears Holdings Corporation, Sears Roebuck Acceptance Corp. (SRAC) and Kmart Corporation to 'C' from 'CC' following the company's announcement that it has commenced an exchange of various tranches of debt held at these entities. Fitch also downgraded the second-lien secured notes of Holdings to 'CC'/'RR3' from 'CCC+'/'RR1'. In January 2018, S&P Global Ratings lowered its corporate credit rating on Sears Holdings Corp. to 'CC' from 'CCC-'. The downgrade follows Sears' announced offer to exchange some of its notes (8% senior unsecured notes due 2019 and the 6.625% senior secured notes due 2018) and amend the terms of its credit agreement for its second-lien term loan. S&P said, "We would treat the proposed transactions, if completed, as tantamount to a default. We base this on our view that the PIK option and maturity extension differs from the original promise on the debt issues and represents a distressed exchange under our criteria." In January 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' 'Ca' rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SHIFFER INC: Allowed Claim of NY State to be Paid at 8% Over 5 Yrs. ------------------------------------------------------------------- Shiffer, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an amended plan of reorganization with respect to its chapter 11 case. The amended plan provides that the allowed Claim of the State of New York which is entitled to priority will be paid, together with interest at the rate of 8% per annum (the statutory rate for the State of New York) on or before five years after the Petition Date. Such interest will begin to accrue as of the Effective Date of the Plan. Such payments will be made on a regular monthly basis and will begin in the first calendar month after the Effective Date of the Plan. The Debtor may, but is not required, to sell any Personal Property as part of the Plan. Any such sale will be at the sole option of the Debtor. The Debtor may determine that it has extraneous and extra equipment, or that it should sell its business and, thus, sales may result. The sale proceeds, if such sale occurs, will be utilized to fund payments under the Plan. A copy of the Redlined Version of the Amended Plan is available for free at: http://bankrupt.com/misc/pamb1-17-01234-97-1.pdf About Shiffer, Inc. The Debtor is a Pennsylvania business corporation which was formed in 2012. The Debtor was formed to perform over the road trucking services. The company was formed by Joshua Shiffer, who is the sole shareholder. The company operates out of its location in Dauphin County, Pennsylvania. When the Debtor was formed, it did not generate sufficient cash flow to pay all of its various payroll taxes. The Debtor, as a startup business, did not operate efficiently and, thus, did not generate sufficient cash flow to pay all of its creditors. Thus, the Debtor suffered financial shortfalls. Shiffer, Inc., filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 17-01234) on March 29, 2017, listing between $100,000 to $500,000 in both assets and liabilities. The Debtor is represented by Robert E. Chernicoff, Esq. at Cunningham, Chernicoff & Warshawsky, P.C. SPANISH BROADCASTING: Needs Additional Time to File Form 10-K ------------------------------------------------------------- Spanish Broadcasting System, Inc., filed a Form 12b-25 with the Securities and Exchange Commission stating that additional time is needed for the Company to complete its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2017, which was due on April 2, 2018. The Company said it was unable to file its Form 10-K prior to the filing deadline without unreasonable effort or expense due to its needing more time to resolve the accounting treatment and complete the disclosure requirements regarding certain income tax related matters. The Company expects to file the Form 10-K no later than the fifteenth calendar day following the required filing date, as permitted by Rule 12b-25. About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is a Spanish-language media and entertainment company with radio and/or television stations in the top U.S. Hispanic markets, including Puerto Rico. The Company's owned and operated radio stations serve markets representing approximately 35% of the U.S. Hispanic population, and its television operations serve markets representing over 3.5 million Hispanic households. The Company produces and distributes Spanish-language content, including radio programs, television shows, music and live entertainment through its radio stations and its television group, MegaTV, which produces over 70 hours of original programming per week. MegaTV broadcasts via its owned and operated stations in South Florida, Houston, and Puerto Rico and through programming and/or distribution agreements with other stations, as well as various cable and satellite providers. Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes and other short term obligations when they became due, which resulted in significant liquidity requirements on the Company that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Spanish Broadcasting had $434.5 million in total assets, $563.7 million in total liabilities and a total stockholders' deficit of $129.2 million. Spanish Broadcasting reported a net loss of $16.34 million for the year ended Dec. 31, 2016, compared with a net loss of $26.95 million in 2015. * * * In May 2017, S&P Global Ratings withdrew its 'D' corporate credit rating and issue-level ratings on Spanish Broadcasting System. "We withdrew the ratings because we were unlikely to raise them from 'D', based on SBS' ongoing plans to restructure its debt," said S&P Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS to 'D' on April 21, 2017, following the company's announcement that it didn't repay its $275 million 12.5% senior secured notes that were due April 15, 2017, as reported by the TCR on May 25, 2017. In April 2017, Moody's Investors Service downgraded SBS's corporate family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family rating reflects an elevated expected loss rate following the recently announced default under the company's 12.5% senior secured notes due April 2017. SPRINT INDUSTRIAL: S&P Affirms 'CCC' Rating as Debt Maturity Looms ------------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC' corporate credit rating on Houston-based specialty equipment rental company Sprint Industrial. The outlook remains negative. S&P said, "At the same time, we affirmed our 'CCC+' issue-level rating on Sprint Industrial's first-lien credit facilities. The '2' recovery rating remains unchanged, indicating our expectations for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "Additionally, we affirmed our 'CC' issue-level rating on Sprint Industrial's second-lien term loan. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default. "The negative outlook reflects our belief that the combination of minimal free cash flow, unsustainable debt leverage, and upcoming revolver maturity increase the company's risk of a payment default or a distressed exchange, which we would view as tantamount to a default. The company's $12.5 million revolver matures February 2019 and its first-lien term loan ($156 million outstanding) is due in May 2019, and we believe the company will face a deficit of liquidity sources for its cash needs over the next 12 months, including the revolver maturity. In our view, the upcoming revolver maturity contributes to the risk of a default or initiation of a distressed restructuring unless there is a considerable improvement in the company's end markets. "The negative rating outlook reflects the risk that we could lower our rating on Sprint Industrial if we believe the company is likely to undertake a distressed restructuring, or if the risk of a payment default increases over the next few months. "We could lower our ratings on Sprint Industrial if we believe a near-term default will be inevitable over the next six months; for instance, if we expect the company will not meet its debt service requirements. This could occur if Sprint Industrial's end markets deteriorate, putting pressure on the company's operating performance or liquidity; or if it is not able to refinance its credit facilities. We could also lower our ratings if the company pursues a restructuring that we consider distressed. "We could raise our ratings on the company if it addresses 2019 maturities in accordance with the original terms of the credit agreement, and if we expect the company will not face any liquidity issues over the next 12 months." SUNVALLEY SOLAR: Incurs $1.78 Million Net Loss in 2017 ------------------------------------------------------ Sunvalley Solar, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $1.78 million on $5.71 million of revenues for the year ended Dec. 31, 2017, compared to a net loss of $999,118 on $8.49 million of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Sunvalley Solar had $2.95 million in total assets, $2.79 million in total current liabilities and $159,952 in total stockholders' equity. "We will require substantial additional financing in the approximate amount of $4,500,000 in order to execute our business expansion and development plans and we may require additional financing in order to sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible. "We are currently seeking additional financing. If we are unable to obtain the necessary capital to pursue our strategic plan, we may have to reduce the planned future growth of our operations," the Company stated in the SEC filing. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Annual Report is available for free at: https://is.gd/RWijeC Form 10-K Filing Delay SunValley was delayed in filing its Annual Report on Form 10-K for the year ended Dec. 31, 2017, as the Company was unable compile the necessary financial information required to prepare a complete filing. About Sunvalley Solar Walnut, California-based Sunvalley Solar, Inc., markets, sells, designs and installs solar panels for residential and commercial customers. The Company's primary market is in the state of California, however the Company may sell anywhere in the United States. TARGA RESOURCES: Moody's Rates New $750MM Sr. Unsecured Bonds Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Targa Resources Partners LP's (TRP) proposed $750 million notes due 2026. TRP is wholly owned by Targa Resources Corp. (Targa). Targa and TRP's other ratings and Targa's stable outlook remained unchanged. The note proceeds will be used to repay borrowings under its revolver and accounts receivable securitization facility. "Terming out the revolver and securitization facility borrowings provides Targa Resources enhanced flexibility to fund its 2018 growth capital program which is primarily focused on the Permian Basin," said Moody's Vice President, Arvinder Saluja. "However, the resulting increase in debt will weaken the leverage metrics until earnings from the growth projects become meaningful by mid-2019." Assignments: Issuer: Targa Resources Partners LP -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD 4) RATINGS RATIONALE TRP's proposed and existing senior notes are unsecured and the creditors have a subordinated claim to TRP's assets behind the senior secured revolving credit facility and the accounts receivable securitization facility. The Ba3 rating on TRP's unsecured notes reflects the substantial amount of priority-claim secured debt in the capital structure as well as the likelihood of increased revolver use. Accordingly, Moody's believe the Ba3 rating is more appropriate than that suggested by the Moody's Loss Given Default (LGD) methodology. Targa's Ba2 Corporate Family Rating (CFR) is supported by its sole ownership of TRP, its scale and EBITDA generation which has remained sizeable despite the volatile and low commodity prices, its track record of good execution of growth projects, and the meaningful and growing proportion of fee-based margin contribution. Targa has increased geographic diversification, more recently in the Permian Basin, and improved business diversification through acquisitions. Targa is focused on building more midstream infrastructure in 2018-20 in an effort to benefit from the increasing associated gas production in the Permian, driven by the basin's favorable crude oil production economics. These positive attributes are tempered by its material exposure to the gathering and processing business, exposure to commodity sensitive contracts, its historically aggressive distribution policies, and volume risk. Targa's CFR could be upgraded to Ba1 if consolidated leverage is sustained below 4.5x, dividend coverage remains above 1.1x, and its business mix becomes less exposed to commodity price risk. The ratings could be downgraded if consolidated leverage is over 5.5x. Significant delays or cost overruns on growth projects could also pressure the ratings. Targa Resources Corp., through its wholly-owned subsidiary Targa Resources Partners LP, operates a portfolio of midstream energy assets that include, gathering pipelines, gas processing plants, NGL pipeline, NGL fractionation units, and a marine import/export facility on the Gulf Coast. The principal methodology used in this rating was Midstream Energy published in May 2017. TARGA RESOURCES: S&P Rates New $750MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Targa Resources Partners L.P. and subsidiary Targa Resources Partners Finance Corp.'s proposed $750 million senior unsecured notes due in 2026. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a payment default scenario. The partnership intends to use the net proceeds from the notes to refinance debt under its credit facilities and for general corporate purposes. Houston-based Targa is a midstream energy partnership that specializes in natural gas gathering and processing, the fractionating and distribution of natural gas liquids, and crude oil logistics. TERNE' PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Terne' Properties LLC dba Terni Properties, LLC dba Terne Properties, LLC P.O. Box 993 Pleasantville, NJ 08232 Business Description: Terne' Properties LLC is a single asset real estate company based in Pleasantville, New Jersey. Chapter 11 Petition Date: April 4, 2018 Case No.: 18-16698 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Andrew B. Altenburg Jr. Debtor's Counsel: Barbara Fein, Esq. SILVERANG DONOHOE ROSENZWEIG HALTZMAN, LLC 595 East Lancaster Avenue, Suite 203 St. Davids, PA 19087 Tel: 610-263-0136 Fax: 610-754-4934 Email: speck@lobaf.com - and - Mark S. Haltzman, Esq. SILVERANG, DONOHOE, ROSENZWEIG & HALTZMAN, LLC 595 East Lancaster avenue, Suite 203 St. Davids, PA 19087 Tel: 610-263-0115 Fax: 215-754-4934 E-mail: mhaltzman@sanddlawyers.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas Terne', sole member of Terne' Properties, LLC. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/njb18-16698.pdf THERMAGEM LLC: Appointment of Chapter 11 Trustee Denied ------------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida denied U.S. Trustee's request for an order directing the appointment of a chapter 11 Trustee in the Chapter 11 case of Thermagem LLC. Judge Cristol, however, granted the U.S. Trustee's request for conversion of this case subject to these conditions: (a) The Debtor and Mercantil Bank will have a period of seven days from the date of entry of the Order to reach a resolution in the State Court foreclosure action. (b) If no resolution is reached within the seven day period, the U.S. Trustee is directed to submit an order converting this chapter 11 case to a case under chapter 7 without further notice or hearing. (c) If the Debtor and Mercantil Bank reach a resolution in the State Court foreclosure action prior to the expiration of the seven day period, the Motion is continued for further consideration by the Court About Thermagem LLC Based in Miami, Florida, Thermagem LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case no. 17-18531) on July 6, 2017. In the petition signed by Eran Brosh, president and managing member, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Jay A. Cristol is the case judge. Stephen C. Breuer, Esq., at Moffa & Breuer, PLLC represents the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. TRESYS TECHNOLOGY: Golub Values $3.8-Mil. Loan at 30% of Face ------------------------------------------------------------- Golub Capital BDC, Inc., has marked its $3,899,000 in loans extended to Tresys Technology Holdings, Inc. to market at $1,170,000 or 30% of the outstanding amount, as of Dec. 31, 2017, according to a disclosure contained in a Form 10-Q filing with the Securities and Exchange Commission for the quarterly period ended Dec. 31, 2017. Golub provided Tresys a one stop loan, $3,899,000 par, which is scheduled to mature December 2018. The loan charges 8.32% (L+6.75%) interest. According to Golub, the loan was on non-accrual status as of December 31, 2017, meaning that Golub has ceased recognizing interest income on the loan. Golub also provided Tresys a separate one stop loan, $659,000 par, which also matures December 2018. Golub has marked the second loan to market at $659,000 of the outstanding amount. The second loan also has non-accrual status. Columbia, Maryland-based Tresys Technology, LLC -- http://www.tresys.com/-- provides cyber defense technology and engineering services to defense and critical infrastructure organizations in the United States and internationally. TWEDDLE GROUP: Moody's Hikes CFR to Caa1, Cites Loss of Key Client ------------------------------------------------------------------ Moody's Investors Service downgraded its ratings for Tweddle Group, Inc. ("Tweddle"), including the company's Corporate Family Rating (CFR; to Caa1 from B2) and Probability of Default Rating (to Caa1-PD from B2-PD), and the rating for Tweddle's senior secured first lien term loan (to Caa1 from B2). The rating outlook is negative. "The downgrades reflect a credit profile that is expected to be significantly weakened following Tweddle's loss of certain work from a key customer, and the resultant mismatch between the company's earnings and cash flow prospects and its now much more levered balance sheet," according to Andrew MacDonald, Moody's lead analyst for Tweddle. "The development runs counter to what had previously been considered barriers to entry that were a key tenet of Moody's credit view underpinning the relative strength of the business," added MacDonald. Fiat Chrysler Automobiles N.V. (FCA, Ba2 Stable) -- the customer moving certain work to other providers -- contributed a reported 40% of the company's total fiscal 2017 revenue, and as such Moody's asserts that without replacement the loss of certain work of FCA's business will meaningfully erode the company's future earnings prospects, with leverage expected to exceed 6.0 times on a pro forma run-rate basis by year-end 2018, up from 3.9 times currently, according to the rating agency. Moody's expects that the company's liquidity will gradually erode through 2018 in the absence of replacement business, and cautions investors with respect to the lack of any medium- let alone long-term visibility in forward operating and financial performance given this unexpected development. The following ratings were downgraded: Issuer: Tweddle Group, Inc. Corporate Family Rating, downgraded to Caa1 from B2 Probability of Default Rating, downgraded to Caa1-PD from B2-PD Senior Secured First Lien Term Loan due 2022, downgraded to Caa1 (LGD4) from B2 (LGD3) Outlook Actions: Outlook, changed to Negative from Stable RATINGS RATIONALE The Caa1 CFR broadly considers Tweddle's deteriorated credit profile -- including a levered balance sheet and eroding liquidity -- and ongoing execution risk as management enacts its restructuring plan following the loss of certain work from a significant customer. The rating also considers the company's small revenue scale, narrow product scope, significant customer concentration, and a newly heightened competitive environment. Tweddle's top three North American automotive original equipment manufacturer ("OEM") customers comprised a majority of its 2017 revenues and will remain concentrated following the recent loss of certain work from one of its customers. Moody's expects pro forma revenues in the low $100 million range annually, which is considered small in the context of other rated corporates, both within and outside of the broad business and consumer services industry in which Tweddle operates. The company's free cash flows will be curtailed by relatively high (5%) mandatory amortization payments on its first lien term loan, which increases further (to 7.5%) in 2019. Solid profitability and long-standing history with its top customers, albeit with diminished certainty in the wake of the recent loss of certain work from its historical top customer, still provide some measure of support given the complexity of content that goes into user and service manuals, nonetheless. In addition, the National Highway Traffic Safety Administration's legal mandate requiring OEMs to have owner's information present in a vehicle before it can be sold (new or used) should ensure solid ongoing demand for Tweddle's service offerings. The negative outlook reflects the coming erosion of the company's credit profile as its former top customer moves certain of its business to new service providers, and related uncertainties with respect to its strategy and business plan beyond 2018, and the management of its liquidity position in the context of a more competitive operating environment. The ratings could be downgraded if Moody's expects sustained negative free cash flow, the company loses or experiences a significant volume loss at another major customer, or liquidity deteriorates. Ratings could be upgraded if the company demonstrates successful execution of its anticipated cost reduction and revenue growth plan such that operating performance improves, financial leverage moderates, and liquidity strengthens via sustained positive free cash flow generation. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Tweddle, Group, Inc. based in Clinton Township, Michigan, develops and authors user and service manuals, as well as other technical and data driven content, for automotive OEMs, primarily in North America. The company generated approximately $172 million of revenue in 2017. UNITED PLASTIC: Debt Acquisitions Buying Judgments for $17.5K ------------------------------------------------------------- United Plastic Recycling, Inc., and United Lands, LLC ask the U.S. Bankruptcy Court for the Middle District of Alabama to authorize the sale of adversary proceeding judgments, together with and any and all other benefits or advantages which may be had or obtained by reason of said judgments, to Debt Acquisitions, LLC for $17,500. Subsequent to the Petition Date, one or more of the Debtors has filed and prosecuted these Adversary Proceedings with respect to which default Judgments have been entered against the Defendant Judgment Debtors: a. United Plastic Recycling, Inc. v. A-1 Industrial Maintenance, Case No. 17-AP-03044 - $17,353; b. United Plastic Recycling, Inc. v. Alabama Dumpster Service (ADS), Case No. 17-AP-03046 - $36,965; c. United Plastic Recycling, Inc. v. Best Practice Service, LLC, Case No. 17-AP-03048 - $ 29,042; d. United Plastic Recycling, Inc. v. Vecoplan, LLC, Case No. 17-AP-03072 - $15,081; e. United Plastic Recycling, Inc. v. Giro Pack, Inc., Case No. 1 7-AP-03055 - $13,053; f. United Plastic Recycling, Inc. v. Pigment Services Indiana, Case No. 17-AP-03067, $19,129; g. United Plastic Recycling, Inc. v. Star Impex, LLC, doing business as STR Plastic Solutions, Case No. 17-AP-03070 - $14,143; h. United Plastic Recycling, Inc. v. Americycle, Case No. 17-AP-03045 - $15,232; i. United Plastic Recycling, Inc. v. Trash Roll Off of Bay County, Inc., Case No. 17-AP-03108 - $ 15,511; and j. United Plastic Recycling, Inc. v. Vintage Plastics, LLC, Case No. 17-AP-03109 - $12,692. The Debtors now desire to sell and assign the Judgments to Debt Acquisitions, together with and any and all other benefits or advantages which may be had or obtained by reason of said Judgments. The parties have entered into the Absolute Sale and Assignment of Interest in Judgments. The sales price, which is not specified in the Assignment itself, is $17,500, and the Assignment provides only that the Judgments are being sold and assigned to Debt Acquisitions; that Debt Acquisitions may "step into the shoes" of the Debtors in the respective adversary proceedings for the purposes of pursuing post-judgment discovery and pursuing post-judgment collection through the use of garnishm ents, executions, and all other legal processes necessary to the enforcement of the Judgments (with such proceedings to be done at the sole cost and expense of the Assignee); otherwise, it is a "clean break" because Debt Acquisitions is not acquiring any rights against the bankruptcy states. There are no known liens, claims, encumbrances, or interests against the Judgments that are known to the Debtors but the Debtors desire to sell (and Debt Acquisitions desires to purchase) the Judgments free and clear from any possible interests that another party may claim with respect to the Judgments. A copy of the Assignment attached to the Motion is available for free at: http://bankrupt.com/misc/United_Plastic_987_Sales.pdf Rather than pursue collection and enforcement of the Judgments themselves, the Debtors desire to sell the Judgments to Debt Acquisitions because the Debtors lack the financial resources that may be required to collect and enforce the Judgments. Moreover, the Debtors do not know if the Judgments are collectible and do not want to spend additional estate funds when the prospect of recovery is unknown. Accordingly, they ask the Court to approve the relief sought. About United Plastic Recycling United Plastic Recycling, Inc. and affiliate United Lands, LLC, filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No. 15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic petition was signed by John A. Bonham, Jr., president. Judge Dwight H. Williams Jr. was initially assigned to United Lands' case, while Judge William R. Sawyer presided over United Plastic's case. In November 2015, a court order was entered granting Joint Administration of the two cases before Judge Sawyer. James L. Day, Esq., at Memory & Day serves as the Debtors' bankruptcy counsel. United Plastic estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. United Lands estimated its assets at up to $50,000 and its liabilities at up $50,000. US SILICA: Moody's Rates Proposed $1.38BB Credit Facility B1 ------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to US Silica Company, Inc.'s proposed $1.38 billion credit facility, which consists of a $100 million revolver due 2023 and a $1.28 billion Term Loan B due 2025. At the same time, Moody's affirmed U.S. Silica's Corporate Family Rating ("CFR") at B1 and its Probability of Default Rating at B1-PD. The Speculative Grade Liquidity rating was also affirmed at SGL-2. The outlook remains stable. On March 23, 2018, U.S. Silica announced that it was acquiring EP Minerals, LLC ("EP") for $750 million, and that the company would finance the transaction and refinance its existing debt through a new seven year, $1.28 billion Term Loan B credit facility and an expanded $100 million revolving credit facility. The $560 million senior secured facility rated B1 will be withdrawn upon closing of the proposed credit facility. Assignments: Issuer: US Silica Company, Inc. -- Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Affirmations: Issuer: US Silica Company, Inc. -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B1 Outlook Actions: Issuer: US Silica Company, Inc. -- Outlook, Remains Stable RATINGS RATIONALE The acquisition of EP expands U.S. Silica's platform with more stable industrial and application end markets, while increasing diversification across products, customers and geographies. The EP business provides added revenue stability to the company's existing Industrial and Specialty Products ("ISP") segment, which will buffer against any deterioration in the Oil and Gas segment that might occur in the future. However, the company will increase its debt leverage significantly as a result of the transaction. Pro forma for the EP acquisition, adjusted debt-to-EBITDA will increase to about 4.1x from 2.4x from year-end 2017, then decline closer to 3.0x by year-end 2018 largely through EBITDA growth in the Oil and Gas segment. Operating margin will also benefit from EP's high margin business and growing margins in the Oil and Gas and ISP segments. Moody's expect adjusted operating margin to grow closer to 19% in 2018. Adjusted debt to book capitalization was at 36.3% at year-end 2017, but will increase above 50% as a result of increased balance sheet debt. The term loan, however, provides flexibility for the company to reduce debt. The facility amortizes at 1% per annum, and has a mandatory prepayment provision of 50% of excess cash flow beginning in 2019, which steps down to 0% if Consolidated Leverage Ratio (as defined in the facility) is less than 1.75x. Moody's expect debt to decrease because the company is projected to generate significant free cash flow beginning in 2019, once its two in-basin facilities are fully operational. U.S. Silica's ratings reflect its strong market positions in the frac-sand industry and as one of the largest producers of silica and other engineered materials derived from industrial minerals in North America. The ratings are also supported by its extensive proven and probable reserves, strategically located quarries and production facilities, developed logistical network from mine gate to well site, and long-standing customer relationships. Importantly, the rating also considers stable contribution margin from U.S. Silica's Industrial and Specialty Products ("ISP") segment and, now, the EP Minerals, LLC (EP) segment, which combined represent approximately 28% of total pro forma revenue for 2017. The credit profile also reflects the company's exposure to cyclical end markets and reliance on the hydraulic fracturing industry for the majority of its revenue and operating income. Importantly, Moody's credit view incorporates the volatility in operating performance associated with the company's key oil and natural gas end markets which experienced prolonged and material weakness in 2015 and 2016. Moody's expect key credit metrics will continue to improve on the strength of frac-sand demand, increasing volumes, stable-to-improving prices, and healthy end market conditions. U.S. Silica's SGL-2 reflects the company's good liquidity position over the next 12-18 months, supported by approximately $300 million in cash on hand and $90 million of revolver availability expected at the EP closing. The company will have a $100 million senior secured revolving credit facility which expires in 2023. At December 31, 2017, the company had $385 million of cash-on-hand and no borrowings outstanding under its $50 million revolver. Revolver availability was $45 million, reflecting $4.5 million allocated for letters of credit as of year-end 2017. The company has no near term debt maturities. The $1.28 billion Term Loan Facility matures 2025. Moody's note that the company has a history of maintaining strong liquidity, even through the challenges of 2015 and 2016. The stable outlook reflects favorable supply/demand dynamics and Moody's expectation that adjusted operating income and key credit metrics will improve from higher volumes and stable pricing. The stable outlook also assumes that U.S. Silica will maintain ample liquidity to fully cover its annual fixed costs and fund its growth initiatives. Moody's indicated that the ratings could be upgraded if adjusted debt to tangible book capitalization is maintained under 50%, adjusted EBIT-to-interest is sustained well above 3.0x, and adjusted operating margin approaches 25%. A rating upgrade would also require robust liquidity, strong free cash flow generation, and healthy oil and natural gas end markets. The ratings could be downgraded if adjusted EBIT-to-interest declined below 2.5x, adjusted operating margin deteriorates, or adjusted debt to tangible book capitalization increases above 60%. In addition, a ratings downgrade could result from a deterioration in liquidity or weakened financial flexibility, possibly due to aggressive growth, large debt-funded acquisitions or shareholder friendly activities. The principal methodology used in these ratings was Building Materials Industry published in January 2017. Based in Frederick, Maryland, U.S. Silica operates 20 silica mining and processing facilities and is one of the largest producers of silica and engineered materials derived from industrial minerals in North America. The company holds approximately 765 million tons of reserves, including 323 million tons of API spec frac sand. After the acquisition of EP, U.S. Silica will gain control of 7 plants that process diatomaceous earth (DE), perlite and mineral clay. U.S. Silica is currently organized into two segments: (1) Oil & Gas Proppants (Oil & Gas), which serves the oil & gas exploration and production industry, and (2) Industrial & Specialty Products (ISP), which serves the foundry, automotive, building products, sports and recreation, glassmaking and filtration industries. EP sells its products to a diverse set of customers primarily providing DE for filtration purposes, from food and beverage to biofuels end markets. In 2017, U.S. Silica generated $1.2 billion of revenue, 80% from Oil & Gas and 20% from ISP. Pro forma for EP, the combined businesses generated $1.4 billion of revenue in 2017. VER TECHNOLOGIES: April 12 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, United States Trustee for Region 3, will hold an organizational meeting on April 12, 2018, at 10:00 a.m. in the bankruptcy case of VER Technologies HoldCo LLC. The meeting will be held at: Office the U.S. Trustee 844 King Street, Room 3209 Wilmington, Delaware 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. VER Technologies, et al., are suppliers of rental production equipment and solutions with over 290,000 separate pieces of rental equipment located across the United States, Canada, and Europe. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Case No. 18-10834) on April 5, 2018. In its petition signed by Digby Davies, CEO. VER Technologies HoldCo's disclosed $0 to $50,000 in assets and $ $10 million to $50 million in liabilities. The Hon. Kevin Grosspresides over the case. The Debtors hired Domenic E. Pacitti, Esq., Morton Branzburg, Esq., Joshua A. Sussberg, P.C. of KIRKLAND & ELLIS INTERNATIONAL LLP as bankruptcy counsel. VER TECHNOLOGIES: Files Chapter 11 to Facilitate Merger Into PRG ---------------------------------------------------------------- VER on April 5, 2018, disclosed that, as part of a comprehensive transaction supported by its second lien lenders, including funds managed by GSO Capital Partners, it has entered into an agreement to merge with an entity controlled by Production Resource Group LLC ("PRG"). To facilitate the implementation of this pre-negotiated transaction, VER on April 5 filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. These filings only affect the Company's North American operations. By uniting, PRG and VER will meet evolving client needs and offer solutions, resources and expertise in ways neither company could achieve independently. Clients will have access to an extraordinary array of equipment and services, and the most talented team in the industry. VER will continue operating in the normal course during the Chapter 11 process. Clients who have on-going productions as well as new clients who sign on with the company during the process, can be confident that their project will not be interrupted. All employees will receive their usual wages and benefits, and VER expects to work constructively with its suppliers as usual. Additionally, because VER has already reached agreements with certain key stakeholders on the framework of its restructuring plan, VER expects to emerge from Chapter 11 quickly. "Entering into this agreement and undertaking the court-supervised restructuring process will greatly reduce VER's outstanding debt and position the company for the merger with PRG," said Digby Davies, CEO of VER. "VER remains a strong business with more customers than ever before, and a customer satisfaction rating that is highest in the industry. The actions announced today will provide a stronger capital structure and sufficient cash to fund operations." Mr. Davies continued, "During the process we will continue to provide our clients with the largest inventory of equipment and unmatched reliability and expertise. Clients will work with their trusted VER representative and their projects will not be interrupted." "We are pleased to enter into this agreement with VER and partner with GSO," said Jere Harris, Chairman and CEO of PRG. "VER's terrific client base and vast product and service offerings are a natural complement to our business. Upon completion of the transaction, we look forward to working closely with the talented VER team to strengthen our business and deliver even greater value and service to our clients." In conjunction with the proposed transaction, VER has received commitments from existing lenders, including funds managed by GSO Capital Partners, for up to $364.7 million in debtor-in-possession (DIP) financing to support its continued operations during the Chapter 11 process. VER has filed a number of customary first day motions with the Bankruptcy Court seeking authorization to continue to support its business operations during the transaction process, including authority to continue to pay wages and provide health and other employee benefits without interruption and to continue programs which support VER's service to its customers. VER intends to pay suppliers in full under normal terms for goods and services provided after the filing date of April 5, 2018. Additional information is available on VER's website at VER.com/restructure. Court documents and additional information can be found at a dedicated website administrated by VER's claims agent, KCC, at www.kccllc.net/VER, or by calling KCC at 877-634-7163 (toll free) or 424-236-7219 (if outside of the United States or Canada). About Production Resource Group PRG -- http://www.prg.com-- is a provider of entertainment and event technology solutions. PRG provides comprehensive and discreet services to an array of clients in the live music, TV/Film, Broadway, sports, gaming, corporate experiential and live events markets. Clients and partners depend on PRG's innovation, experience and depth of experience in audio, video, lighting, rigging, staging, and scenery and automation systems to bring their stories to life. With 44 offices across North America, South America, Europe, Middle East, Asia, and Australia, PRG has capabilities to provide services worldwide. PRG is owned by The Jordan Company and Management. About VER Techonologies VER Technologies is a global provider of production equipment and engineering support. With the world's largest inventory of rental equipment, VER supplies the most advanced technology to a broad array of clients in the TV, cinema, live events, broadcast and corporate markets. Clients rely on VER's depth of experience in Broadcast, Audio, Video, Lighting, LED, Cameras, Rigging, Media Servers, Fiber and more. With 35 offices across North America and Europe, 24/7 support, and unparalleled expertise, VER can support any live or taped production anywhere in the world. VER Technologies, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Case No. 18-10834) on April 5, 2018. In its petition signed by Digby Davies, CEO. VER Technologies HoldCo disclosed $0 to $50,000 in assets and $ $10 million to $50 million in liabilities. The Hon. Kevin Grosspresides over the case. Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP are serving as VER's legal counsel, AlixPartners LLP is serving as its restructuring advisor and PJT Partners is serving as its financial advisor. Skadden, Arps, Slate, Meagher & Flom LLP, and Perella Weinberg Partners are serving as advisors to Bank of America Merrill Lynch. FTI Consulting and Morgan, Lewis & Bockius LLP are serving as advisors to GSO Capital Partners. VERMEIL LLC: Schemo Buying Brooklyn Condo Units for $2.3M --------------------------------------------------------- The Vermeil, LLC and Sterling & Seventh, LLC, ask the U.S. Bankruptcy Court for the Eastern District of New York to authorize the sale of the real property known as (i) 133 Sterling Place, Unit 1D, Brooklyn, New York for $1,110,000; and (ii) 133 Sterling Place, Unit 1E, Brooklyn, New York for $1,220,00, to Jesse E. Schemo. A hearing on the Motion is set for April 26, 2018 at 10:00 a.m. Objections, if any, must be filed at least seven days before the return date of the within Motion. The Vermeil owns and manages a condominium apartment in a building located at 133 Seventh Place. Said condominium apartment is rented. Sterling & Seventh is the predecessor in interest to The Vermeil. On March 5, 2008, a time substantially prior to the filing of the instant Cases, Sterling & Seventh assigned its assets and liabilities to The Vermeil. Sterling & Seventh no longer conducts business, it has no assets. It has not conducted any business for at least five years. By Order dated March 15, 2018 and entered on March 15, 2018, the Court approved the retention of Maltz Auctions, Inc., to inter alia, market and sell (via an auction) the Debtor's Real Property. At a Court Conference held on March 13, 2018, the Court permitted the Debtor, through Maltz to conduct an auction sale of the Real Property on March 21, 2018, subject to confirmation of the sale by the Court. By the Motion, the Debtor asks the Court to approve the sale of the Real Property. On March 21, 2018, Maltz conducted an auction sale of the Real Property. There were several bidders on both apartment Units. The opening bid on each Unit was $800,000. At the fall of the hammer, Unit 1D brought the sum of $1,110,000 and Unite 1E brought the sum of $1,220,000. Both Units were sold to the Buyer, who has deposited with the Affirmant the required deposits ($177,600 for Unit 1D and $195,200 for Unit 1E). As the sale price exceeded the liquidation value by $730,000, as the secured creditor accepted the sale price (by not credit bidding to reject the sale), it is represented to the Court that the sale price as realized at the auction was fair to all parties concerned. The successful bidder and putative purchaser executed Memorandums of Sale (with Terms and Conditions of Sale attached) for the Real Property. The Terms and Conditions of Sale require payment of the balance due for each Unit within 30 days of the Court Approval Date. The putative purchaser has represented to the Affirmant his ability to close as soon as the Court confirms the sale. The proceeds realized from the sale are sufficient to satisfy obligations set forth in the Proposed Plan, including immediate payment of outstanding Administrative Expenses (including common charges)(approximately $105,000), outstanding Real Property Tax Liens, outstanding Real Property Taxes and Priority Tax Claims. Sufficient funds also exist to hold in escrow the sum of $45,000 necessary to resolve the claim that Leo Fox, Esq., has against the secured creditor, Jacob Rosenberg. The Debtor also asks the Court's authorization to pay the outstanding Administrative Expenses, outstanding Real Property Tax Liens, outstanding Real Property Taxes and Priority Tax Claims and all other obligations necessary to close and transfer title to the Purchaser (for the two Units). The balance of the monies received at the Closing will be held in escrow pending the expiration date of the Bar Date for filing claims in the case and then to be distributed in accordance with the Plan unless claims have been filed which modify or affect the present priority of claims, in which case the Court will make determinations on the distribution with respect to the property involved in the claims that are subject to a dispute. The sale of the Property will take place free and clear of all liens, claims and encumbrances, with all liens, claims and encumbrances to attach to the proceeds of sale. The Transfer of title will be exempt from any taxes, transfer taxes, recording fees, or other charges which may be exempted under Section 1146 of the Bankruptcy Code. Notwithstanding anything to the contrary, the Purchases accepts the property, "as is, where is" with all faults, as further defined in Paragraph 16 of the Terms and Conditions of Sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Vermeil_LLC_134_Sales.pdf Based upon the foregoing, the proposed sale is beneficial to the Debtor's Estate. The Debtor asks that any order approving the sale of the Real Property include a waiver of the stay under Bankruptcy Rule 6004(h). The Purchaser: Jesse E. Schemo 60 Valley Forge Dr. E. Brunswick, NJ 08816 Telephone: (908 705-5039 E-mail: jesseschemo@gmail.com About The Vermeil LLC Headquartered in Brooklyn, New York, The Vermeil LLC filed for chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-44136) on Sept. 8, 2015, listing its estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by Jacob Pinson, managing member. By Order dated Nov. 28, 2017 and entered on Nov. 29, 2017, the Court conditionally approved the Debtor's Third Amended Disclosure Statement. By Order dated March 15, 2018 and entered on March 15, 2018, the Court approved the retention of Maltz Auctions, Inc., doing business as Maltz Auctions, as Auctioneer. VERONICA CAZAREZ: Stalbergs Buying Los Angeles Property for $2.5M ----------------------------------------------------------------- Veronica Cazarez asks the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures in connection with the sale of her residential real property located at 8787 Appian Way, Los Angeles, California to John and Linnea Stalberg for $2.5 million, subject to overbid. A hearing on the Motion is set for April 25, 2018 at 10:00 a.m. The Debtor's primary asset is the Property. The Property is a 4,390 square foot, single family residence, with 5 bedrooms and 7 bathrooms situated on an 8,261 square foot lot. Based on offers received for the Property, the Stalberg Purchase Agreement, and consultation with her real estate broker, the Debtor believes that, under the circumstances, the Property has a fair market value of at least $2.5 million and possibly more. The Property is encumbered by a first priority deed of trust securing the claim of Caliber in the alleged approximate amount of $2,173,226.67 the Caliber as of Oct. 1, 2017 based on Caliber's Amended Proof of Claim No. 3 filed on Oct. 5, 2017. For the purposes of the Motion, the Debtor is using an assumed Caliber Claim amount of $2,263,834, which is the Caliber Claim amount of $2,173,227 as of Oct. 1, 2017, plus interest through an expected closing date in no later than May 2018.3 In addition to the Caliber Claim, the Debtor also has certain administrative claims that arose after the Petition Date and approximately $188,000 in unsecured debt. The Debtor has not had regular monthly income from employment since 2012. Based on the nonpayment of amounts owed to Caliber, Caliber recorded a notice of default against the Property and scheduled a foreclosure sale of the Property for May 19, 2017. In order to protect her substantial equity in the Property and in order to deal with amounts owed to other creditors, the Debtor filed her bankruptcy case, which stayed the foreclosure sale. The Debtor's original exit strategy was to have Cyrene Global Marine Partners close one or more transactions and make payments to the Debtor. She decided to pursue a new exit strategy of selling the Property and using the proceeds from the sale of the Property to (1) pay all allowed claims in full and then to seek dismissal of the Debtor's case or (2) in the event dismissal is not approved or proceeds from the sale of the Property are insufficient to pay all allowed claims in full, fund a plan. In furtherance of her new exit strategy, on Dec. 5, 2017, the Debtor employed Douglas Elliman of California, Inc. as her broker for the purpose of marketing the Property for sale which the Court approved on Jan. 3, 2018. The Broker's marketing efforts resulted in numerous views on the MLS and other online platforms and approximately 12 private showings to unique buyers. In addition to the foregoing, the Broker will continue to market the Property through the Auction date in an effort to attract Overbidders. The Stalberg Purchase Agreement is the result of arm's-length negotiations. Other than in connection with the proposed sale of the Property, the Debtor has no prior connections with and has never met the Buyer. The principal terms and conditions of the proposed sale to the Buyer, subject to overbid, are: a. Name of Buyer: John and Linnea Stalberg (i.e., the “Buyer”), b. Asset: The Property. c. Purchase Price: $2.5 million subject to overbid pursuant to the Overbid Procedures d. Deposit: $75,000 (3% of the Purchase Price) e. Estimated Costs of Sale: Total of 8% comprised of a 5% commission for the Debtor’s broker, plus other customary closing costs f. Condition of Asset/Property: "As Is" and "Where Is" g. Contingencies: The Stalberg Purchase Agreement contains customary financing and inspection contingencies. However, assuming the sale under the Stalberg Purchase Agreement and the related Auction described herein are proceeding before the Court at the hearing and auction date, all contingencies will have been removed by such date, other than the requirement of the entry of the Sale Order approving the sale of the Property to the Buyer. h. Other Terms: The Debtor's sale of the Property will be free and clear of any and all liens, claims, encumbrances, and interests. i. Potential Tax Consequences: Based on the original purchase price paid by the Debtor for the Property, the proposed Purchase Price, capital expenditures to improve the Property, and the California exemption for a portion of the capital gains on the Property, the Debtor does not believe that she will have to pay capital gains taxes on any gain from the sale of the Property. The salient terms of the Bidding Procedures are: a. Bid Deadline: b. Initial Overbid Amount: The Purchase Price of $2.5 million, plus at least $20,000 more c. Deposit: 3% of the Initial Overbid Amount d. Auction: The Auction will be held concurrently with the hearing on the Motion set for April 25, 2018 at 10:00 a.m. e. Bid Increments: $10,000 or amounts that are wholly divisible by $10,000 The Debtor believes that the proposed Overbid Procedures, together with efforts already undertaken by the Broker to market the Property and by the Debtor and the estate to negotiate and enter into the Stalberg Purchase Agreement, will result in the Debtor and the estate receiving the highest and best price for the Property under the circumstances. A copy of the Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Veronica_Cazarez_91_Sales.pdf The proposed sale is expected to generate proceeds sufficient to pay allowed secured claims in full. The sale also make sense because it will stop the accrual of carrying costs related to the Property, including over $11,000 in monthly accruals on the Caliber loan, real estate taxes, utilities, etc. Based on the foregoing, the Debtor submits that the proposed sale of the Property is in the best interests of the estate and its creditors and, therefore, represents a sound exercise of her business judgment. Accordingly, she asks the Court to approve the relief requested. The Debtor asks that the Court waives the stay under FRBP 6004(h) and that the Sale Order be effective immediately upon entry. The Creditor: CALIBER HOME LOANS, INC. 1st TD Mortgage Loan P.O. BOX 650856 Dallas, TX 75265-0856 Veronica Cazarez sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-16174) on May 18, 2017. The Debtor tapped Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P as counsel. On Jan. 3, 2018, the Court appointed Douglas Elliman of California, Inc. as broker. VILLAGE VENTURE: Wilkersons Buying Garland Property for $19K ------------------------------------------------------------ Village Venture Realty, Inc., asks the U.S. Bankruptcy Court for the Western District of Arkansas to authorize the sale of the real property located at Lot 33 Bright Morning Star Development, Garland County, Arkansas to Richard and Jamie Wilkerson for $18,900. The objection deadline is 28 days from the date of the Notice. However, concurrent with the filing of the Motion to Sell Real Property, the Debtor has also filed a Motion to Shorten Time to Object. If the Court grants the Motion to Shorten Time to Object, any objections must be filed within 10 days from the date of the notice rather than the 28 days stated. The Debtor listed the Property on its "Schedule A" with a reported value as of the petition date of $12,000. Its Chapter 11 plan has not been confirmed. The Buyers have offered to buy the Property for $18,900, with $1,000 as earnest money deposit. The Debtor has accepted the offer. The parties have entered into a contract for sale of the Property. The Debtor believes the price in the Contract is fair and reasonable. It is the owner of record pursuant to a Quit Claim Deed which is on file with the Garland County Circuit Court, Real Estate Records Division. The Debtor proposes to sell the Property, free and clear of all liens and encumbrances, the real estate and pay any fees necessary to close on the real estate with all liens to attach to sales proceeds. The Proceeds from the sale will first be used to pay the Debtor's closing costs, including real estate commissions to realtors, and real estate taxes. The remaining proceeds will go to Quest IRA. A final copy of the HUD-1 Settlement Statement will be provided to the trustee within 15 days of closing. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Village_Venture_51_Sales.pdf About Village Venture Realty Village Venture Realty, Inc., doing business as Village Ventures Realty, Inc., and ERA Equity Group, is a privately held real estate company based in Hot Springs Village, Arizona. Village Venture lists and sells properties of other people and buys properties for subdivisions, building out roads, utilities, and other infrastructure. The company also entered into the business of financing home sales in its subdivisions. The Company previously sought bankruptcy protection on Feb. 8, 2016 (Bankr. W.D. Ark. Case No. 16-72187) and on Sept. 14, 2016 (Bankr. W.D. Ark. Case No. 16-70284). Village Venture again sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 17-73221) on Dec. 28, 2017. In the petition signed by Gary Coleman, ites president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Jennifer M. Lancaster, Esq., at Lancaster Law Firm, serves as bankruptcy counsel to the Debtor. ABC Law Center is the co-counsel. VINCENT WALCH: CNB Bank Renews Bid for Chapter 11 Trustee --------------------------------------------------------- CNB Bank & Trust, N.A., formerly Carlinville National Bank, filed a second motion with the U.S. Bankruptcy Court for the Central District of Illinois seeking the appointment of a chapter 11 trustee for Vincent J. Walch and Alexis L. Walch. The Court has previously granted CNB Bank's motion for the appointment of an examiner in this matter. Roger W. Stone was appointed as the examiner by Order of the Court on June 22, 2017. Mr. Stone completed his examination of the accounts and affairs of the Debtors, and on August 21, 2017, his Final Report and supporting documents were filed with the Court. The Report generally confirmed that for months before and up to the eve of bankruptcy, and at a time when Debtors knew or should have known that the filing of a petition for bankruptcy was eminent or necessary, the Debtors have been engaged in various pre-petition actions and conduct that raise suspicion that certain of Debtors' payments and transfers may have been misrepresentations and/or avoidable, that Debtors were unable to manage their business and financial affairs, and additional and questionable business activities had or were continuing to occur. Subsequently, and generally after much negotiation, the Debtors obtained the Court's approval to incur secured debt and plant a 2017 crop. Those crops have now been harvested and additional harvest, business and financial information has been provided, monthly reports and exhibits presented, and a Disclosure Statement and Chapter 11 Plan have been filed. Despite the pending bankruptcy, and the obvious need for Debtors to improve upon the management of their finances and operation, CNB contends that the Debtors have made little if any progress on their financial recovery, and have generally continued to carry on many of the pre-petition activities which, per the Report, likely resulted in the filing of their petition in the first instance. CNB Bank tells the Court that the Debtors have, at a minimum, engaged in the following actions that call into question the trustworthiness of Debtors and their prospects to present a plan that can be confirmed -- all of which support the need for a chapter 11 trustee to protect the interests of the creditors: (a) The Debtors have engaged in borrowing and spending habits that are in part untraceable. The Debtors' lack of financial discipline was identified by the Examiner's Report as a significant pre-petition problem, and it certainly appears that Debtors' post-petition borrowing and financial discipline has not improved; (b) The Debtors have borrowed funds far in excess of the amounts approved by the Court and represented by Debtors as necessary for Debtors to carry on their business. A total of $192,450 in secured post-petition borrowing was approved by the Court, however, the Debtors have drawn $344,296 on their loans with First National Bank of Nokomis, or $151,846 more than was authorized as secured borrowing pursuant to the Court's orders; (c) The Debtors utilized borrowed funds for unnecessary and unauthorized capital purchases. The Debtors disregarded the Court's orders and spent $48,882 of the borrowed funds to acquire woodworking equipment and materials, each transaction being beyond Debtors' ordinary course of business; (d) The Debtors knowingly made payments of pre-petition debts which they failed to disclose and without obtaining authority to pay them; (e) The Debtors knowingly paid the debts of third-parties from the DIP account, most likely with post-petition borrowed funds. The Debtors and Mark Hughes jointly and equally own a 2016 Lexion 760 TT combine financed by Claas Financial, and they both have traditionally each paid one-half of the annual payment to Claas of approximately $35,000. As reflected in the DIP account, the Debtors executed check number 1057 in the amount of $35,259 and paid 100% of the annual combine payment, thus paying the one-half typically paid by Mark Hughes; (f) The Debtors conducted financial transactions which did not pass through their DIP account; (g) The Debtors continued reliance upon the credit and accounts of others to provide the necessary working capital for their operation, both pre- and post-petition; and (h) The Debtors have thus far taken no effort to recover preferential payments totaling $248,894. As such, CNB Bank finds Debtors' overall conduct and business management a pattern of intentionally harmful conduct as to creditors' rights and collateral, which evidences Debtors dishonesty, incompetence and gross mismanagement of the estate without regard to the rights of their creditors and the bankruptcy process. For these reasons, CNB Bank asserts that the appointment of a disinterested Chapter 11 trustee is in the best interest of all creditors. Vincent J. Walch and Alexis L. Walch filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-70467) on March 27, 2017, and are represented by Douglas Antonik, Esq. WESTERN CPE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Western CPE, LLC 243 Pegaus Dr Bozeman, MT 59718 Business Description: Western CPE, LLC provides continuing education to CPAs, accounting, and finance professionals. Since 1991, Western CPE's instructors have been offering live conferences, live webcasts, and self- study materials. Chapter 11 Petition Date: April 6, 2018 Case No.: 18-60291 Court: United States Bankruptcy Court of Montana District of Montana (Butte) Debtor's Counsel: James A. Patten, Esq. PATTEN PETERMAN BEKKEDAHL Ste 300, The Fratt Bldg 2817 2nd Ave N Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 E-mail: apatten@ppbglaw.com Total Assets: $2.38 million Total Liabilities: $3.26 million The petition was signed by Vernon B. Hoven, 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/mtb18-60291.pdf WESTMORELAND COAL: Widens Net Loss to $71.3 Million in 2017 ----------------------------------------------------------- Westmoreland Coal Company filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss applicable to common shareholders of $71.34 million on $1.38 billion of revenues for the year ended Dec. 31, 2017, compared to a net loss applicable to common shareholders of $27.10 million on $1.47 billion of revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Westmoreland Coal had $1.38 billion in total assets, $2.13 billion in total liabilities and a total deficit of $743.44 million. "Cash flow generated by our business exceeded expectations in 2017 as we benefited from our safe and efficient operations and meeting our customer requirements under the long-term sales contracts," said Interim President and Chief Executive Officer, Michael Hutchinson. "As we previously noted, we are working diligently to improve our capital structure so it better matches our cash flow profile." Gary Kohn, Westmoreland's chief financial officer, stated, "Together with our financial and legal advisers we are designing an improved capital structure for Westmoreland Coal and all of our subsidiaries. Our aim is to create a capital structure that better aligns with our cash flow and allows for an improved balance sheet. During the restructuring process, we have remained focused on safety and on providing our customers with the level of service they have come to expect from Westmoreland." Westmoreland finished the year with $103.2 million in cash and cash equivalents, up from $60.1 million at Dec. 31, 2016. At Dec. 31, 2017, the Company had an undrawn $50 million revolving credit facility, of which $28.7 million, net of letters of credit and borrowing base restrictions, was available for borrowing. Free cash flow generated in 2017 was $129.6 million, which was the result of strong operations, favorable year-end working capital, and a net $13.4 million of released bond collateral. Bond collateral returns were previously included in cash from investing activities, but are now included on several lines of cash from operating activities on the cash flow statement. As a result, bond collateral return is included in free cash flow generation. Capital expenditures totaled $35.0 million, and net cash from loan and lease receivables was $50.5 million. Included in cash flow provided by operations were cash uses for interest expense of $98.1 million and for asset retirement obligations of $43.4 million. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Ernst & Young LLP stated that the Company has a substantial amount of long-term debt outstanding, is subject to declining industry conditions that are negatively impacting the Company's financial position, results of operations, and cash flows, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/6z1pfS About Westmoreland Coal Based in Englewood, Colorado, Westmoreland Coal Company -- http://www.westmoreland.com/-- is an independent coal company based in the United States. Westmoreland's coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP). * * * In March 2016, Moody's Investors Service downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. The downgrade reflects Moody's expectation that the Company's leverage metrics and cash flow generation will continue to be under stress due to the headwinds facing the coal industry. In March 2018, S&P Global Ratings lowered its issuer credit rating on Westmoreland Coal Co. to 'CCC-' from 'CCC' and placed all of its ratings on the company on CreditWatch with negative implications. "The rating downgrade reflects our view that Westmoreland Coal Co. (WLB) could breach its fixed charge coverage in the next three to six months. This would cause a cross default with its term loan and senior notes that would become immediately due. Westmoreland has a $321 million term loan that matures in December 2020, and $350 million of senior secured notes that mature in January 2022," S&P said, according to a TCR report dated March 13, 2018. WILLIAM ABRAHAM: Creditors Seek Appointment of Chapter 11 Trustee ----------------------------------------------------------------- Ivan Aguilera and IGSFA Management, LLC, request the U.S. Bankruptcy Court for Western District of Texas to convert William David Abraham's Chapter 11 proceeding to one under Chapter 7 of the Bankruptcy Code, or in the alternative, to appoint a Trustee in this case. William D. Abraham is a well-known businessman in El Paso, Texas. Mr. Abraham has a portfolio of at least 15 downtown buildings, including several prominent, historical ones. The City has filed numerous enforcement actions against Abraham for code violations. Most, if not all of his properties have other liens on them for back taxes, and child support, among others. Beginning in 2014, Ivan Aguilera and Mr. Abraham entered into an agreement in which Aguilera agreed to make a $105,000 deposit to a bank toward the acquisition of a foreclosure property located at 353-355 Calle Tetuan in San Juan, Puerto Rico. In exchange, Aguilera was to receive a 33% interest in the ownership of the property. However, despite Aguilera's compliance with the Agreement, Abraham did not acquire the Property. Instead, Abraham approached a third party, Tetuan 355 LLC about purchasing the Property from the bank. Ultimately, Tetuan purchased the Property from the bank and received a $105,000 credit from the bank for the $105,000 deposit paid by Aguilera. Tetuan did in fact pay Abraham the $105,000 for the credit it received from the bank in exchange for Abraham releasing any claims he had to the Property. Despite Abraham's receipt of the $105,000 that was paid by Aguilera, Abraham never returned those funds to Aguilera. Consequently, Aguilera filed a complaint against Abraham and Tetuan. On October 3, 2017, a Final Judgment was entered against Abraham in the amount of $105,000. However, as of the Petition Date, no part of the Final Judgment has been satisfied. IGSFA and Abraham entered into a contract, pursuant to which IGSFA committed to, inter alia, have the Artist perform a concert in El Paso, Texas. In exchange, Abraham was contractually obligated to, inter alia, provide IGSFA with the greater of $300,000 or 70% of the Gross Box Office Receipts, after reimbursement/deduction of Approved Expenses for the performance of the Concert. In addition, the Contract required Abraham to, use commercially reasonable efforts to obtain sponsorships for the Concert and to sell Concert Merchandise. Moreover, the Contract obligated Abraham to provide to IGSFA 70% of the Net Revenues of any sponsorship for the Concert and 100% of the net revenues for the sale of merchandise related to the Concert. On February 18, 2015, the Artist performed the Concert in El Paso, Texas. The Gross Box Office Receipts for the Concert were $1,238,633 and the Approved Expenses for the Concert were $264,808. Despite his contractual obligation, Abraham failed to provide IGSFA with any remuneration for Approved Expenses, Concert Compensation, Sponsorship Compensation or Merchandise Compensation for the Concert (and never even provided IGSFA with information concerning sponsorship for the Concert or merchandise sales for the Concert). Instead, Mr. Abraham converted all of the Concert Compensation to his own use and benefit. As a result, IGSFA filed a Complaint against Abraham, and on February 8, 2017, a Final Judgment and order Granting Plaintiff's Motion for Summary Judgment was entered against Abraham in the amount of $1,035,047. On September 6, 2017 a Final Judgment Granting Motion to Determine Amount of Attorney's Fees and Costs to be Awarded to Plaintiff was entered against Abraham in the amount of $108,755. As of the Petition Date, the Summary Judgment has been credited in the amount of $14,000 but no part of the Attorney's Fee Judgment has been satisfied. On December 14, 2017, the El Paso County Sheriff's Office levied upon 11 pieces of non-exempt real property owned by Abraham and noticed the sale of the real property for February 6, 2018. In addition to the Sheriff's Sale, a non-judicial foreclosure sale was also scheduled for February 6 against three other pieces of real property. However, on the morning of the scheduled Sheriff's Sale and the foreclosure sale, Abraham, as well as one of his entities, Franklin Acquisitions, LLC filed for relief under Chapter 11 of the Bankruptcy Code. Aguilera and IGSFA contends that Abraham has not maintained any of the properties which he and Franklin Acquisitions, LLC own. Those properties have tax liens on them. They do not have tenants. They do not generate income. As a result, there are no funds to perform the necessary repairs. Aguilera and IGSFA tells the Court that over the years, the Debtor refused to sell any of his real property to individuals interested in acquiring and rehabilitating some of the historic buildings that he owns, such as the Kress and Caples Buildings, despite the fact that he cannot pay for or maintain the buildings. Also, the City has fined Abraham millions of dollars for failing to bring his properties up to standard. In addition, Mr. Abraham was hauled before an administrative law judge ("ALJ") in Austin because the elevators in the Toltec Building were unsafe. The ALJ, during the course of the proceedings, was going to call the individual (Cromwell Morgan) in El Paso who supposedly was to bring the elevators into compliance. To prevent that from happening, Abraham and his mother began texting Mr. Morgan telling him not to answer the phone. Subsequent to the hearing, Abraham forged a letter from Mr. Morgan stating that the elevators were being repaired and actually filed the same in the administrative proceedings for the purpose of convincing the ALJ not to shut down the Toltec elevators. In addition to the fraud perpetrated on the ALJ, the Court will note that Abraham testified at the May 10, 2017 hearing that he lived in a residential apartment in the Toltec Building. That is seven days prior to Mr. Abraham swearing, in the Florida litigation with IGSFA that he lived with his mother. Turning back to the proceeding before the ALJ, Judge Burkhalter stated, in his Decision and Order, that Abraham had transferred title to the Toltec Building to Flat Iron, LLC some time ago, but that he had not recorded the transfer in the El Paso County deed records. However, a search of the Texas Secretary of State and the Texas Comptroller of Public Accounts websites reflect no such entity as "Flat Iron, LLC". There is also no evidence in the El Paso County Real Property records of any such entity. There are multiple other properties controlled by the Debtor which are not in the Debtor's name, but rather are in the name of various LP's and LLC's that the Debtor controls. For example, the Kress Building, in which multiple parties have an interest, is owned by Reliable Development, LP. Both Reliable Development, LP and its general partner, Two Republics Developers, LLC, have had their charters forfeited. In fact, those charters have been forfeited for more than four years which means that they cannot be reinstated. Based on this conduct, the Debtor is not someone who can be trusted to maintain his properties. Thus, Aguilera and IGSFA assert that all these issues need to be investigated by a Trustee. They further assert that Properties not in the Debtor's name need to be brought into the estate and only a bankruptcy trustee could competently perform the liquidation of the assets of the estate of this Debtor in an efficient and expeditious manner. Attorneys for Ivan Aguilera and IGSFA Management, LLC: Harrel L. Davis III, Esq. Gordon Davis Johnson & Shane P.C. 4695 N. Mesa Street El Paso, Texas 79912 Phone: (915) 545-1133 Fax: (915) 545-4433 Email: hdavis@eplawyers.com William David Abraham filed for chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is represented by Omar Maynez, Esq. of Maynez Law. WJDDDS LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: WJDDDS, LLC aka William J. Downie DDS, LLC dba Downie Family Dentistry 982 Koehlinger Drive New Haven, IN 46774 Business Description: WJDDDS, LLC dba Downie Family Dentistry, operates a dental clinic in New Haven, Indiana. Chapter 11 Petition Date: April 5, 2018 Case No.: 18-10557 Court: United States Bankruptcy Court Northern District of Indiana (Fort Wayne Division) Judge: Hon. Robert E. Grant Debtor's Counsel: Daniel J. Skekloff, Esq. HALLER & COLVIN, PC 444 E. Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 Email: dskekloff@hallercolvin.com - and - Scot T. Skekloff, Esq. HALLER & COLVIN, PC 444 E. Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 E-mail: sskekloff@hallercolvin.com/ - and - Lindsey C. Swanson, Esq. HALLER & COLVIN, P.C. 444 East Main Street Fort Wayne, IN 46802 Tel: 260-426-0444 Fax: 260-422-0274 E-mail: lswanson@hallercolvin.com/ Total Assets: $3.22 million as of March 29, 2018 Total Liabilities: $1.84 million as of March 29, 2018 The petition was signed by William J. Downie, member. A full-text copy of the petition, along with a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/innb18-10557.pdf [*] Ankura Announces 2018 Senior Leadership Promotions ------------------------------------------------------ Ankura, a business advisory and expert services firm which leverages integrated governance, risk, compliance, turnaround and restructuring, and management consulting capabilities, on April 3, 2018, announced the promotions of three of its valued professionals to the title of Senior Managing Director, and three to the title of Managing Director. Ankura CEO Roger Carlile stated, "As our business has seen tremendous growth over the past year through organic growth, the creation of Ankura Trust Company, and acquisitions, we are continuously reminded that it is our impressive collection of talent that has made it all possible. Ankura's success is a testament to our dedicated team of professionals who are driving the client service industry through innovative thinking, diversified skillsets, a dedication to collaboration, and delivering unique and tailored solutions to help our clients seize valuable opportunities and solve complex challenges." "We are fortunate to have a deep bench when it comes to experienced senior leadership, and the promotions today reflect our commitment to preserving Ankura's intellectual capital that not only results in exceptional client service, but continues the evolution and growth of our business," said Mr. Carlile. In addition to the senior leadership promotions, 49 junior professionals were also promoted to roles as Senior Directors, Human Resources Business Partner, Directors, and Senior Associates. Senior Managing Directors Mr. Joseph N. Hoang specializes in assisting clients by leading teams in forensic, compliance, data analytics, and operations matters, with an emphasis on performance and process improvement, complex data management, analysis, and business intelligence, as well as value-based healthcare, reimbursement, and contracting. His 18 years of experience spans a variety of clients within the healthcare industry, including pharmaceutical manufacturers and wholesalers, pharmacy benefit managers, hospital and health systems, physician enterprises, health insurers, and managed care organizations. He has assisted these organizations with initiatives including clinical and financial analytics, data validation audits, information systems capability assessments and due diligence, large-volume claims billing and payment reviews, fraud, breach of contract, and contractor performance. Mr. Russell A. Perry has more than a decade of experience across complex financial situations involving distressed companies, with an emphasis on the US healthcare market. Mr. Perry's financial advisory experience spans interim management, financial statement analysis, financial projection development, liquidity and cash management, M&A support, stakeholder negotiations, balance sheet recapitalization/restructuring, DIP financing/sourcing, and bankruptcy preparation. His current and former clients include private and public companies, not-for-profit institutions, equity sponsors, secured and unsecured creditors, bond insurance companies, bond holders, and other related parties. Ms. Kasey Rosado has over 15 years of financial, operational, and leadership experience specializing in financial restructurings and operational turnarounds, including advising under-performing and distressed companies. Ms. Rosado has assisted companies, lenders, and financial sponsors in addressing complex financial and operational matters. She has worked on domestic and international engagements across a broad range of industries including retail and apparel, consumer products and manufacturing, healthcare, education, media and entertainment, restaurant food service, technology, municipal, and government. Managing Directors Mr. Brad Lohmeyer has ten years of experience leading and performing complex data analytics in fraud investigations, and in litigation consulting, business intelligence, and business insurance claims. He combines his education in finance and advanced analytics with his decade of experience in financial, accounting, and enterprise systems to assist clients in developing custom, analytics-based solutions to critical business challenges. Brad recently led an investigation involving an alleged scheme to write fraudulent insurance policies. Along with counsel, Brad and the team leveraged widely varied data, machine learning, and visualization to identify the fraud and advise the client on a regulatory and remediation strategy. Mr. Johnathan Bridbord is a 19-year veteran in the cybersecurity and computer forensics field, including a decade of leadership and supervisory roles in the Criminal Division of the United States Department of Justice. Immediately prior to joining Ankura, Johnathan was the assistant director of the DOJ's High Technology Investigative Unit. In this capacity, Mr. Bridbord supervised digital investigative analysts with forensic examinations of computer systems, mobile devices, and digital media; provided nationwide expertise to federal prosecutors and agents on cutting-edge data forensic issues; and provided expert witness testimony in federal district courts nationwide. Ms. Shelly Mady has nine years of experience in the application of data analytics related to Federal Corrupt Practices Act investigations, internal corporate investigation support, regulatory enforcement response, revenue restatement exercises, data remediation, and compliance monitoring across a wide variety of industries, with a focus in financial services. Ms. Mady has worked on numerous matters involving government agencies to establish fact patterns and anomalies in large disparate data sets, using advanced data mining techniques. She has also assisted stakeholders in compliance, legal, and risk functions with developing proactive continuous monitoring analytics. [*] Gregory Milmoe Joins Greenberg Traurig's Bankruptcy Practice ---------------------------------------------------------------- Global law firm Greenberg Traurig LLP has added J. Gregory Milmoe to its Boston and New York offices as a shareholder in the firm's Restructuring and Bankruptcy practice. Mr. Milmoe has long been recognized as a senior statesman within the restructuring community and has helped devise and refine many innovative restructuring techniques, which have become standard operating procedure. He brings to Greenberg Traurig wide-ranging corporate experience, including in-court and out-of-court restructurings, hostile and negotiated mergers and acquisitions, leveraged buyouts and corporate financings. Mr. Milmoe draws on this experience to help clients fashion pragmatic, sometimes novel, approaches to complex problems that frequently blend and adapt techniques from various legal disciplines. He is a Fellow of the American College of Bankruptcy and has been named a "Dealmaker of the Year" by The American Lawyer, among other honors. Mr. Milmoe retired from Skadden Arps Slate Meagher& Flom, LLP on Dec. 31, 2017 after a 47-year career during which he served, among other things, as co-chair of that firm's Corporate Restructuring Group. "We are delighted to welcome Greg to the firm," said Nancy A. Mitchell, co-chair of the firm's Global Restructuring & Bankruptcy Practice and a regional operating shareholder for the firm's New York and Boston offices. "His broad experience and reputation as one of the United States' leading restructuring lawyers will enhance and complement our strong and growing presence in the restructuring community." Terence P. McCourt, managing shareholder of the firm's Boston office, added, "With Greg's arrival, Greenberg Traurig further expands and strengthens its service offerings in Boston. His significant transactional and restructuring experience across a wide array of industries will benefit our clients and contribute to the growth of the office." Mr. Milmoe commented, "I am thrilled to join Greenberg Traurig to continue my career as a practicing lawyer. Greenberg Traurig is a very comfortable fit from a cultural point of view -- we share the 'walk through walls' approach to client needs, and I am looking forward to working with such distinguished and collaborative colleagues." About Greenberg Traurig's Restructuring & Bankruptcy Practice Greenberg Traurig's internationally recognized Restructuring & Bankruptcy Practice has broad advisory and litigation experience with the often-complex issues that arise in reorganizations, restructurings, workouts, liquidations, and distressed acquisitions and sales, in both domestic and cross-border situations and proceedings. With offices in commercial centers across the United States and throughout the world, the firm utilizes its invaluable business network to offer critical advice and counsel to multiple constituencies in insolvency situations. About Greenberg Traurig's Boston Office Established in 1999, Greenberg Traurig's Boston office is home to over 70 attorneys practicing in the areas of bankruptcy, corporate, emerging technology, energy, governmental affairs, intellectual property, labor and employment, life sciences and medical technology, litigation, public finance, and real estate. An important contributor to the firm's international platform, the Boston office includes a team of nationally recognized attorneys with both public and private sector experience. The team offers clients the value of decades of legal experience and hands-on knowledge of the local business community, supported by the firm's vast network of global resources. About Greenberg Traurig, LLP Greenberg Traurig, LLP (GT) -- https://www.gtlaw.com/ -- has more than 2,000 attorneys in 38 offices in the United States, Latin America, Europe, Asia and the Middle East. GT has been recognized for its philanthropic giving, was named the largest firm in the U.S. by Law360 in 2017, and is among the Top 20 on the 2017 Am Law Global 100. [^] BOND PRICING: For the Week from April 2 to 6, 2018 ------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Alpha Appalachia Holdings Inc ANR 3.250 2.048 8/1/2015 American Eagle Energy Corp AMZG 11.000 1.250 9/1/2019 Appvion Inc APPPAP 9.000 3.305 6/1/2020 Appvion Inc APPPAP 9.000 3.305 6/1/2020 Avaya Inc AVYA 10.500 4.409 3/1/2021 Avaya Inc AVYA 10.500 4.409 3/1/2021 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 55.496 9/15/2018 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 56.500 9/15/2018 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 18.500 6/15/2021 Bruce Mansfield Unit 1 2007 Pass Through Trust FE 6.850 27.000 6/1/2034 Cenveo Corp CVO 6.000 43.000 8/1/2019 Cenveo Corp CVO 8.500 9.813 9/15/2022 Cenveo Corp CVO 6.000 1.000 5/15/2024 Cenveo Corp CVO 8.500 10.500 9/15/2022 Cenveo Corp CVO 6.000 50.500 8/1/2019 Claire's Stores Inc CLE 9.000 58.000 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 7.750 10.000 6/1/2020 Claire's Stores Inc CLE 9.000 58.250 3/15/2019 Claire's Stores Inc CLE 7.750 10.000 6/1/2020 Claire's Stores Inc CLE 9.000 68.750 3/15/2019 Community Choice Financial Inc CCFI 10.750 69.458 5/1/2019 Creditcorp CRECOR 12.000 93.155 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019 DBP Holding Corp DBPHLD 7.750 54.750 10/15/2020 DBP Holding Corp DBPHLD 7.750 55.000 10/15/2020 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 46.000 4/15/2019 EXCO Resources Inc XCOO 8.500 12.309 4/15/2022 Egalet Corp EGLT 5.500 37.000 4/1/2020 Emergent Capital Inc EMGC 8.500 63.495 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.512 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.500 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.512 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 25.659 5/1/2020 Federal Home Loan Banks FHLB 2.000 95.150 11/10/2026 FirstEnergy Solutions Corp FE 6.050 31.322 8/15/2021 FirstEnergy Solutions Corp FE 6.050 31.592 8/15/2021 FirstEnergy Solutions Corp FE 6.050 31.592 8/15/2021 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GCP Applied Technologies Inc GCPAPP 9.500 110.145 2/1/2023 GenOn Energy Inc GENONE 9.500 80.000 10/15/2018 GenOn Energy Inc GENONE 9.500 79.845 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 Gibson Brands Inc GIBSON 8.875 79.136 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.075 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.945 8/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 6.300 33.375 4/1/2020 Interactive Network Inc / FriendFinder Networks Inc FFNT 14.000 70.250 12/20/2018 IronGate Energy Services LLC IRONGT 11.000 31.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.625 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 32.497 7/1/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.211 10/31/2017 MF Global Holdings Ltd MF 3.375 30.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.080 10/1/2020 Murray Energy Corp MURREN 11.250 36.229 4/15/2021 Murray Energy Corp MURREN 9.500 33.500 12/5/2020 Murray Energy Corp MURREN 11.250 34.568 4/15/2021 Murray Energy Corp MURREN 9.500 33.938 12/5/2020 Nine West Holdings Inc JNY 8.250 7.795 3/15/2019 Nine West Holdings Inc JNY 6.875 10.388 3/15/2019 Nine West Holdings Inc JNY 6.125 9.000 11/15/2034 Nine West Holdings Inc JNY 8.250 8.356 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 5.181 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 6.500 12/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 14.472 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 54.000 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 54.346 8/15/2019 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 65.657 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 65.657 1/15/2019 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.875 23.112 12/1/2020 Rex Energy Corp REXX 6.250 31.405 8/1/2022 SAExploration Holdings Inc SAEX 10.000 56.367 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 69.288 10/15/2018 Sears Holdings Corp SHLD 8.000 33.199 12/15/2019 Sears Holdings Corp SHLD 6.625 69.423 10/15/2018 Sears Holdings Corp SHLD 6.625 69.423 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 12.905 11/15/2024 Sempra Texas Holdings Corp TXU 6.550 12.905 11/15/2034 Sempra Texas Holdings Corp TXU 5.550 13.201 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.750 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.375 7/1/2019 TECO Finance Inc TE 2.308 98.807 4/10/2018 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Tesla Energy Operations Inc/DE SCTY 2.650 84.794 4/23/2018 Tesla Energy Operations Inc/DE SCTY 2.650 84.811 6/11/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 1.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.897 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 15.563 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.500 8/15/2021 Transworld Systems Inc TSIACQ 9.500 27.750 8/15/2021 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLB 8.750 34.376 1/1/2022 Westmoreland Coal Co WLB 8.750 33.608 1/1/2022 iHeartCommunications Inc IHRT 14.000 14.000 2/1/2021 iHeartCommunications Inc IHRT 7.250 18.500 10/15/2027 iHeartCommunications Inc IHRT 14.000 13.930 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.930 2/1/2021 ********* 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 ***