/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180416.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 16, 2018, Vol. 22, No. 105 Headlines 11380 SMITH: Sale of Colorado Real Property to Fund Proposed Plan 4 WEST HOLDINGS: Judge Directs Appointment of PCO 8281 MERRILL ROAD: Wants to Maintain Plan Exclusivity Until May 8 A.J. BART: Taps Joyce W. Lindauer as Legal Counsel ABACUS INVESTMENT: Seeks May 17 Extension of Exclusive Periods ACADEMY SPORTS: Bank Debt Trades at 19.83% Off ACOSTA INC: Bank Debt Trades at 16.60% Off ADVANTAGE SALES: $1.8BB Bank Debt Trades at 3.45% Off ADVANTAGE SALES: $225MM Bank Debt Trades at 3.45% Off ADVANTAGE SALES: $350MM Bank Debt Trades at 3.45% Off ADVANTAGE SALES: Bank Debt Trades at 5.85% Off AMGP RESTAURANT: Taps Morrison-Tenenbaum as Legal Counsel APEX PROPERTIES: S & E Mgmt. Buying Botetourt Property for $1.2M APEX PROPERTIES: S & E Mgmt. Buying Botetourt Property for $750K APEX PROPERTIES: S & E Mgmt. Buying Salem Property for $1.2M ATD CAPITOL: Wants to Move Exclusive Plan Filing Period to May 10 AUGUSTUS ENERGY: Seeks Court Approval to Employ OCPs AUGUSTUS ENERGY: Taps Davis Graham as Legal Counsel AUGUSTUS ENERGY: Taps Sullivan Hazeltine as Co-Counsel AUGUSTUS ENERGY: Taps TenOaks Energy as Marketing Agent BAB METAL: Settles Depco, Ascentium Plan Confirmation Objections BARBER TRANSPORTATION: Case Summary & 5 Unsecured Creditors BK RACING: Trustee Taps Finley Group as Financial Advisor BK RACING: Trustee Taps Grier Furr as Legal Counsel BLUFF CREEK: Proposes to Pay IRS in Full at 4% Over 60 Months BRACHA CAB: Needs Additional 90 Days to File Chapter 11 Plan BREITBURN ENERGY: Completes Chapter 11 Reorganization BRION'S RESTAURANT: Taps Maahs & VanLahr as Accountant C & D FRUIT: 2 More Unsecured Creditors Appointed to Committee C & M AIR: Taps Barron & Newburger as Legal Counsel CALIFORNIA RESOURCES: Buys Remaining Interests in Elk Hills CAPSTONE LOGISTICS: S&P Alters Outlook to Pos. & Affirms 'B-' CCR CARLETON FARMS: Case Summary & 20 Largest Unsecured Creditors CD&R HYDRA: S&P Rates $125MM Second-Lien Term Loan 'CCC+' CEC ENTERTAINMENT: Bank Debt Trades at 7.25% Off CEQUEL DATA: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable CHARBELL ENTERPRISES: U.S. Trustee Unable to Appoint Committee CIRCLE MEDIA: Files Chapter 11 Joint Plan of Liquidation CLAIRE'S STORES: Taps Hilco as Real Estate Advisor CLAIRE'S STORES: Taps Prime Clerk as Administrative Advisor CLINTON NURSERIES: Needs More Time for Plan Talks With Stakeholders COATES INTERNATIONAL: Enters Into Confidential Transactions COBALT INTERNATIONAL: Total Acquires Gulf of Mexico Assets COMSTOCK RESOURCES: Knighthead Calls Tender Offer 'Unacceptable' CORONADO GROUP: Moody's Hikes CFR to B1; Outlook Stable CROWNROCK LP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable CSM BAKERY: Bank Debt Trades at 3.75% Off EXTREME REACH: S&P Affirms 'B-' Corp. Credit Rating, Outlook Neg. FARGO TRUCKING: Given Until May 5 to File Plan of Reorganization FASTLANE HOLDING: S&P Raises CCR to 'B-', Off CreditWatch Positive FIDALGO 2010: New Plan to Pay Old Republic Monthly at 4% for 30 Yrs FIELDWOOD ENERGY: Closes Acquisition of Noble's Deepwater Assets FIRESTAR DIAMOND: Court Directs Appointment of Chapter 11 Examiner FOCUS FINANCIAL: Loan Upsizing No Impact on Moody's B1 CFR FQ/LB LP: Voluntary Chapter 11 Case Summary GENON ENERGY: Plan Filing Period Extended Through Dec. 14 GETTY IMAGES: Bank Debt Trades at 5.25% Off GIGA-TRONICS INC: Grants Amended Options to CEO and CFO GREENTECH AUTOMOTIVE: Taps Horne LLP as Tax Accountant HAGGEN HOLDINGS: Mark Felger Named Mediator in TNG Case HALO HOME: Unsecureds to Get 100% Over 84 Months at 1% Per Annum HALT MEDICAL: Seeks June 8 Exclusive Plan Filing Period Extension HAMKOR ENTERPRISES: U.S. Trustee Unable to Appoint Committee HILTON WORLDWIDE: Moody's Hikes Corporate Family Rating to Ba1 HME HOLDINGS: Court Approves Disclosure Statement HUSA INC: Taps Marilyn C. Anderson as Accountant ICAHN ENTERPRISES: S&P Affirms 'BB+' Issuer Credit Rating INFOGROUP INC: S&P Alters Outlook to Neg. on Weaker Credit Metrics INPIXON: Sabby Volatility Has 5.81% Stake as of April 2 INPIXON: Says Lock-up Period Does Not Apply to Jan. 8 Offering INTERNATIONAL WIRE: S&P Alters Outlook to Neg. & Affirms 'B' CCR ISAGENIX INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable ISAGENIX WORLDWIDE: S&P Assigns Prelim. 'B+' CCR, Outlook Stable J.B. POINDEXTER: S&P Rates New $300MM Unsec. Notes Due 2026 'BB-' JAMES R. PITCAIRN: Exclusive Plan Filing Period Extended to July 18 JASON MAZZEI: Appointment of R.H. Slone as Trustee Approved JEFFERY ARAMBEL: Foppiano Buying Howard Ranch for $1.7M JONES ENERGY: Fitch Lowers IDR to CCC- After Criteria Update JUST LIKE SUGAR: Unsecureds to Get 100% Under Chapter 11 Plan KINGRIDGE ENTERPRISES: Unsecured to be Paid 10% of Allowed Claims KLOECKNER PENTAPLAST: Bank Debt Trades at 5.08% Off KODI DISTRIBUTING: Unsecured Creditors to Recover 12% Under Plan LACOS INC: Discloses Hourly Rates for Attorneys, Paralegals LAKESHORE FARMS: Taps Columbia Consulting as Financial Consultant LANDS' END: Bank Debt Trades at 5.50% Off LAPORTE INVESTMENT: U.S. Trustee Unable to Appoint Committee LEXMARK INT'L: Moody's Affirms B3 CFR & B3 Rating on Sec. Notes LIFE SETTLEMENTS: Seeks July 30 Exclusive Filing Period Extension LIGHTSQUARED INC: Bank Debt Trades at 17.40% Off MANUGRAPH AMERICAS: Seeks Court Approval of Plan Outline MARSH SUPERMARKETS: Disclosure Statement Hearing Set for May 1 MCCORMICK INC: Taps Brown & Adams as Legal Counsel MD CUSTOMS: U.S. Trustee Unable to Appoint Committee MICRON TECHNOLOGY: S&P Raises 'BB+' CCR, Outlook Stable MONITRONICS INTERNATIONAL: Bank Debt Trades at 3.75% Off MURRAY ENERGY: Bank Debt Trades at 15.80% Off NATIONAL TRUCK: CAC Properties to Fund Plan with $3.5MM Cash NELSON TRUCKING: Taps David A. Reumont as Accountant NETFLIX INC: Moody's Hikes CFR to Ba3; Outlook Stable NORTHERN OIL: Shortens Exchange Pact Expiration Date to May 15 OCI PARTNERS: S&P Hikes Corp. Credit Rating to 'B+', Outlook Stable PETCO HOLDINGS: S&P Lowers CCR to 'CCC+', Outlook Negative PHILADELPHIA HAITIAN: U.S. Trustee Unable to Appoint Committee PIN OAK: Trustee Selling Middletown Mall to General for $14M POINTE SDMU: U.S. Trustee Unable to Appoint Committee POTENTIAL DYNAMIX: Schian Walker Taps Morones as Testifying Expert PRESS GANEY: Moody's Hikes CFR to B2; Outlook Stable PROAMPAC PG: Moody's Lowers Rating on 1st Lien Loan to B3 PROAMPAC PG: S&P Affirms B CCR Amid $225MM 1st Lien Loan Add-On PROTEA BIOSCIENCES: Exclusive Plan Periods Extended Through July 2 PUGLIA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors PYRGOS TAXI: Taps Alla Kachan as Legal Counsel RESIDENTIAL PHYSICIANS: Case Summary & 20 Top Unsecured Creditors RESOLUTE ENERGY: Closes $75M Additional Senior Notes Offering ROGERS & SON: May 24 Approval Hearing on 1st Amended Disclosures S CHASE LIMITED: Taps Hoover Slovacek as Legal Counsel SAEXPLORATION HOLDINGS: May Issue 19.5M Shares Under 2018 LTIP SAILING EMPORIUM: Patchak Buying Markley's Marina Vessel for $40K SAMSONITE INTERNATIONAL: S&P Raises CCR to 'BB+', Outlook Stable SCOTTISH HOLDINGS: Committee Taps Appleby as Special Counsel SHIRAZ HOLDINGS: Kraftsow to be Paid $300K at 10% Interest SKILLSOFT CORP: Bank Debt Trades at 12.67% Off SL MACINTYRE: Taps Karina Pia Lucid as Legal Counsel SOLEGNA HOLDINGS: Taps Eric A. Liepins as Legal Counsel SOUTHEASTERN GROCERS: Taps Evercore Group as Investment Banker SOUTHEASTERN GROCERS: Taps Richards Layton as Co-Counsel SOUTHEASTERN GROCERS: Taps Weil Gotshal as Legal Counsel SPINLABEL TECHNOLOGIES: Seeks May 7 Plan Filing Period Extension SRAM LLC: S&P Raises CCR to 'B+' on Improved Operating Performance STEIN PROPERTIES: Plan to be Funded from Sale Proceeds of Property TAG MOBILE: U.S. Trustee Forms 3-Member Committee TALEN ENERGY: $500MM Bank Debt Trades at 3.56% Off TALEN ENERGY: $600MM Bank Debt Trades at 3.55% Off TENNECO INC: Fitch Places BB+ IDR on Negative Watch TERRANOVA LANDSCAPES: Unsecureds to Recoup 3.85% Under Latest Plan THOMPSON REST: Unsecureds to Get 100% in 16 Quarters at 1.21% THOUGHTWORKS INC: Moody's Affirms B2 Corporate Family rating TIERPOINT LLC: Bank Debt Trades at 2.67% Off TOYS "R" US: Receives $80M in DIP Financing to Boost Liquidity TOYS R US: MGA Entertainment Puts Bid to Buy U.S., Canada Stores TRANS-LUX CORP: Gabelli Funds Has 28% Stake as of March 30 TRANSOCEAN LTD: Fitch Withdraws B+ Long-Term Issuer Default Rating TRINITY INVESTMENT: Case Summary & 6 Unsecured Creditors TRIPOLIS TAXI: Taps Alla Kachan as Legal Counsel UNISYS CORP: S&P Cuts CCR to B- on Higher Leverage, Outlook Stable WACHUSETT VENTURES: Taps Nixon Peabody as Legal Counsel WEINSTEIN COMPANY: Taps Epiq as Administrative Advisor WESTBROOKE HOMES: Taps Atty. Jennifer Bock as Special Counsel WESTMORELAND COAL: Moody's Lowers CFR to Caa3; Outlook Stable WINDSTREAM CORP: Bank Debt Trades at 5.19% Off WIRECO WORLDGROUP: S&P Alters Outlook to Neg. & Affirms 'B' CCR XCELERATED LLC: Pensa Buying All Assets for $85K ZITNER CANDY: Case Summary & 9 Unsecured Creditors [^] BOND PRICING: For the Week From April 9 to 13, 2018 ********* 11380 SMITH: Sale of Colorado Real Property to Fund Proposed Plan ----------------------------------------------------------------- 11380 Smith Rd LLC filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement explaining its plan of reorganization dated March 23, 2018. Class 3 under the plan consists of the allowed unsecured claims of the Debtor's unsecured creditors. The allowed unsecured claims will be paid in full plus unsecured interest from the net proceeds from the sale or refinance of the Debtor's real property, after the Debtor's creditors with allowed secured claims are paid in full. Any disputed unsecured claims of the Class 3 creditors will be paid in full with unsecured interest when such disputed unsecured claims become allowed unsecured claims as a result of a final order entered by the Court allowing such unsecured claims. Upon confirmation of the Plan, the Reorganized Debtor will implement its Plan as follows: (a) Upon entry of the Confirmation Order, title in the Debtor's Assets, except as otherwise provided for herein, will be transferred to the Reorganized Debtor; (b) The Debtor will pay the holders of allowed Chapter 11 Administrative Expenses on the Effective Date of the Plan unless otherwise agreed to between these parties and the Debtor. (c) The Reorganized Debtor will pay quarterly fees to the U.S. Trustee as required by the Bankruptcy Code until its case is closed, converted to a Chapter 7 case or dismissed by the Bankruptcy Court. (d) The Debtor will sell its Real Property to fund its Plan. (e) The Debtor will continue to properly insure its Assets. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob18-10965-54.pdf Counsel for Debtor-in-Possession 11380 Smith Rd LLC: Jeffrey A. Weinman, #7605 WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Telephone: (303) 572-1010 Facsimile: (303) 572-1011 Email: jweinman@weinmanpc.com About 11380 Smith Rd. LLC 11380 Smith Rd LLC listed itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 11380 Smith Road Aurora, Colorado, with an estimated value of $6.50 million. The Company posted gross revenue of $229,240 in 2017 and gross revenue of $641,084 in 2016. 11380 Smith Rd LLC filed a Chapter 11 petition (Bankr. D. Col. Case No. 18-10965) on Feb. 13, 2018. In the petition signed by Louis Hard, manager/member, the Debtor disclosed $9.13 million in total assets and $4.76 million in total liabilities. The Hon. Thomas B. McNamara presides over the case. Jeffrey Weinman, Esq. at Weiman & Associates, P.C., is the Debtor's bankruptcy counsel. Brown Dunning Walker PC, is the special counsel. 4 WEST HOLDINGS: Judge Directs Appointment of PCO ------------------------------------------------- The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas has entered an agreed order directing the U.S. Trustee to appoint a patient care ombudsman to the bankruptcy estate of 4 West Holdings, Inc. and its debtor-affiliates. The patient care ombudsman will: (1) Monitor the quality of care provided to patients/clients of the Debtors to the extent necessary under the circumstances, including interviewing patients, physicians, and health care providers; (2) Unless otherwise agreed to by the U.S. Trustee and the patient care ombudsman, report not later than 45 days after the date of his/her appointment, and not less frequently than at 45 day intervals thereafter, to the Court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient/client care at and by the Debtors; (3) Immediately notify the Court, the U.S. Trustee, and parties in interest by motion or written report, if he/she determines that the quality of patient/client care provided by the Debtors is not adequate, deteriorating, or is otherwise materially compromised; (4) Maintain any information obtained by such ombudsman that relates to the clients (including information related to the patient records) as confidential information. To this end: a. the patient care ombudsman may, without special notice to patients and in lieu of personal service, notify patients of his/her appointment as patient care ombudsman by a conspicuous posting of a notice at any of the Debtors' patient care facilities; b. the patient care ombudsman may, without special notice to patients and in lieu of personal service, post notice at any of the Debtors' patient care facilities that a report will be made to the court at least 14 days before making such report. About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage one skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC, provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc. and 134 of its affiliates and subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee on March 19 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of 4 West Holdings, Inc., and its affiliates. 8281 MERRILL ROAD: Wants to Maintain Plan Exclusivity Until May 8 ----------------------------------------------------------------- 8281 Merrill Road A, LLC and 8281 Merrill Road C, LLC, request the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period for the Debtors to extend the exclusivity period for Debtor to solicit acceptance of the Plan through and including May 8, 2018. The Debtor continues to advance a reorganization of its financial affairs through a confirmed plan. Consequently, on Dec. 15, 2017, the Debtors filed their Chapter 11 Plan and Disclosure Statement. Subsequently, on April 4, 2018, the Court entered an Order, approving disclosure statement, setting hearing on confirmation of plan, and deadline of May 8, 2018 to file ballots accepting or rejecting the Plan. The Debtors contend that several factors support granting their requested extension of the Exclusivity Period, among others: (1) This case is both large and complex. The assets and liabilities of Debtor are in excess of millions of dollars. Moreover, issues in the real estate and capital market, which are known to the Court, have added complication to this case. (2) The Debtors require additional time to negotiate and prepare adequate information as they continue to negotiate with Roger to advance restructuring of its debt; (3) The Debtors continue to progress toward reorganization in good faith and has already filed both the Plan and Disclosure Statement. No trustee has been appointed and no party has ever alleged that Debtor is not proceeding in good faith; (4) The Debtors continue to manage and maintain the Merrill Property during this proceeding and are paying their post-petition debts; (5) The Debtors continue to negotiate with creditors in good faith; (6) This case has only been pending a short time for Debtors to fully analyze possible plans and navigate the current, difficult real estate and credit markets; (7) The Debtor are not seeking the extension to pressure creditors; and (8) This bankruptcy case involves certain unresolved issues, including negotiations with Roger and analysis of the most prudent method of maximizing value of Debtors' assets. About 8281 Merrill Road A 8281 Merrill Road A, LLC, is a manager-managed limited liability company with manager, Jacksonville Merrill Dealership, LLC, which is itself managed by Daniel Rusche. The Debtor filed a Chapter 11bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2, 2017. In the petition signed by Tim O'Brien, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Raymond B. Ray presides over the case. Messana, PA, is the Debtor's counsel. A.J. BART: Taps Joyce W. Lindauer as Legal Counsel -------------------------------------------------- A.J. Bart, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Joyce W. Lindauer Attorney, PLLC as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Joyce Lindauer $395 Sarah Cox $225 Jeffery Veteto $185 Paralegals $65 to $125 Legal Assistants $65 to $125 Lindauer received a retainer of $20,000, which included the filing fee of $1,717. Joyce Lindauer, Esq., owner of the firm, disclosed in a court filing that she and the firm's members and attorneys are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Sarah M. Cox, Esq. Jeffery M. Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com About A.J. Bart Inc. Founded in 1956, A.J. Bart Inc. is a full-service commercial printing company headquartered in Addison, Texas with locations in Dallas and New York. It offers multi-page printing, collateral pieces printing, digital and web-based printing, advertising and promotional items printing. A.J. Bart sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-31229) on April 3, 2018. In the petition signed by Richard Bart, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Stacey G. Jernigan presides over the case. ABACUS INVESTMENT: Seeks May 17 Extension of Exclusive Periods -------------------------------------------------------------- Abacus Investment Group, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to extend by 120 days the exclusive periods during which the Debtors may file a Chapter 11 plan and solicit acceptances thereof through and including May 17, 2018. The Debtor will submit to this Court a Plan which satisfies all of the requirements of section 1129 of the Bankruptcy Code and which will be based upon a sale of the real property and payment in full of all valid unsecured claims. On or about July 7, 2017, the Debtor acquired a certain parcel of real property located at 5212 62nd Ave., South St. Petersburg, FL 33715. On July 9, 2017, the Debtor filed a "Suggestion of Pendency of Bankruptcy Proceedings" and electronically served the Defendants. On July 10, 2017, Debtor filed this case under Chapter 11 of the U.S. Bankruptcy Code, and subsequent to the filing of the Petition, Creditor U.S. Bank National Association, as Trustee foreclosed on the Real Property. Consequently, the Debtor filed an Adversary Complaint to set aside and hold for naught the foreclosure sale and to revest title in the property to Debtor, subject to the disputed mortgage lien claimed by Defendant U.S. Bank. On the other hand, U.S. Bank filed a Motion to Reopen Bankruptcy Case and Motion for Stay Annulment Nunc Pro Tunc to the Petition Date in the case styled In re Abacus Investment Group, Inc., Case No. 8:17-bk-05422- CPM (the "First Bankruptcy Case") and, in the alternative, if the Court did not validate the previous foreclosure sale, Creditor sought relief from the automatic stay to move to vacate the foreclosure sale in the state court action and reset the foreclosure sale. On April 5, 2018, the Court ruled that (i) the July 10, 2017 foreclosure sale was void and that title to the real property was revested in Debtor, and (ii) that Motion for Relief from Stay re: the Real Property at 5212 62nd Ave. S., St. Petersburg, FL was granted. Whether or not U.S. Bank takes any action in state court with respect to the prior improper sale or to re-set a new foreclosure sale, the Debtor is filing a Motion in state court to challenge the jurisdiction pursuant to Florida Statutes. However, the Debtor's Exclusive Filing Period expires on April 9, 2018, and the Debtor accordingly requests that the Exclusive Period be extended by 120 days to permit the Debtor to pursue confirmation of the Plan. As such, the Debtors believe that the requested extension of the Exclusive Periods is reasonable under the circumstances, is in the best interests of their creditors and other stakeholders, and should be approved. About Abacus Investment Group Abacus Investment Group, Inc.'s principal assets are located at Hillsborough & Pinellas County, Tampa, Florida. Herb Miller owns 100% of the company's common stock. The company was founded in 2010. Abacus Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-10224) on Dec. 9, 2017. In the petition signed by CFO Donna Steenkamp, the Debtor disclosed $1.74 million in assets and $3.89 million in liabilities. Judge Catherine Peek Mcewen presides over the case. Peter Berkman Attorney, PLLC, is presently serving as the Debtor's legal counsel, after replacing Palm Harbor Law Group, P.A. ACADEMY SPORTS: Bank Debt Trades at 19.83% Off ---------------------------------------------- Participations in a syndicated loan under which Academy Sports & Outdoors is a borrower traded in the secondary market at 80.17 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.94 percentage points from the previous week. Academy Sports pays 400 basis points above LIBOR to borrow under the $1.825 billion facility. The bank loan matures on June 15, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. ACOSTA INC: Bank Debt Trades at 16.60% Off ------------------------------------------ Participations in a syndicated loan under which Acosta Inc. is a borrower traded in the secondary market at 83.40 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.08 percentage points from the previous week. Acosta Inc. pays 325 basis points above LIBOR to borrow under the $2.055 billion facility. The bank loan matures on September 26, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. ADVANTAGE SALES: $1.8BB Bank Debt Trades at 3.45% Off ----------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 96.55 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.23 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. ADVANTAGE SALES: $225MM Bank Debt Trades at 3.45% Off ----------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 96.55 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.23 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $225 million facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. ADVANTAGE SALES: $350MM Bank Debt Trades at 3.45% Off ----------------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 96.55 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.23 percentage points from the previous week. Advantage Sales pays 325 basis points above LIBOR to borrow under the $350 million facility. The bank loan matures on July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. ADVANTAGE SALES: Bank Debt Trades at 5.85% Off ---------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 94.15 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.89 percentage points from the previous week. Advantage Sales pays 650 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on July 25, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. AMGP RESTAURANT: Taps Morrison-Tenenbaum as Legal Counsel --------------------------------------------------------- AMGP Restaurant Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison-Tenenbaum, PLLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Lawrence Morrison, Esq., the attorney who will be handling the case, charges an hourly fee of $525. The firm's associates and paraprofessionals charge $380 per hour and $175 per hour, respectively. The firm received $15,000 as an initial retainer fee from the Debtor. Mr. Morrison disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Morrison-Tenenbaum can be reached through: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison-Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: info@m-t-law.com About AMGP Restaurant Corp. AMGP Restaurant Corp. owns and operates restaurants located at 2003 Emmons and 2005 Emmons Avenue, Brooklyn, New York. AMGP Restaurant sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-40727) on Feb. 7, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Judge Carla E. Craig presides over the case. APEX PROPERTIES: S & E Mgmt. Buying Botetourt Property for $1.2M ---------------------------------------------------------------- Apex Properties, LLC, asks the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of the improved real estate located in the County of Botetourt, Virginia, commonly known as Willowbrook Mobile Home Park, identified as Tax Map Nos. 108-114, 108-115, 108-131A, outside the ordinary course of business to S & E Management, LLC for $1,176,000. The Debtor owns the Property that is subject to the following liens: (i) Inchoate real estate tax lien in favor of the treasurer of the County of Botetourt, Virginia; and (ii) Deed of Trust, in favor of Carolina Lily Portfolio IV, LLC, successor in interest to Valley Bank, N.A.. Apex is not aware of any other liens on the Property. Apex asks that the Court authorizes it to sell the Property for $1,176,000, with $500 as earnest money deposit, pursuant to the contract with the Buyer, or a substantially similar contract, free and clear of all liens, encumbrances, and other interests, other than validly recorded easements, and sign any documents on behalf of Apex necessary to provide the Purchaser with clean and clear title to the Property. It proposes that the liens on the Property attach to the proceeds of the Property to the same extent, with the same validity and priority as the pre-petition liens had in the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Apex_Properties_103_Sales.pdf Apex proposes that the Purchaser is a purchaser in good faith and should be provided the protections in 11 U.S.C. Section 363(m). It discloses that the sole member of the Buyer, Travis Cooper, is the son of Apex's member, Al Cooper. The purchase price was determined pursuant to release fees that Apex and Carolina Lily negotiated, and the requisite amount of equity required for the Purchaser to obtain financing. In order to allow preparations to sell the Property to begin promptly, Apex asks that the Court makes the order granting the Motion effective and enforceable immediately upon its entry. The Purchaser: S & E MANAGEMENT, LLC 1540 Apperson Drive Salem, VA 24153 About Apex Properties Apex Properties LLC, based in Salem, Virginia, is a privately held company and an operator of a non-residential building. Apex filed for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on April 14, 2017, listing between $1 million and $10 million in both assets and liabilities. The Hon. Paul M. Black presides over the case. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as Chapter 11 counsel. The petition was signed by Al Cooper, managing member. APEX PROPERTIES: S & E Mgmt. Buying Botetourt Property for $750K ---------------------------------------------------------------- Apex Properties, LLC, asks the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of the improved real estate located in the County of Botetourt, Virginia, commonly known as Mt. Joy Mobile Home Park, identified as Tax Map Nos. 64(3) 1 & 2, outside the ordinary course of business to S & E Management, LLC for $750,000. The Debtor owns the Property that is subject to the following liens: (i) Inchoate real estate tax lien in favor of the treasurer of the County of Botetourt, Virginia; and (ii) Deed of Trust, in favor of Carolina Lily Portfolio IV, LLC, successor in interest to Valley Bank, N.A. Apex is not aware of any other liens on the Property. Apex asks that the Court authorizes it to sell the Property for $750,000, with $500 as earnest money deposit, pursuant to the contract with the Buyer, or a substantially similar contract, free and clear of all liens, encumbrances, and other interests, other than validly recorded easements, and sign any documents on behalf of Apex necessary to provide the Purchaser with clean and clear title to the Property. It proposes that the liens on the Property attach to the proceeds of the Property to the same extent, with the same validity and priority as the pre-petition liens had in the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Apex_Properties_105_Sales.pdf Apex proposes that the Purchaser is a purchaser in good faith and should be provided the protections in 11 U.S.C. Section 363(m). It discloses that the sole member of the Buyer, Travis Cooper, is the son of Apex's member, Al Cooper. The purchase price was determined pursuant to release fees that Apex and Carolina Lily negotiated, and the requisite amount of equity required for the Purchaser to obtain financing. In order to allow preparations to sell the Property to begin promptly, Apex asks that the Court makes the order granting the Motion effective and enforceable immediately upon its entry. The Purchaser: S & E MANAGEMENT, LLC 1540 Apperson Drive Salem, VA 24153 About Apex Properties Apex Properties LLC, based in Salem, Virginia, is a privately held company and an operator of a non-residential building. Apex filed for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on April 14, 2017, listing between $1 million and $10 million in both assets and liabilities. The Hon. Paul M. Black presides over the case. Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as Chapter 11 counsel. The petition was signed by Al Cooper, managing member. APEX PROPERTIES: S & E Mgmt. Buying Salem Property for $1.2M ------------------------------------------------------------ Apex Properties, LLC, asks the U.S. Bankruptcy Court for the Western District of Virginia to authorize the sale of the improved real estate located in the City of Salem, Virginia, commonly known as Bonnieville Mobile Home Park, identified as Tax Map No. 81-3-2, outside the ordinary course of business to S & E Management, LLC for $1.2 million. The Debtor owns the Property that is subject to the following liens: (i) Inchoate real estate tax lien in favor of the treasurer of the City of Salem, Virginia; and (ii) Deed of Trust, in favor of Carolina Lily Portfolio IV, LLC, successor in interest to Valley Bank, N.A. Apex is not aware of any other liens on the Property. Apex asks that the Court authorizes it to sell the Property for $1.2 million, with $500 as earnest money deposit, pursuant to the contract with the Buyer, or a substantially similar contract, free and clear of all liens, encumbrances, and other interests, other than validly recorded easements, and sign any documents on behalf of Apex necessary to provide the Purchaser with clean and clear title to the Property. It proposes that the liens on the Property attach to the proceeds of the Property to the same extent, with the same validity and priority as the pre-petition liens had in the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Apex_Properties_104_Sales.pdf Apex proposes that the Purchaser is a purchaser in good faith and should be provided the protections in 11 U.S.C. Section 363(m). It discloses that the sole member of the Buyer, Travis Cooper, is the son of Apex's member, Al Cooper. The purchase price was determined pursuant to release fees that Apex and Carolina Lily negotiated, and the requisite amount of equity required for the Purchaser to obtain financing. In order to allow preparations to sell the Property to begin promptly, Apex asks that the Court makes the order granting the Motion effective and enforceable immediately upon its entry. The Purchaser: S & E MANAGEMENT, LLC 1540 Apperson Drive Salem, VA 24153 About Apex Properties Apex Properties LLC, based in Salem, Virginia, is a privately held company and an operator of a non-residential building. Apex filed for Chapter 11 bankruptcy (Bankr. W.D. Va. Case No. 17-70501) on April 14, 2017, listing between $1 million and $10 million in both assets and liabilities. The Hon. Paul M. Black presides over the case. Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as Chapter 11 counsel. The petition was signed by Al Cooper, managing member. ATD CAPITOL: Wants to Move Exclusive Plan Filing Period to May 10 ----------------------------------------------------------------- ATD Capitol, LLC, requests the U.S. Bankruptcy Court for the Southern District of Florida to extend (a) its exclusive period to propose a Chapter 11 plan through and including May 10, 2018; (b) the exclusive period to solicit acceptances of the plan through and including July 9, 2018; and (c) the procedures order deadline to through and including May 10, 2018. On March 7, 2018, the Court entered an Order extending (a) the Debtor's Exclusive Filing Period to April 9, 2018, (b) the Exclusive Solicitation Period to June 8, 2018, and (c) the Procedures Order Deadline to April 9, 2018. The Debtor relates that since the Petition Date, it has devoted a significant amount of time to complying with the requirements of operating as a debtor-in-possession during a Chapter 11 case. The Debtor is a wholly owned subsidiary of Capitol Supply, Inc., who is also a debtor in a bankruptcy case pending before the Court at In re Capitol Supply, Inc., Case No. 17-21544-EPK. The Debtor asserts that its proposed reorganization will be impacted by the outcome of the appeal of the Court's decision with respect to a contested matter in Capitol Supply's bankruptcy case. Specifically, Capitol Supply obtained an order from the Court enforcing the stay against an action by the United States, one of its largest unsecured creditors, and Louis Scutellaro pending before the District Court for the District of Columbia ("DC Case"). After the United States appealed the Court's decision to the United States District Court for the Southern District of Florida, Capitol Supply, and the matter has been fully briefed. In addition, Capitol Supply and the United States have begun settlement discussions with respect to the claims asserted in the DC Case. Accordingly, the Debtor believes that extending exclusivity will allow Capitol Supply to pursue settlement negotiations with the United States, and the Debtor to formulate a plan of reorganization and disclosure statement based on the outcome of such negotiations without incurring legal fees associated with presently preparing a plan and disclosure statement. Accordingly, the Debtor requires additional time to permit Capitol Supply to pursue such settlement discussions with the United States prior to the Debtor formulating and proposing its plan of reorganization and disclosure statement. About ATD Capitol ATD Capitol, LLC, was incorporated on Aug. 12 2015, and is in the office and public building furniture business. ATD is an affiliate of Capitol Supply, Inc., which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-22257) on Oct. 9, 2017. In the petition signed by Robert J. Steinman, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Bradley Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. AUGUSTUS ENERGY: Seeks Court Approval to Employ OCPs ---------------------------------------------------- Augustus Energy Resources, LLC, has filed a motion seeking approval from the U.S. Bankruptcy Court for the District of Delaware to hire professionals used in the ordinary course of business. The request, if granted, would allow the Debtor to hire "ordinary course professionals" without filing separate employment applications. The ordinary course professionals are: Professionals Services Provided ------------- ----------------- Claremont Tax Associates Management property taxes 22503 Katy Freeway, Suite 15 and transactional taxes Katy, TX 77450 Eide Bailly LLP Certified Public Accountants 401 N. 31st St., Suite 1120 Billings, MT 59101-1281 The Debtor also seeks approval to pay 100% of the fees and expenses of each OCP upon receipt of an invoice detailing the nature of the services provided, among other things. About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. AUGUSTUS ENERGY: Taps Davis Graham as Legal Counsel --------------------------------------------------- Augustus Energy Resources, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Davis Graham & Stubbs LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation of financing agreements and in any potential sale of its assets; review claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Christopher Richardson Partner $545 Thomas Bell Partner $540 Brian Boonstra Partner $540 Kyler Burgi Associate $315 Brian Annes Associate $265 Mary Jo Short Paralegal $210 Davis Graham received a total of $250,000 as retainer prior to the Petition Date. Christopher Richardson, Esq., a partner at Davis Graham, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher L. Richardson, Esq. Thomas C. Bell, Esq. Kyler K. Burgi, Esq. Davis Graham & Stubbs LLP 1550 Seventeenth Street, Suite 500 Denver, CO 80202 Tel: (303) 892-9400 Fax: (303) 893-1379 E-mail: chris.richardson@dgslaw.com E-mail: tom.bell@dgslaw.com E-mail: kyler.burgi@dgslaw.com About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. AUGUSTUS ENERGY: Taps Sullivan Hazeltine as Co-Counsel ------------------------------------------------------ Augustus Energy Resources, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Sullivan Hazeltine Allinson LLC. Sullivan will serve as co-counsel with Davis Graham & Stubbs LLP, another firm tapped by the Debtor to represent it in connection with its Chapter 11 case. The attorneys and paralegal designated to represent the Debtor and their hourly rates are: William Sullivan Member $425 William Hazeltine Member $375 Heidi Coleman Paralegal $150 Sullivan received a total of $60,000 as retainer prior to the petition date. William Sullivan, Esq., a member of Sullivan, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William D. Sullivan, Esq. William A. Hazeltine, Esq. Sullivan Hazeltine Allinson LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: 302-428-8191 Fax: 302-428-8195 E-mail: bsullivan@sha-llc.com E-mail: whazeltine@sha-llc.com About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. AUGUSTUS ENERGY: Taps TenOaks Energy as Marketing Agent ------------------------------------------------------- Augustus Energy Resources, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire TenOaks Energy Partners, LLC, as its marketing agent. The firm will serve as the Debtor's exclusive agent for the sale of its assets, which include oil and gas interests. Under the terms of their engagement agreement, in the event the Debtor enters into definitive documentation calling for one or more transactions during the "primary term" or "tail" of the agreement, it will pay TenOaks a fee upon the closing of each transaction. The fee will be equal to the greater of $350,000 and 2% of the aggregate consideration. TenOaks has already been paid $35,000 for work-related expenses it incurred and will incur. B.J. Brandenberger, a partner at TenOaks, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: B.J. Brandenberger TenOaks Energy Partners, LLC 14180 N. Dallas Parkway, Suite 700 Dallas, TX 75254 Phone: 214-420-2323 Email: bj.brandenberger@tenoaksadvisors.com About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. BAB METAL: Settles Depco, Ascentium Plan Confirmation Objections ---------------------------------------------------------------- BAB Metal Recycling, LLC, amended its Chapter 11 plan of reorganization to provide that holders of general unsecured claims will be paid over 48 months, without interest, after Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas conditionally approved the disclosure statement explaining the Debtor's Plan. Distributions to general unsecured creditors will be on at least a semi-annual basis. Each allowed Class 13 claimant will receive a pro-rata share of $12,500.00 per month from the reorganized Debtor. The Amended Plan also provided that the assertion by Diesel Engine and Parts Company, LLC ("Depco") for an Administrative Claim was resolved prior to confirmation, with the terms and conditions contained in a stipulation. At the first confirmation hearing on March 5, 2018, the Debtor and Ascentium Capital announced a resolution of Ascentium's Objection to Confirmation on the record. The terms of the settlement are that Ascentium will amend their proof of claim to reflect a secured claim of $80,000.00. The amended Secured Claim of Ascentium will retain their lien on the existing 20 roll-off containers, and be satisfied by amortized monthly payments over 60 months at 4.50% interest. A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/txsb17-60038-135.pdf About BAB Metal Recycling Southwest Metal Recycling is a full service metal recycler in southwest Houston. It buys ferrous and non-ferrous metals. The Company specializes in meeting the needs of electricians, plumbers, pipefitters, sheet metal shops, fabricators, machine shops and engineers. BAB Metal Recycling, LLC, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-60038) on May 14, 2017. The Hon. David R. Jones presides over the case. Johnie Patterson, Esq., at Walker & Patterson, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Brian A. Brand, managing member. BARBER TRANSPORTATION: Case Summary & 5 Unsecured Creditors ----------------------------------------------------------- Debtor: Barber Transportation, Inc. 4600 E. Wabash Baltimore, MD 21215 Business Description: Barber Transportation Inc. is a privately owned company that provides business commercial transportation services. The family business operates 80 school buses for Baltimore City public, private and charter schools. The Company's variety of passenger buses and coaches can accommodate groups as small as 10 people, to groups of several hundred. Barber Transportation was founded by Eli and Mary Barber in 1991. Visit http://www.barbertransportation.com for more information. Chapter 11 Petition Date: April 13, 2018 Court: United States Bankruptcy Court District of Maryland (Baltimore) Case No.: 18-14964 Judge: Hon. Michelle M. Harner Debtor's Counsel: Jeffrey M. Sirody, Esq. JEFFREY M. SIRODY AND ASSOCIATES, P.A. 1777 Reisterstown Road, Suite 360 E Baltimore, MD 21208 Tel: 410-415-0445 Fax: 410-415-0744 E-mail: smeyers5@hotmail.com Total Assets: $2.34 million Total Liabilities: $1.12 million The petition was signed by Eli Jason Barber, president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/mdb18-14964.pdf BK RACING: Trustee Taps Finley Group as Financial Advisor --------------------------------------------------------- Matthew Smith, the Chapter 11 trustee for BK Racing LLC, received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire The Finley Group, Inc., as his financial advisor. The firm will assist the trustee in managing the Debtor's business operations and financial affairs; help prepare a bankruptcy plan; and provide other financial advisory services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $325 to $395 for managing directors, $275 to $325 for directors, and $225 to $275 for managers. Associates charge $200 per hour. Matthew Smith, managing director of The Finley Group, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The Finley Group can be reached through: Matthew W. Smith The Finley Group, Inc. 212 South Tryon Street, Suite 1050 Charlotte, NC 28202 Tel: 704-375-7542 Cell: 704-578-9900 Email: matt@finleygroup.com About BK Racing BK Racing, LLC, is a Monster Energy NASCAR Cup Series Toyota Racing team headquartered in Charlotte, North Carolina. The team was founded in 2012 after owners Ron Devine and Wayne Press acquired Red Bull Racing. BK Racing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-30241) on Feb. 15, 2018. In its petition signed by Kathy Burch, power of attorney for managing member Brenda Devine, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig J. Whitley presides over the case. The Debtor hired The Henderson Law Firm PLLC as its legal counsel. Matthew W. Smith was appointed to serve as Chapter 11 trustee for the Debtor. BK RACING: Trustee Taps Grier Furr as Legal Counsel --------------------------------------------------- Matthew Smith, the Chapter 11 trustee for BK Racing LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Grier Furr & Crisp, PA as his legal counsel. The firm will advise the trustee regarding his duties under the Bankruptcy Code; assist him in formulating and implementing a bankruptcy plan; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $295 to $550 for members and from $250 to $360 for associates. Paraprofessionals charge $165 per hour. A. Cotten Wright, Esq., a member of Grier, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: A. Cotten Wright, Esq. Grier Furr & Crisp, PA 101 North Tryon Street, Suite 1240 Charlotte, NC 28246 Tel: 704.375-3720 Fax: 704.332.0215 Email: cwright@grierlaw.com About BK Racing BK Racing, LLC, is a Monster Energy NASCAR Cup Series Toyota Racing team headquartered in Charlotte, North Carolina. The team was founded in 2012 after owners Ron Devine and Wayne Press acquired Red Bull Racing. BK Racing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-30241) on Feb. 15, 2018. In its petition signed by Kathy Burch, power of attorney for managing member Brenda Devine, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig J. Whitley presides over the case. The Debtor hired The Henderson Law Firm PLLC as its legal counsel. Matthew W. Smith was appointed to serve as Chapter 11 trustee for the Debtor. BLUFF CREEK: Proposes to Pay IRS in Full at 4% Over 60 Months ------------------------------------------------------------- Bluff Creek Timber Co., LLC, filed with the U.S. Bankruptcy Court for the Northern District of Alabama an amended plan of reorganization dated March 23, 2018. Under the amended plan, IRS' secured claim ($53,770) will be paid in monthly installments over the course of 60 months with interest accruing at the rate of 4% per annum. Except as otherwise provided, the creditor will retain all security interests in any collateral. The Debtor will begin making payment to IRS on the Effective Date until its claim is paid in full. Estimated monthly payment is $1,075.40. The Debtor's normal cash flow will be the sole source of funds for the payments to creditors authorized by the U.S. Bankruptcy Court’s confirmation of this Plan. The Debtor reserves the right to sell collateral for the purpose of providing some funding for the Plan as the Debtor deems necessary. The Troubled Company Reporter previously reported that unsecured creditors will get 25% under the initial plan. On the Effective Date, the Debtor will first fund payments to the holders of Allowed Administrative Claims. Because the "New Value" rule will apply, the equity security holders will contribute $1,000 by the Effective Date of the Plan. A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/alnb17-82652-11-108.pdf About Bluff Creek Timber Co. Bluff Creek Timber Co., LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ala. Case No. 17-82652) on Sept. 6, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $500,000 and $1 million. The petition was signed by Susan Wood, vice president. Tazewell Shepard, Esq., at Tazewell Shepard, P.C., serves as the Debtor's bankruptcy counsel. BRACHA CAB: Needs Additional 90 Days to File Chapter 11 Plan ------------------------------------------------------------ Bracha Cab Corp. and its affiliates request the U.S. Bankruptcy Court for the Eastern District of New York to extend the exclusive periods to file their plans of reorganization for an additional 90 days and the time for obtaining acceptance of said plan for 90 days. The Debtors operate 15 related businesses that together own 35 taxi medallions. Each of the medallions is used by a New York City taxi cab and each generates income for the Debtors. Capital One Equipment Finance Corp. holds the security interest in the medallions and the revenue generated by the medallions. The Debtors claim that they are making good faith progress towards reorganization. Specifically, the Debtors have negotiated a cash collateral agreement with Capital One, which should be presented to the Court within few days. The Debtors have already begun to make payments to Capital one. The Debtors intend to meet with Capital One to negotiate a settlement which will be incorporated into the plan of reorganization. The Debtors expect to resolve issues in the family of the Debtors' principal to permit a joint settlement proposal to be made. The Debtors believe that if the requested extension is not granted, there is likelihood that Capital One will file a plan providing for the immediate sale of the Medallions. It would also give Capital one an unfair advantage in negotiations with the Debtors which would not move the case forward. Capital One filed a motion to dismiss these cases or for relief from the stay, and it can protect its rights in the motion. As a result of the foregoing, the Debtors submit that they have shown cause for a 90-day extension of the exclusive periods to file their plans of reorganization and to obtain acceptances to the plan. About Bracha Cab Corp. Based in Brooklyn, New York, Bracha Cab Corp. and its affiliates are privately-held companies in the taxi and limousine services industry. Bracha Cab and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 17-46613) on Dec. 8, 2017. In the petitions signed by Esma Elberg, president and 100% owner, each debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Nancy Hershey Lord presides over the cases. BREITBURN ENERGY: Completes Chapter 11 Reorganization ----------------------------------------------------- Maverick Natural Resources, LLC, on April 12, 2018 disclosed that it began operating on April 6, 2018, after it emerged from Chapter 11 as the successor to Breitburn Energy Partners LP. Maverick is majority-owned and controlled by funds and accounts managed by EIG Global Energy Partners. As a result of the restructuring process, Maverick has debt of approximately $105 million, which is substantially lower than Breitburn's $2.96 billion debt balance prior to initiating the restructuring process. Maverick has approximately $295 million of additional borrowing capacity under a new bank credit facility. Maverick's balance sheet provides it with significant financial flexibility and positions the organization for long-term success. Clayton Taylor, Managing Director of EIG, said: "We are pleased to close this chapter and focus on generating value for the Maverick platform. Maverick will emerge with low leverage, a simple balance sheet, and sufficient liquidity to remain adaptive to the ever-changing market conditions. Following a judicious review of the asset portfolio and cost structure, we believe Maverick is well-positioned to capitalize on cost reduction initiatives, to deploy capital to high growth prospects and to potentially build the platform through strategic acquisitions." Halbert S. Washburn, Maverick's Chief Executive Officer, said: "[Thurs]day marks a new beginning for our company and all of our stakeholders and the end of a difficult period managing through the steep and sustained decline in oil and natural gas prices. Throughout the extended restructuring process, we remained focused on our key goals of managing production and reducing costs to preserve the value of our diverse and long-lived portfolio, substantially reducing debt and dramatically improving our liquidity position, and achieving a consensual plan of reorganization among our key creditor groups. I would like to thank our outstanding employees for their unwavering commitment throughout the restructuring process." Following are highlights of Maverick's current portfolio of assets: -- Operated approximately 88% of stable long-lived production in 2017, averaging 39,742 Boe/d -- Estimated proved reserves of 152.2 MMBOE, approximately 97% of which are proved developed reserves with a proved reserve life index averaging more than 10 years -- Approximately 1 million gross acres (600,000 net) -- Approximately 11,500 gross wells (7,600 net) Maverick's Board of Directors is comprised of the following individuals: -- Halbert S. Washburn Maverick Natural Resources, Chief Executive Officer -- William C. Sonneborn EIG Global Energy Partners, President -- Terence Jupp EIG Global Energy Partners, Managing Director Harbour Energy, Ltd., Chief Operating Officer -- Clayton Taylor EIG Global Energy Partners, Managing Director -- Jeff Serota Corbel Capital Partners, Vice Chairman Willow Tree Credit Partners, Senior Advisor About EIG EIG Global Energy Partners -- http://www.eigpartners.com-- specializes in private investments in energy and energy-related infrastructure on a global basis and has $17.7 billion under management as of December 31, 2017. Since 1982, EIG has been one of the leading providers of institutional capital to the global energy industry, providing financing solutions across the balance sheet for companies and projects in the oil and gas, midstream, infrastructure, power and renewables sectors globally. EIG has invested over $25 billion in more than 320 portfolio investments in 36 countries. EIG is headquartered in Washington, D.C., with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul. About Maverick Maverick Natural Resources, LLC is a portfolio company majority-owned and controlled by funds and accounts managed by EIG. Maverick is focused on the development and production of long-lived oil and gas reserves throughout the United States, including the following regions: Midwest, Ark-La-Tex, Rockies, California, Permian Basin, Southeast and the Mid-Continent. About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016. In the petitions signed by James G. Jackson, executive vice president and CFO, Breitburn disclosed assets of $4.71 billion and liabilities of $3.41 billion The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. The committee members are: (1) Transpecto Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay Lichtman. The U.S. Trustee originally appointed Ares Special Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP c/o Beach Point Capital Management; and Wexford Spectrum Investors, LLC, as members of the Creditors' Committee. The U.S. Trustee then also appointed Transpecto Transport Co. and Wilmington Trust Company as Committee members. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BRION'S RESTAURANT: Taps Maahs & VanLahr as Accountant ------------------------------------------------------ Brion's Restaurant, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Maahs & VanLahr, P.C., as its accountant. The services to be provided by the firm include the preparation of bankruptcy schedules, statements and monthly operating reports; budgeting for the cure of commercial lease arrearages, use of cash collateral and reorganization prospects; and the preparation of tax returns. Maahs & VanLahr's hourly rates range from $125 to $200. Charles VanLahr, III, a certified public accountant employed with Maahs & VanLahr, disclosed in a court filing that his firm has no connection with the Debtor or any of its creditors. The firm can be reached through: Charles A. VanLahr, III Maahs & VanLahr, P.C. 3911 Old Lee Hwy., Suite 43-E Fairfax, VA 22030 Phone: (703) 691-8632 Fax: (703) 691 - 0363 About Brion's Restaurant Brion's Restaurant, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10733) on March 2, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1,000,001 to $10 million. Judge Klinette H. Kindred presides over the case. C & D FRUIT: 2 More Unsecured Creditors Appointed to Committee -------------------------------------------------------------- The U.S. Trustee for Region 21 on April 11 appointed two more creditors of C & D Fruit and Vegetable Co., Inc. and Trio Farms, LLC to serve on the official committee of unsecured creditors. The two unsecured creditors are: (1) Andree Lacroix Production Lareault, Inc. C.P. 96 Lavaltrie, QC Canada J5T 4A9 Phone: 450-586-1850 Email: info@lareault.com (2) David W. Council Council-Oxford Inc. P.O. Box 475 Ruskin, FL 33575 Phone: 813-299-4508 Email: Davidcouncil15@gmail.com The bankruptcy watchdog had earlier appointed Terrence Swaford of Triest Ag Group Inc., Ana Hernandez of International Paper, and Justine Masse of Pepiniere A. Masse, Inc., court filings show. About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 18-009978) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on March 20, 2018. C & M AIR: Taps Barron & Newburger as Legal Counsel --------------------------------------------------- C & M Air Cooled Engine, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Barron & Newburger, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; review claims asserted against the Debtor's property; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Barbara Barron, Esq., and Stephen Sather, Esq., the attorneys who will be handling the case, will each charge $495 per hour. Other attorneys who may work on the case bill at rates ranging from $175 per hour to $475 per hour. The firm received a retainer in the sum of $26,717 from the Debtor. Mr. Sather disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen W. Sather, Esq. Barron & Newburger, PC 7320 N. MoPac Expressway, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 Email: ssather@bn-lawyers.com About C & M Air Cooled Engine Inc. C & M Air Cooled Engine, Inc., is a family-owned and operated company that owns a lawn and garden equipment and supplies stores based in Waco, Texas, with locations in Albuquerque, New Mexico; Commerce City, Colorado; and San Antonio, Texas. Founded in 1978, C & M offers outdoor power equipment, parts and service. C & M Air Cooled Engine sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 18-60249) on April 3, 2018. In the petition signed by Linda Darlyne Mathis, vice-president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Ronald B. King presides over the case. CALIFORNIA RESOURCES: Buys Remaining Interests in Elk Hills ----------------------------------------------------------- California Resources Corporation announced that it has executed and closed a purchase and sale agreement with Chevron to acquire the remaining working, surface and mineral interests in the 47,000-acre Elk Hills field in the San Joaquin Basin of California. Consolidating sole ownership of the Elk Hills field, CRC paid cash consideration of $460 million and issued 2.85 million CRC common shares to Chevron, subject to customary post-closing adjustments. The effective date of the transaction was April 1, 2018. Todd Stevens, president and chief executive officer, stated, "This acquisition is a natural fit that immediately accretes value to CRC, improving our cash flow and credit metrics. With a surface area larger than Washington, D.C., the Elk Hills field is our flagship asset. We have operated this field for over 20 years and have developed a deep knowledge of the geology and strong operational expertise to deliver robust value from this asset. We intend to apply this know-how to our newly acquired position, as well as transfer learnings and efficiencies to enhance CRC's assets across California. We would like to thank Chevron for their partnership over the past 20 years. Acquiring sole ownership of such a prolific field is an ideal use of proceeds from our recent midstream joint venture transaction, adding both immediate production and cash flow, while providing for quick synergies and tremendous long-term development opportunities." The acquisition includes Chevron's non-operated working interests ranging between 20% to 22% in different producing horizons within the Elk Hills field. In 2017, the acquired interests produced approximately 13,300 barrels of equivalent (BOE) per day with 46% oil and 9% natural gas liquids. CRC estimates that if it had owned 100% of the field last year, these interests would have added approximately 64 million BOE of proved reserves at year-end 2017, of which approximately 75% are considered proved developed. CRC estimates that these interests would have generated approximately $100 million of annual operating cash flow in 2017 assuming current prices. CRC now owns Elk Hills in fee simple, the most complete form of ownership, holding a 100% working interest and a 100% net revenue interest, as well as all surface lands in the Elk Hills field. The field has an estimated 8.5 billion BOE of original oil in place and 32 major producing zones currently identified. CRC expects to achieve approximately $5 million of annualized operational savings within six months of closing and approximately $15 million of additional synergies within the next 18 months as it streamlines processes and leverages its substantial infrastructure already in place. Elk Hills is CRC's lowest cost operating area and with a 100% ownership interest would have accounted for approximately 43% of its 2017 pro-forma production. Because of the low operating costs at Elk Hills, this acquisition will immediately reduce CRC's corporate per unit production costs by approximately $0.55 per BOE, in addition to lowering general and administrative costs by about $0.20 per BOE. About Elk Hills Field The Elk Hills Field is a world-class onshore asset located 20 miles southwest of Bakersfield in Kern County. The field, covering nearly 75 square miles, was discovered in 1911 and has produced over 2 billion barrels of oil equivalent (BOE), making it one of the most productive fields in the United States. During 2017, it produced 48,000 BOE per day (37 percent of CRC's total production) on average from its 3,000 wells at Elk Hills. At year-end 2017, CRC's approximate 78% interest in Elk Hills had proved reserves of 206 million BOE, of which 75% are considered proved developed. Elk Hills is the largest natural gas and natural gas liquids field in California, generating over half of the state's natural gas production. About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company in California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017, compared to net income attributable to common stock of $279 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, California Resources had $6.20 billion in total assets, $732 million in total liabilities, all current, $5.30 billion in long-term debt, $287 million in deferred gain and issuance costs, $602 million in other long-term liabilities, and a total deficit of $720 million. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CAPSTONE LOGISTICS: S&P Alters Outlook to Pos. & Affirms 'B-' CCR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on third-party logistics provider Capstone Logistics Acquisition Inc. and revised its rating outlook to positive from stable. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's first-lien revolving credit facility and first-lien term loan and revised our recovery rating on the debt to '3' from '4'. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. “We also affirmed our 'CCC' issue-level rating on the company's second-lien debt. The recovery rating is '6', reflecting our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. "We have revised our rating outlook on Capstone to positive to reflect the company's improved credit metrics following the conversion of its preferred stock to common equity in December 2017. Because we viewed the preferred stock as a debt equivalent, the conversion reduced our adjusted debt amount by approximately $233 million. As a result, our adjusted credit metrics improved at year-end 2017, with FFO to debt increasing to the mid-single-digit percent area from the low-single-digit percent area and debt to EBITDA declining to the high-7x area from the mid-12x area. We expect the company's credit metrics to continue to improve over the next 12 months as the company's earnings and cash flow increase from organic growth initiatives and small acquisitions. "The positive outlook reflects Capstone's improved credit metrics following the conversion of the company's preferred equity to common equity in late 2017. We believe the company will experience continued organic growth across its business lines and will successfully integrate recent acquisitions. As a result, we expect the company's FFO-to-debt ratio will approach the high-single-digit percent area over the next 12 months and debt to EBITDA will improve to the low-7x area over the same period. "We could raise our rating if Capstone continued to increase its earnings and execute its initiatives to expand its service offerings to existing clients without issuing additional debt or preferred shares. We would also need to see that the company's FFO-to-debt metric remained in the high-single digit area over a sustained period. "We could revise our outlook to stable if the company pursued a large debt-financed acquisition or shareholder dividend or if the company experienced any unforeseen operational issues, such as large contract losses or materially higher labor costs, which would cause its FFO-to-debt ratio to decline to the mid-single-digit area on a sustained basis. We could also revise our outlook to stable if the headroom on the company's covenants deteriorated below 15%." CARLETON FARMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Carleton Farms PO Box 362 Merrill, OR 97633-0362 Business Description: Carleton Farms -- http://carletonfarms.ag-- is a family farm located in Merrill Oregon that specializes in a diverse crop base. The farm grows potatoes, alfalfa hay, grass hay, grain, and raise beef cattle in its operation which encompasses over 4000 acres. It also grows organic crops on over 2000 acres, most of which borders Klamath Lake, near the Running Y Ranch. Chapter 11 Petition Date: April 12, 2018 Case No.: 18-61140 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Thomas M Renn Debtor's Counsel: Keith Y Boyd, Esq. THE LAW OFFICES OF KEITH Y. BOYD 724 S Central Ave #106 Medford, OR 97501 Tel: (541) 973-2422 Email: keith@boydlegal.net - and - Douglas R Ricks, Esq. 319 SW Washington St #520 Portland, OR 97204 Tel: (503) 241-4869 E-mail: vbcservicedougr@yahoo.com - and - Robert J Vanden Bos, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington #520 Portland, OR 97204 Tel: (503) 241-4869 E-mail: vbcservice@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Greg Carleton, partner. 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/orb18-61140.pdf CD&R HYDRA: S&P Rates $125MM Second-Lien Term Loan 'CCC+' --------------------------------------------------------- CD&R Hydra Buyer Inc. is planning to issue $285 million of debt, which will include a $160 million incremental add-on to its existing first-lien term loan and a new $125 million second-lien term loan due 2026, to fund its acquisitions of Ryan Herco Flow Solutions and Price Engineering and add cash to its balance sheet. S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based CD&R Hydra Buyer Inc. The outlook remains stable. S&P said, "At the same time, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $125 million second-lien term due 2026. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "Additionally, we affirmed our 'B' issue-level rating on the company's $395 million first-lien term loan due 2024. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The affirmation follows CD&R Hydra's announcement that it is issuing $285 million of additional debt to fund its acquisitions of Ryan Herco Flow Solutions and Price Engineering and add cash to its balance sheet. We estimate that the transaction will increase the company's pro forma adjusted debt-to-EBITDA above 7x, which is higher than our previous expectations but still appropriate for the current rating. We also believe that this increase will be temporary. "The stable outlook on CD&R Hydra Buyer reflects our expectation that the company will be able to effectively integrate Ryan Herco Flow Solutions and Price Engineering, which--along with a continued recovery in its industrial and energy markets--should support improved profitability and allow it to reduce its leverage below 7x over the next 12 months. The outlook also incorporates our expectation that the company's financial policy will remain sufficiently conservative such that it will sustain debt leverage of less than 6.5x even as it pursues acquisitions. "We could lower our ratings on CD&R Hydra Buyer of the company experiences a worse-than-expected operating performance or if it adopts a more aggressive financial policy that raises its leverage significantly above 7x for a sustained period. "We could raise our ratings on CD&R Hydra if a stronger-than-expected operating performance improves the company's credit measures and reduces its leverage metric below 5x and it demonstrates less aggressive financial policies that would allow it to sustain this reduced level of leverage." CEC ENTERTAINMENT: Bank Debt Trades at 7.25% Off ------------------------------------------------ Participations in a syndicated loan under which CEC Entertainment Inc. is a borrower traded in the secondary market at 92.75 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.17 percentage points from the previous week. CEC Entertainment pays 325 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on February 14, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. CEQUEL DATA: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on St. Louis-based Cequel Data Centers L.P. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered the issue-level rating on the company's senior secured revolving credit facility and first-lien term loan to 'B' from 'B+'. The recovery rating remains '2', indicating our expectation for substantial (70%-90%; rounded estimate: 75%) recovery for lenders in the event of a payment default. "We also lowered the issue-level rating on the company's senior secured second-lien term loan to 'CCC' from 'CCC+'. The recovery rating remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "The downgrade reflects our expectation that leverage will remain elevated above our 7x threshold for the current rating over the next couple years stemming from weaker than expected bookings given reorganization of its sales force, elevated churn from cloud and managed services, and higher operating costs due to integration initiatives across its sales force and internal systems. These challenges have caused us to lower our projected EBITDA in 2018 by about 20% resulting in leverage between 8.6x-8.8x in 2018, about 2x higher than we previously expected. Still, we believe favorable demand characteristics in the data center industry, driven by growth in Internet traffic, increased IT outsourcing, and increased application complexity, should allow Cequel to grow earnings, maintain adequate liquidity, and reduce leverage over time. "The stable outlook reflects our belief that the company will maintain adequate liquidity over the next 12 months, despite our expectation that elevated capital expenditures to support expansion activity will lead to negative FOCF and leverage between 8.6x-8.8x in 2018. "We could lower the rating if the company adds data center capacity more speculatively and demand for this capacity does not fully materialize, or if increased competition leads to an uptick in churn or pricing pressure, resulting in lower EBITDA that constrains covenant compliance or hurts the company's liquidity position, making the capital structure unsustainable over the longer term. "While unlikely over the next year, we could raise the rating if healthy sales growth, stable churn, and higher EBITDA margins results in leverage improving below 7x on a sustained basis." CHARBELL ENTERPRISES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Charbell Enterprises, LLC as of April 11, according to a court docket. About Charbell Enterprises Since 2005, Charbell Enterprises has been providing business support services in Orlando, Florida. It is an affiliate of Parliament Partners, Inc., which sought bankruptcy protection on July 25, 2014 (Bankr. M.D. Fla. Case No. 14-08503). Charbell Enterprises filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01206) on March 5, 2018. In the petition signed by M. Donald Granatstein, manager, the the Debtor estimated $1 million to $10 million in assets and liabilities. R. Scott Shuker and the law firm of Latham, Shuker, Eden & Beaudine, LLP, serve as the Debtor's counsel. CIRCLE MEDIA: Files Chapter 11 Joint Plan of Liquidation -------------------------------------------------------- Circle Media, Inc. and S3 Digital Corp. filed with the U.S. Bankruptcy Court for the District of Nebraska a disclosure statement for their joint plan of liquidation dated March 23, 2018. On Oct. 27, 2017, the Debtors negotiated and entered into a stalking horse purchase agreement with Circle Orange (the "Purchase Agreement") to purchase substantially all of Debtors' assets and assume Debtors' obligations under certain executor contracts in exchange for the purchase price of $500,000. The sale of Debtors' Purchased Assets closed on Dec. 6, 2017. Gaming Nation Inc., the designee of Circle Orange, took title to the Purchased Assets and subsequently assumed the Transferred Contracts. The Purchase Price was comprised of the following: (a) a credit bid equal to the aggregate amount of outstanding principal and accrued and unpaid interest under the DIP Financing Agreement, together with up to $75,000 of Circle Orange's fees and expenses under the DIP Financing Agreement, and (b) an amount in cash equal to the difference between $500,000 and the Credit Bid Amount, resulting in $217,260.34 of cash proceeds (the "Sale Proceeds") to Debtor's estates. Class 3 under the joint plan consists of all general unsecured claims. Each holder of an allowed Class 3 claim will receive its Pro Rata share of Cash from the Debtors' assets available to satisfy the general unsecured claims. Projected recovery for this class is 1%. The Debtors' cash on hand, the sale proceeds, all causes of action not previously settled, released, or exculpated under the Plan, and the Debtors' rights under the Purchase Agreement will be used to fund the distributions to holders of allowed claims against the Debtors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/neb17-22680-89.pdf About Circle Media Circle Media, Inc., doing business as Circle Media, provides data management software and solutions for the sports and entertainment industries. It offers data analysis and management system for aggregating and managing fan information for conferences, teams, media, and brands. Its proprietary Fan.Dex Data Management Solution (Fan.Dex DMS) provides its partners with a complete set of tools that integrate first and third party data and provides users with a simple interface designed to help them make smarter marketing decisions. Circle Media is 100% owned by S3 Digital Corp. The company was founded in 2012 and is based in Austin, Texas. S3 Digital Corp. and Circle Media sought Chapter 11 protection (Bankr. D. Neb. Case Nos. 17-81540 and 17-81541) on Oct. 27, 2017. In the petitions signed by CEO Joseph Casey, S3 Digital disclosed total liabilities of $5,673,353 and Circle Media disclosed total assets of $510,011 and total liabilities of $4,618,978. The cases are assigned to Judge Thomas L. Saladino. The Debtors tapped Brian J. Koenig, Esq., at Koley J. Jessen, P.C., L.L.O., as counsel. CLAIRE'S STORES: Taps Hilco as Real Estate Advisor -------------------------------------------------- Claire's Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hilco Real Estate, LLC as its real estate advisor. The firm will assist in negotiating the terms of the sale, assignment, modification or termination of leases on behalf of Claire's Stores and its affiliates with landlords or third parties; and provide other real estate consulting and advisory services. Hilco will earn a fee equal to 5% of any cash value paid to the Debtors for each lease that is assigned or sold. For each restructured lease, the firm will earn a fee equal to the base fee of $1,000, plus the aggregate restructured lease savings multiplied by 3%. Any restructured lease savings attributable to a term shortening through a specific reduction of a term or a tenant kick-out right will be multiplied by 1% rather than 3%. The amounts payable on account of a restructured lease will be paid on a monthly basis. Meanwhile, the firm will earn a fee equal to 5% of any cash value paid to the Debtors by the landlord in exchange for the termination of a lease. Hilco is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ryan O. Lawlor Hilco Real Estate, LLC 5 Revere Dr., Suite 320 Northbrook, IL 60062 Phone: 847.714.1288 About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLAIRE'S STORES: Taps Prime Clerk as Administrative Advisor ----------------------------------------------------------- Claire's Stores, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as its administrative advisor. The firm will provide bankruptcy administration services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing and coordinating any distributions pursuant to the plan. The firm's hourly rates are: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $170 Director $180 - $195 Solicitation Consultant $195 Director of Solicitation $215 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5490 Email: bsteele@primeclerk.com About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of jewelry, accessories, and beauty products for young women, teens, "tweens," and kids. Through the Claire's brand, the Claire's Group has a presence in 45 nations worldwide, through a total combination of over 7,500 Company-owned stores, concessions locations, and franchised stores. Headquartered in Hoffman Estates, Illinois, the Company began as a wig retailer by the name of "Fashion Tress Industries" founded by Rowland Schaefer in 1961. In 1973, Fashion Tress Industries acquired the Chicago-based Claire's Boutiques, a 25-store jewelry chain that catered to women and teenage girls. Following that acquisition, Fashion Tress Industries changed its name to "Claire's Stores, Inc." and shifted its focus to a full line of fashion jewelry and accessories. In 2007, the Company was taken private and acquired by investment funds affiliated with, and co-investment vehicles managed by, Apollo Management VI, L.P. Claire's Group employs approximately 17,000 people globally. Claire's Stores, Inc., and 7 affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on March 19, 2018, after reaching terms of a balance sheet restructuring with their first lien lenders and sponsor Apollo Global Management, LLC. As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in total assets against $2.53 billion in total liabilities. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy counsel; Richards, Layton & Finger, P.A. as the local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk as claims agent. CLINTON NURSERIES: Needs More Time for Plan Talks With Stakeholders ------------------------------------------------------------------- Clinton Nurseries, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Connecticut to extend for 90 days the periods in which only the Debtors may file a plan of reorganization and solicit and obtain acceptances to such plan through and including July 17, 2018 and September 15, 2018, respectively. The Debtors claim that their businesses are relatively large and complex, with three of the Debtors operating a sophisticated wholesale nursery enterprise that both grows and maintains large amounts of inventory (over ten million individual plants) and sells such inventory to several of the country's largest retailers. In addition to the size and complexity of the Debtors' businesses themselves, the Debtors tell the Court that the timing of the commencement of these cases has added to the complexity of their early stages. The Debtors aver that starting February, the Debtors begin shipping large quantities of products to their major customers for the spring planting season. These shipments continue into the summer and generate the majority of the Debtors' revenue for the year. Thus, the Debtors and their management have invested substantial time, energy and attention over the last several months in business activities necessary to meet their major customers' expectations during the Spring Delivery Season. The Debtors contend that these endeavors have been both time-intensive and time-sensitive, which include securing debtor-in-possession financing in order to fund certain costs of the Spring Delivery Season (in light of many of the Debtors' suppliers rescinding credit terms and instead requiring cash in advance or on delivery) and negotiating agreements with numerous suppliers and vendors in order to produce revenue as quickly and efficiently as possible. The Debtors project that their shipments to their major customers during the Spring Delivery Season will generate more than $30 million in revenue. Given the intense activity in the first three and one-half months of these cases, both in terms of the operation of the businesses and the time demands of the cases themselves, the Debtors have not had sufficient time to negotiate a plan of reorganization. The Debtors believe that with the work that has been done, they now are in a position to negotiate a plan with their major creditors. The Debtors are confident that with a stable business and a credible financial model they will be able to file a viable Chapter 11 plan. In addition, the Debtors retained TrueNorth Capital Partners LLC to explore potential capital market transactions as the basis for a Chapter 11 plan and also to assist the Debtors in developing credible financial forecasts that will be the basis of a Chapter 11 plan. The Debtors applied to employ True North on January 9, 2018, which application was approved by the Court on February 1, 2018. The Debtors tell the Court that they are presently communicating with major stakeholders, including the Bank of the West and the Official Committee of Unsecured Creditors, in an effort to understand and consider their interests and concerns prior to proposing a plan. Thus, termination of the exclusivity periods at this time would interfere with the Debtors' efforts to foster consensus and increase the likelihood of contested confirmation proceedings or competing plans. Accordingly, in order to keep these cases moving forward in an orderly way, the Debtors maintain that it is critical that they are able to maintain their exclusive right to file and seek confirmation of a Chapter 11 plan for an additional period of time. About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi presides over the cases. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. COATES INTERNATIONAL: Enters Into Confidential Transactions ----------------------------------------------------------- Coates International, Ltd., said it is working on a number of transactions at present. Confidentiality agreements prevent full disclosure of the details of these transactions prior to entering into definitive agreements. * The opportunity in China continues to make slow, but steady progress. Mr. James Pang, the Company's liaison in China, visited the Company to update it on the status of this project to manufacture Coates CSRV products in China. He is currently working with a group of prospective investors to fund the start-up of production. * Mr. Howard Barmil DBA, MBA exclusive liaison to MENA for Coates International, Ltd. is reconfirming and bringing all orders from the following countries up to date: - Riyadh, Saudi Arabia - Jordan - Turkey - Israel - Palestine - Egypt * The Whitworth Group, a business advisory firm headed up by Rick Whitworth, a board member, is working on a transaction with a federal agency and other entities to supply Coates CSRV generator sets to disaster areas. * The Company continues its focus on raising working capital and ramping up production in the USA. Company President and CEO, comments: "The Company is not in a position to release information at this time but will do so as transactions are consummated. Our Company has new prospects for securing orders which would be likely to enable us to start production, once details are agreed upon. The Company now anticipates receiving deposits for certain orders in the near future. Further information will be forthcoming, as appropriate. Stockholders are requested not to contact the Company for more information as it is prohibited from making any further disclosures at this time. Appointment of Director The Company is also announced the addition of Glenn Crocker to its board of directors. Mr. Crocker is 69 years of age and earned an MBA degree in Engineering Design. Mr. Crocker has been working for most of the past thirty-five years as a designer and design engineer with various vehicle manufacturers including Ford Motor Company, British Leyland, Mercedes Benz, Volvo Cars, Saturn GM and BMW, among others. At the same time, Mr. Crocker was also elected to serve as chairperson of the Company's Audit Committee. The Company anticipates contributions from Mr. Crocker, based on his extensive engineering background and experience in the automobile industry. He previously served on the Company's board of directors during the period from October 2007 to June 2009. 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. COBALT INTERNATIONAL: Total Acquires Gulf of Mexico Assets ---------------------------------------------------------- Total on April 11 disclosed that it has acquired several assets located in the Gulf of Mexico as part of the Cobalt International Energy company's bankruptcy auction sale. Total submitted offers on several assets for a consideration of approximately 300 million dollars and acquires from Cobalt: -- A 20% interest in the North Platte discovery. As a result, Total increases its interest to 60% and becomes operator of this discovery. Total will have Statoil as a partner, who acquired the remaining 40%. -- A 20% interest in the Anchor discovery. As a result, Total increases its interest to 32.5%, after having acquired 12.5% last December. This discovery is operated by Chevron. -- 13 offshore exploration blocks, which will be operated by Total. On April 5, 2018, the United States Bankruptcy Court approved these results. "The sale of Cobalt's assets gives us the opportunity to further enhance our portfolio in the Gulf of Mexico under particularly attractive conditions and to be able to apply our expertise as a deep offshore operator. We will now develop the North Platte discovery, looking for the most efficient scheme in terms of development cost," stated Arnaud Breuillac, President Exploration & Production at Total. Discovered in 2012 by Total and Cobalt in the Wilcox play, North Platte covers four blocks of the Garden Banks area, 275 kilometers off the coast of Louisiana in approximately 1,300 meters of water. The field is now fully appraised with a total of three wells and three sidetracks. Discovered in 2014, Anchor is also located in the Wilcox play, 225 kilometers off the coast of Louisiana in approximately 1,500 meters of water. It is one of the most significant recent discoveries in the GoM. Anchor is operated by Chevron (55%) alongside Total (32.5%), and Venari (12.5%). Total Exploration & Production in the United States Total has been active in Exploration & Production in the United States since 1957. In 2017, the Group's production in the country was 123,000 barrels of oil equivalent per day. In the Gulf of Mexico, Total focuses on the deep-water domain. In addition to North Platte and Anchor, the Group holds working interests in three producing fields, Jack with 25% and Tahiti with 17%, both operated by Chevron, and Chinook with 33.33%, operated by Petrobras. Last January, it also announced the major Ballymore discovery (Total 40%, Chevron 60% operator), located in the Norphlet play, following an exploration agreement signed with Chevron on September 2017. Total also holds participations in over 160 exploration leases. Onshore, Total operates about 100,000 barrels of oil equivalent per day (shale gas production) in the Barnett play (Total 100%, operator) and is a 25% participant in a JV operated by Chesapeake in the Utica shale play. About Total Total (Paris:FP) (LSE:TTA) (NYSE:TOT) is a global integrated energy producer and provider, an international oil and gas company, a major player in low-carbon energies, with operations in more than 130 countries worldwide. It has 98,000 employees. About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com/-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Unable to sell assets out-of-court, Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. In the petitions signed by CFO David D. Powell, the Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; Ernst & Young LLP as auditor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Baker Botts LLP and Susman Godfrey LLP serve as special litigation counsel. An official committee of unsecured creditors was appointed in the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves lead counsel to the Committee; Snow Spence Green LLP as local counsel; and Conway MacKenzie, Inc., as financial advisor. Weil, Gotshal & Manges LLP is representing the Ad Hoc First Lien Group. Akin Gump Strauss Hauer & Feld LLP is counsel to the Ad Hoc Group of Second Lien Noteholders. Milbank, Tweed, Hadley & McCloy LLP, and Cole Schotz, P.C., serve as counsel to the Ad Hoc Committee of Unsecured Noteholders. * * * The Debtors won Court approval of a settlement with The Angolan National Concessionaire Sociedade Nacional de Combustiveis de Angola - Empresa Publica ("Sonangol") to resolve their disputes and to transfer Cobalt's 40% stakes in Blocks 20 and 21 offshore in Angola to Angola's state oil company Sonangol in exchange for a $500 million payment to the U.S. oil firm. On March 6, 2018, the Debtors conducted an auction that raised $577.9 million for their Gulf of Mexico assets: ($ millions) Purchase Buyer Asset Price ----- ----- -------- Total E&P USA, Inc./ Statoil Gulf of Mexico LLC North Platte prospect $339.0 Total E&P USA Anchor assets $181.0 W&T Offshore, Inc. Heidelberg prospect $31.1 Navitas Petroleum US, LLC Shenandoah prospect $1.8 The Debtors have filed a proposed Chapter 11 plan that contemplates with wind down of the business and the distribution of the sale proceeds and available cash to creditors. The Plan voting deadline is March 28, 2018, and the Plan confirmation hearing is scheduled for April 3. The sale transactions will also be considered at the hearing. A copy of the explanatory disclosure statement filed March 8, 2018, is available at: http://bankrupt.com/misc/Cobalt_562_DS_4th_Am_Plan.pdf COMSTOCK RESOURCES: Knighthead Calls Tender Offer 'Unacceptable' ---------------------------------------------------------------- Comstock Resources, Inc.'s Board of Directors received a letter from Knighthead Capital Management, LLC discussing matters related to the Company's Offer to Purchase and Consent Solicitation dated April 2, 2018. Knighthead manages and/or advises certain entities that hold 7 3/4% Convertible Secured PIK Notes due 2019 and 9 1/2% Convertible Secured PIK Notes due 2020 issued by Comstock. "The Tender Offer is not acceptable to Knighthead, and the Proposed Amendments are impermissible and ineffective under the Indentures, as well as unlawful under the Trust Indenture Act of 1939. We strongly urge you to reconsider proceeding with the Tender Offer in its current form, which assuredly will fail either for lack of support or at the end of expensive litigation that is needlessly detrimental to Comstock and its stakeholders," wrote Ara D. Cohen, managing member of Knighthead. "It should be obvious that under current market conditions, the $7.50 Conversion Price and Amended Threshold Price will not provide compensation to holders of the Convertible Notes equal to par. After the announcement of the Tender Offer, a precipitous drop occurred in the share price of the Company's common stock. At today's closing share price of $5.11, holders of 2019 Notes stand to receive a total recovery of just $792 per each $1,000 of principal amount and holders of 2020 Notes stand to receive just $761 per each $1,000 of principal amount. Moreover, the Tender Offer and Proposed Amendments fail to provide for satisfaction of the 2.375% premium due upon optional redemption under the 2020 Notes. "Management made it clear that it structured the Tender Offer, which includes both cash and stock components, to conform to existing limits on share issuance in the Company's organizational documents. Without increasing the cash component, however, the only way for the Tender Offer and Proposed Amendments to provide holders of Convertible Notes with compensation equal to par (plus the redemption premium owed under the 2020 Notes), as the Company is legally required to do, is for the Company to seek shareholder authorization to issue additional shares. Such authorization should be readily obtainable as the Company's shareholders must recognize that their shares will be impaired, if not eliminated, if the Tender Offer fails and the Company is forced to restructure under chapter 11 of the U.S. Bankruptcy Code instead. "Should the Company nonetheless proceed with the Tender Offer, be advised that, even assuming that holders of a majority in principal amount of each series of the Convertible Notes accepted the offer, the Proposed Amendments would be prohibited under section 9.02 of each of the Indentures and, in any event, ineffective under section 6.08 of the Indentures, as well as section 316(b) of the Trust Indenture Act. "The Company may also face additional liability under federal securities laws based on, among other things, (i) the Company's assertions that the Tender Offer will provide a "par" exchange for holders of Convertible Notes, which under current market conditions, are false and misleading (especially with respect to the 2020 Notes for which no redemption premium would be paid), (ii) the Company's failure to disclose in the registration statement pursuant to which the Convertible Notes were issued (Registration No. 333-212795) its belief that it could amend the mandatory conversion provisions of the Indentures to deprive noteholders of their rights to repayment at par, or in the comparison of the Indentures' terms that noteholders would be subject to the risk that amendments adopted with majority consent could deprive noteholders of their rights to repayment at par, and (iii) inadequate disclosure in the Offer to Purchase and Consent Solicitation of the risks associated with the flawed Tender Offer and Proposed Amendments," Mr. Cohen concluded. In response to the letter, Jay M. Allison, chairman of Board and chief executive officer of Comstock, maintains that while the KCM Letter claims the holders of the 2019 Notes and the 2020 Notes would not receive par value based on the current market price of the stock, the Tender Offer will remain open until April 27, 2018 and at this time the Company has no intention of modifying the terms of the Tender Offer. Secondly, he said, the Company has no intention of seeking shareholder approval for the issuance of additional shares to issue to the holders of the Notes as suggested in the KCM Letter. Mr. Allison contends the claim that the Proposed Amendments are not permitted under the Indentures is wrong, the Proposed Amendments described in the Tender Offer are permitted under the Indentures, and the claim that the Company may face liability under federal securities laws are completely without merit. As such, the Company intends to pursue the Tender Offer and will vigorously defend itself against any attempts to interfere with its completion. Comstock announced on April 2, 2018, that it is commencing tender offers with respect to any and all of its outstanding Senior Secured Toggle Notes due 2020, 7 3⁄4% Convertible Secured PIK Notes due 2019 and 9 1⁄2% Convertible Secured PIK Notes due 2020. 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. CORONADO GROUP: Moody's Hikes CFR to B1; Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded the ratings of Coronado Group LLC, including corporate family rating (CFR) to B1 from B3 and probability of default rating (PDR) to B1-PD from B3-PD. Moody's also removed provisional designation on the instrument ratings of Coronado Australia Holdings Pty Ltd. The outlook is stable. The action follows the completion of Curragh Coal mine sale announced by Wesfarmers on March 29, 2018 consistent with Moody's expectations. The provisional ratings were assigned in February 2018, pending the closing of the transaction. The rating action concludes the review of Coronado Group LLC's ratings which was initiated on February 5, 2018. Upgrades: Issuer: Coronado Group LLC -- Corporate Family Rating, Upgraded to B1 from B3 -- Probability of Default Rating, Upgraded to B1-PD from B3-PD Assignments: Issuer: Coronado Australia Holdings Pty Ltd -- Gtd Senior Secured Bank Credit Facilities, Definitive Rating Assigned B1 (LGD4) Outlook Actions: Issuer: Coronado Australia Holdings Pty Ltd -- Outlook, Remains Stable Issuer: Coronado Group LLC -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE Coronado's B1 CFR reflects Moody's expectation that the transaction will improve the operational diversity of the company as Coronado will expand its production to one of the world's largest metallurgical coal mines in Australia. Curragh's cost structure is comparable to the company's existing Buchanan mine, which is one of the most competitive producers of low-vol, high quality metallurgical coal in the United States. The transaction will also allow the company to offer a greater diversity of products to a broader base of metallurgical coal customers across diverse geographies. The ratings reflect Moody's expectation that the company Debt/ EBITDA, as adjusted, would be maintained at around 2x, assuming free cash flows in 2018 are directed towards debt repayment, and met benchmark prices are sustained at around $120 per tonne. The ratings reflect high potential volatility in the company's margins depending on metallurgical coal prices, which have been highly volatile and unpredictable in recent years. The B1 rating on the senior secured term loans reflects the preponderance of secured term loan in the capital structure. The term loans have first-priority lien on substantially all tangible and intangible assets other than the ABL Priority Collateral, and are guaranteed on a senior secured basis by the company and each of its direct and indirect subsidiaries. Moody's expect the company to have good liquidity, including cash balance of roughly $200 million pro-forma for the transaction and expected full availability under the $100 million ABL facility. The senior secured term loans do not have any financial covenants. Moody's expect positive free cash flows over the next twelve months at current prices. The ratings could be upgraded if metallurgical coal markets were to show more stability and predictability. The ratings could also be upgraded in the event of material growth in scale and diversity in line with the proposed transaction. The ratings could be downgraded if Debt/ EBITDA, as adjusted, increased above 3x on a sustained basis, if free cash flows turned negative, or if liquidity deteriorated. The principal methodology used in these ratings was Mining Industry published in April 2018. Headquartered in Beckley, West Virginia, Coronado Group LLC (Coronado) operates seven active mines within three main mining complexes, which consist of one longwall mine and two continuous mines in the Central Appalachian region. The company produces and exports metallurgical ("met") coal for a customer base of blast furnace steel producers. CROWNROCK LP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' corporate credit rating on Midland, Texas-based oil and gas exploration and production (E&P) company CrownRock L.P. The rating outlook is stable. S&P said, "At the same time, we raised our issue-level rating on CrownRock's senior unsecured debt to 'BB-' from 'B+', and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates our expectation of substantial (70% to 90%; rounded estimate; 75%) recovery in the event of a payment default. "The rating actions follow our updated recovery analysis for CrownRock. The valuation reflects the company's year-end 2017 PV-10 report, using our recovery price assumptions of $50 per barrel for West Texas Intermediate (WTI) crude oil, $3.00 per million Btu for Henry Hub natural gas, and natural gas liquids priced at the historical 12-month average realization. "The stable outlook reflects our expectation that CrownRock will continue to develop its asset base, with production and costs in line with our current projections. As a result, we forecast that CrownRock will maintain adequate liquidity and FFO to debt of at least 12% over the next two years. "We could lower the rating if the company's funds from operations (FFO) to debt declines below 12% and we see no clear path to improvement. We could envision this scenario if commodity prices fall and CrownRock relies predominantly on its revolving credit facility to fund capital spending or production and costs are weaker than our current projections. "We could raise the rating if CrownRock continued to develop its asset base and increase its reserve and production profile commensurate with higher-rated peers while maintaining FFO to debt of at least 20%. We could envision this scenario if commodity prices are in line with our expectations and the company was able to increase production and develop its acreage." CSM BAKERY: Bank Debt Trades at 3.75% Off ----------------------------------------- Participations in a syndicated loan under which CSM Bakery Solutions is a borrower traded in the secondary market at 96.25 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.36 percentage points from the previous week. CSM Bakery pays 400 basis points above LIBOR to borrow under the $157 million facility. The bank loan matures on July 30, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. EXTREME REACH: S&P Affirms 'B-' Corp. Credit Rating, Outlook Neg. ----------------------------------------------------------------- U.S. advertising services company Extreme Reach Inc.'s cost-cutting initiatives and stronger-than-forecasted revenues, expanded its EBITDA margins in the fourth quarter of 2017, which has improved its expectations for the company's covenant cushion over the next 12 months. S&P Global Ratings affirmed its 'B-' corporate credit rating on U.S. advertising services company Extreme Reach Inc. and removed all of its ratings on the company from CreditWatch, where S&P placed them with negative implications on Jan. 10, 2018. The outlook is negative. S&P said, "The cost-savings initiatives that Extreme Reach implemented in 2017 expanded its EBITDA margins in the fourth quarter of the year, which has improved our covenant cushion expectations for the company over the next 12 months. We had previously forecast that the company would breach its total net consolidated leverage covenant in the third quarter of 2018 when the covenant steps down to 4.0x. However, we now believe that, while Extreme Reach's covenant cushion will remain very tight during the step downs, it will not likely breach its covenants over the next 12 months because it will benefit from a full year of cost reductions in 2018 (which the company expects will provide $12 million of annual savings). "The negative outlook on Extreme Reach reflects our expectation that the company will maintain a very thin margin of compliance with its covenant over the next 12-18 months on continued weak pricing and delivery volume trends in its TV ad delivery business. "We could lower our ratings on Extreme Reach if the company's pricing and delivery volumes decline beyond the expectations in our base-case scenario such that its FOCF declines below $25 million on a sustained basis, which is less than what we view as necessary to cover the company's fixed charges (including mandatory amortization payments). We could also lower the ratings if we believe that the company will be unable to avoid a covenant breach without an amendment. "We could revise our outlook on Extreme Reach to stable if its covenant cushion improves comfortably above 15%, either because the company significantly outperforms our base-case scenario or through an amendment. We could also raise our ratings if Extreme Reach is able to improve the diversity of its revenue mix, particularly by increasing the revenue from its talent and digital segments to more than offset the secular pressures affecting its TV ad delivery segment, while maintaining adequate liquidity." FARGO TRUCKING: Given Until May 5 to File Plan of Reorganization ---------------------------------------------------------------- Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California, at the behest of Fargo Trucking Company, Inc., has extended the expiration date of Debtor's exclusive period to file a Plan to May 5, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend the exclusive period to file a plan of reorganization from March 6, 2018, to at least until June 4, 2018 in order to: (i) allow the Debtor to work with the Official Committee of Unsecured Creditors, judgment holders, the California Department of Labor Standards Enforcement, Office of the Labor Commissioner, and the Joe Murez Exempt Trust to resolve any concerns they have as to the settlement motion, (ii) allow the Debtor sufficient time to resolve the fraudulent conveyance claims through the settlement motion which will provide funds with which the Debtor can fund a plan, (iii) allow the Debtor sufficient time to resolve the claims filed against it, (iv) allow the Debtor sufficient time to assess profitability and provide projections supporting feasibility of any proposed plan, and (v) allow the Debtor time to engage in settlement negotiations with the Committee regarding a joint plan. To emerge from bankruptcy, the Debtor's intention was to enter into a settlement with various entities that may have liabilities to the Debtor based on fraudulent conveyance and other theories. The Debtor reached settlement with the various entities. On Jan. 10, 2018, the Debtor filed a motion for an order approving settlement between the Debtor and CKT Logistics, Inc., Fargo International, LLC, Fargo Transport, LLC, Fargo Trucking Logistic Co., LLC, Express FTC, Inc., Hancore Brokerage Services, Inc., W3 International, Inc., June H. Ou, Philip H. Ting, Gershom Shing, Robert F. Wallace, Kurt Oliver, and Sigmund H. Ting pursuant to Federal Rule of Bankruptcy Procedure 9019. The proposed settlement provides for payment of the total sum of $2 million and transfer of 52 trucks to the Debtor's estate and the waiver of a claim of at least $1.2 million (a settlement having a value to the estate of $5 million -- not taking into account the value of the waived claim). This settlement will provide funds with which the Debtor can fund a plan. The settlement motions had been set for hearing on May 1, 2018, and no party will be able to file a plan before the settlement motion is resolved. About Fargo Trucking Company Fargo Trucking Company, Inc., is Compton, California-based company that provides trucking services. Fargo Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-23714) on Nov. 6, 2017. In the petition signed by CEO Robert Wallace, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Neil W. Bason presides over the case. David R. Haberbush, Esq., Vanessa M. Haberbush, Esq., and Lane K. Bogard, Esq., at Haberbush & Associates, LLP, serve as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case. The Committee retained Levene, Neale, Bender, Yoo & Brill LLP, as its legal counsel. FASTLANE HOLDING: S&P Raises CCR to 'B-', Off CreditWatch Positive ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Dallas-based Fastlane Holding Co. Inc. to 'B-' from 'CCC+' and removed the rating from CreditWatch, where S&P placed it with positive implications on March 15, 2018. The outlook is stable. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's $482 million first-lien term loan due in November 2022. Our '4' recovery rating indicates our expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of payment default. "In addition, we affirmed our 'CCC' issue-level rating on Fastlane's $175 million second-lien term loan due in May 2023. Our '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. "The upgrade reflects our view that Fastlane's successful completion of its refinancing transaction eliminated upcoming refinancing risk and our corresponding liquidity concerns. Fastlane successfully extended the maturities of its first- and second-lien term loans by three years, to 2022 and 2023, respectively." Since the company's $250 million asset-based lending (ABL) revolver (unrated) becomes due at the earliest of Jan. 29, 2021, or 91 days before the maturity of its term loan, the transaction also extended the revolver's maturity to 2021. Under the final terms of the transaction, Fastlane increased its first-lien term loan by $85 million to $482 million and decreased its second-lien term loan by $25 million to $175 million. Fastlane used net proceeds (plus $3 million cash on its balance sheet) to repay a portion of its revolver balance (reducing the amount outstanding to approximately $103 million) and pay $25 million in transaction-related fees and expenses. S&P said, "The stable outlook reflects our expectation that modest EBITDA growth will contribute to leverage improvement over the next few years. While we expect the company's FOCF generation to meaningfully improve from 2017, we still expect working capital outflows, related to the company's continued investment in product expansion, to pressure FOCF. "We could lower the ratings within the next 12 months if weaker-than-expected operating performance results in meaningfully negative free cash flow or strained liquidity. This could occur if Fastlane commits larger–than-expected working capital to fund the ongoing expansion of new products. Alternatively, we could also lower the ratings if we come to believe that Fastlane depends on favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial commitments as unsustainable in the long term, even though it may not face a credit or payment crisis within the next 12 months. "Although unlikely over the next 12 months given the company's high leverage, we could raise the rating if the company maintained ongoing revenue and EBITDA growth, such that adjusted debt to EBITDA declines toward 5x, and we expect this performance to be sustainable. In addition, to raise the rating, we would expect the company to generate free cash flow to adjusted debt approaching 5%." FIDALGO 2010: New Plan to Pay Old Republic Monthly at 4% for 30 Yrs ------------------------------------------------------------------- Fidalgo 2010 filed with the U.S. Bankruptcy Court for the Western District of Washington an amended combined plan and disclosure statement dated March 23, 2018. The amended plan modified the treatment of Class 1 secured creditor Old Republic National Title Insurance. Old Republic National Title Insurance has sued Michael and Cindy Beverick regarding their obligation secured by a Deed of Trust on the Mt. Vernon home, in the Chelan County Superior Court. Old Republic has asked that Court to fix the amount of the obligation. The Debtor recognizes some liability on the Note(s); however, the Debtor reserves the right to modify the Plan in accordance with the findings of the Chelan County Superior Court fixing the value of this claim, and the Debtor intends to incorporate the Orders of that Court in the modified plan. The Debtor will begin making payments to Old Republic on the first day of the first full month following the effective date of confirmation of this Plan, even if no ruling has yet been issued. The Debtor bases his payment terms on $245,000 (the face value of the Notes), paid out monthly for 30 years at 4% fixed interest, with a balloon of any balance remaining at the end of the plan. The Debtor calculated the approximate balloon by taking the total including interest of a principal balance of $347,417 and deducting the total including interest of a principal balance of $245,000, resulting in an estimated balloon payment of $176,025. Should the Chelan Court find the obligation to be null or less than the amount paid by the Debtor through the date of the Order, Debtor reserves the right to seek turnover of any excess funds. In such a situation, the Debtor would amend the Plan to provide for a greater distribution to Class 2 as well, as there would be additional equity upon which its lien could attach. Payments and distributions under the Plan will be funded by the rental of the home as a single-family residence to the current long-term tenant. The current rental payment is $2100 per month. With a total monthly payment of $1421, the Debtor would have a net cash flow of $659 monthly to pay for its operating expenses. Its primary ongoing expense is for insurance, which is currently $96 per month. (Any obligations of Michael and Cindy Beverick will be paid outside of this Plan from their separate incomes.) A copy of the Amended Combined Plan and Disclosures is available at: http://bankrupt.com/misc/wawb17-14004-42.pdf About Fidalgo 2010 LLC Based in Leavenworth, Washington, Fidalgo 2010, LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14004) on Sept. 12, 2017. Larry B. Feinstein, Esq., at Vortman & Feinstein, P.S., is the Debtor's counsel. The Debtor estimated less than $1 million in both assets and liabilities. FIELDWOOD ENERGY: Closes Acquisition of Noble's Deepwater Assets ---------------------------------------------------------------- Fieldwood Energy LLC on April 12, 2018, announced the closing of its acquisition of all of Noble Energy, Inc.'s deepwater oil and gas assets located in the Gulf of Mexico with an effective date of January 1, 2018. The acquisition was a key component of Fieldwood's innovative restructuring and recapitalization plan, which was confirmed last week by the Bankruptcy Court for the Southern District of Texas. Through the prepackaged plan, Fieldwood raised $525 million of capital which was used to fund the acquisition and provide general working capital, while reducing its debt levels by $1.6 billion and eliminating $134 million in annual cash interest. Fieldwood's Chief Executive Officer, Matt McCarroll, commented, "This acquisition adds quality producing assets to our existing portfolio, provides us with numerous deepwater drilling opportunities and enhances our position as one of the largest operators in the Gulf of Mexico. With a strengthened balance sheet, substantially more cash flow and the new, talented deepwater operating team, we are well positioned to capitalize on future opportunities while executing our safe and efficient operations strategy to create long-term value." The entire restructuring and recapitalization process was remarkable in that it included a major acquisition, received a 100% vote of approval from lenders and attracted 100% participation in the equity rights offering. "I am grateful to our dedicated employees, equity owners, lenders and all other stakeholders for their contributions in crafting and completing this extraordinary plan," Mr. McCarroll said. "Reorganizing with such creativity and recapitalizing with such consensus, is a testament to our team's innovative thinking and commitment to doing what it takes to forge a successful future for this company," he concluded. Weil, Gotshal & Manges LLP served as Fieldwood's legal counsel, along with Evercore Group LLC as its financial advisor and Opportune LLP as its restructuring advisor. Advisors to the first-lien group were O'Melveny & Myers LLP, Houlihan Lokey Capital, Inc., Willkie Farr & Gallagher LLP, and RPA Advisors, LLC. Davis Polk & Wardwell LLP and PJT Partners LP were advisors to the junior lender group and new equity holders. Riverstone Holdings LLC was advised by Vinson & Elkins LLP and Perella Weinberg Partners. Fieldwood greatly appreciates its investors and all the advisors for their counsel and support. About Fieldwood Energy Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over 2 million gross acres with 1,000 wells and 750 employees. Fieldwood Energy LLC and its 13 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. Fieldwood estimated $1 billion to $10 billion in assets and debt. The Company has engaged Weil, Gotshal & Manges LLP as its legal counsel, Evercore Group LLC as its financial advisor, and Opportune LLP as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent. The First Lien Group has engaged O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its legal counsel and RPA Advisors, LLC as its financial advisor. The Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. Riverstone has engaged Vinson & Elkins LLP as its legal counsel and Perella Weinberg Partners as its financial advisor. FIRESTAR DIAMOND: Court Directs Appointment of Chapter 11 Examiner ------------------------------------------------------------------ Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing the U.S. Trustee to appoint a Chapter 11 examiner for Firestar Diamond, Inc., et al. "There's obviously a need for an examiner here," Judge Lane said after the parties involved in the Chapter 11 cases said they do not oppose the appointment of an examiner who would investigate Indian billionaire Nirav Modi's ties to his bankrupt U.S. jewelry businesses, Alex Wolf of Law360 reported. The appointment of the Chapter 11 Examiner came at the behest of William K. Harrington, the U.S. Trustee for Region 2. Based upon extensive discussions with the Office of the U.S. Trustee, the Debtors have consented to the appointment of an Examiner in these cases. For these reasons, the U.S. Trustee urged the Court to direct the U.S. Trustee to appoint an Examiner, pursuant to section 1104(d) of the Bankruptcy Code. The U.S. Trustee said that the ultimate owner of each of the debtors in these cases is Nirav Modi. According to press and other reports, Modi has been charged by government officials in India in connection with fraudulent and unauthorized transactions at Punjab National Bank. Mr. Modi is an internationally recognized jeweler and diamond dealer. The U.S. Trustee asserted that an examiner should be appointed to provide the Court, the U.S. Trustee and creditors in this case with transparency and clarity as to the role, if any, that Modi plays or has played with respect to these Chapter 11 cases. Specifically, the U.S. Trustee contented that as an independent fiduciary, the Examiner would investigate the relationship between the debtors and any entity under the direct or indirect control of Modi (the "Modi Entities") for the purpose of determining: (1) whether and to what extent, if any, Modi or the Modi Entities have the ability to direct and/or influence the conduct, decisions or actions taken by the Debtors in these Cases; (2) whether any current officer or director of the Debtors actively and knowingly participated in fraud or dishonesty in the management of the affairs of the Debtors; (3) whether any claims or causes of action in favor of the Debtors may arise from the Alleged Fraud Circumstances; and (4) otherwise perform the duties of an examiner as contained within in the scope of the Bankruptcy Code solely to the extent required or necessary to the foregoing investigation. About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Marks Paneth LLP is hired as financial advisor. FOCUS FINANCIAL: Loan Upsizing No Impact on Moody's B1 CFR ---------------------------------------------------------- Moody's Investors Service announced that Focus Financial Partners, LLC's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), Ba3 senior secured credit facilities and the stable ratings outlook are not affected by the $200 million increase to the company's term loan. The upsizing has a minimal impact on the company's financial leverage because the incremental debt was used to fund the acquisition of several new partner firms which includes acquired EBITDA. Pro-forma debt - to - EBITDA, as calculated by Moody's, will be 6.6x compared to 6.7x at September 30, 2017. Focus' B1 CFR reflects its rapid growth and reliance on debt to become the leading consolidator of wealth managers in the US. Deleveraging for the company will be modest and driven by the cash flows acquired rather than from debt amortization. The company closed on the acquisition of several new partner firms this month, including: Los Angeles-based family office, Nigro Karlin Segal Feldstein & Bolno as well as registered investment advisory firms, Bartlett & Co., LLC and Campbell Deegan Financial. Factors that could lead to an upgrade of Focus' ratings include significant deleveraging such that debt-to-EBITDA, as calculated by Moody's, is sustained below 5.0x; and/or the company diversifies its funding sources. Conversely, factors that could lead to a ratings downgrade include: debt/EBITDA above 6.0x for a sustained period; and/or a deterioration in wealth management fee rates or loss of pricing power. Founded in 2004, Focus is headquartered in New York. The company is a partnership of over 50 autonomous wealth management firms that caters to high net worth individuals. During 2017, the company had revenues of approximately $660 million. FQ/LB LP: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: FQ/LB L.P. 2040 N. Loop 336 W Suite 216 Conroe, TX 77304 Business Description: FQ/LB L.P. is a privately held company in Conroe, Texas that operates in the land subdivision industry. Chapter 11 Petition Date: April 13, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-31895 Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Joseph G Epstein, Esq. JOSEPH G. EPSTEIN PLLC 24 Greenway Plaza 970 Houston, TX 77046 Tel: 713-222-8400 Fax: 713-236-7768 E-mail: joe@epsteintexaslaw.com - and - SHANNON, MARTIN, FINKELSTEIN, ALVARADO & DUNNE, P.C. Debtors' Special Litigation Counsel: FELDMAN & FELDMAN, P.C. Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John R. Christie, president Broussard Development Co., Inc. GP. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-31895.pdf GENON ENERGY: Plan Filing Period Extended Through Dec. 14 --------------------------------------------------------- The Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas, at the behest of GenOn Energy, Inc., and certain of its debtor-affiliates, has extended the Debtors' exclusive period to file a chapter 11 plan for each Debtor through and including December 14, 2018, as well as the their exclusive period to solicit acceptances of a chapter 11 plan for each Debtor through and including February 14, 2019. As reported by the Troubled Company Reporter on March 26, 2018, the Debtors asked the Court to extend the exclusive periods asserting that extending the exclusivity periods will afford the Debtors and their stakeholders time to finalize the restructuring transactions contemplated by the Plan and proceed toward emergence in an efficient, organized fashion, without unnecessary risk. The Debtors believed that maintaining the exclusive right to file and solicit votes on a plan of reorganization is critical to the Debtors' efforts to conduct a potentially value-maximizing marketing process while also pursuing the standalone restructuring contemplated by the prepetition restructuring support agreement. On December 12, 2017, the Court entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc., and Its Debtor Affiliates. Currently, the Filing Exclusivity Period will expire on April 12, 2018, and the Solicitation Exclusivity Period will expire on June 11, 2018. Because the Plan was filed and confirmed within the existing Exclusivity Periods, no party in interest may currently file or solicit a plan. Nonetheless, out of an abundance of caution before the Plan becomes effective, the Debtors believed it is prudent to seek an extension of the Exclusivity Periods in order to preserve their exclusive ability to file and solicit a new plan of reorganization should unforeseen issues arise with respect to the Plan becoming effective. Given that the Debtors have already confirmed the Plan and are diligently working toward emergence as contemplated by the Debtors and their organized constituents, an extension to the statutory maximum is appropriate, will avoid future unnecessary motion practice, and does not prejudice any parties. The Confirmation Order highlights numerous items necessary for the successful execution and implementation of the Plan. The Plan involves several stages of consummation, including: implementation of the NRG Settlement, implementation of the GenMA Settlement, a series of potential asset sales, separation of the Debtors' business from NRG's, and distributions to creditors. The GenMA Settlement in particular serves as a gating item for consummation of the NRG Settlement and consummation of the Plan. Meanwhile, the Debtors have simultaneously been pursuing a series of asset sales designed to maximize the value of their estates. These asset sales have been authorized by the Court and allow the Debtors to take all actions necessary or appropriate to consummate such Third-Party Sale Transactions. These Third-Party Sale Transactions are ongoing and will further the Debtors' value-maximizing goals. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GETTY IMAGES: Bank Debt Trades at 5.25% Off ------------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 94.75 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.00 percentage points from the previous week. Getty Images pays 350 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on October 3, 2019. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. GIGA-TRONICS INC: Grants Amended Options to CEO and CFO ------------------------------------------------------- Giga-tronics Incorporated has granted or amended certain options in favor of John R. Regazzi, chief executive officer, and Lutz P. Henckels, acting chief financial officer. Both are also directors of the Company. Mr. Regazzi had nonqualified options for 299,750 shares repriced from $1.64, $1.42 and $1.65 per share to $.33 per share, the closing market price on the effective date, and received a grant of 100,000 new options exercisable at $.33 per shares. The new options vest at the rate of 25% after one year and 1/48 of the original grant each month thereafter, so all options are vested after four years. Vesting is automatically accelerated in case of a change in control in which his employment is terminated or terms of employment are adversely modified. Mr. Henckels received a special grant of nonqualified options for 400,000 shares of common stock in consideration of his agreement to join management as an employee and officer. The exercise price is $.33 per share and the vesting schedule is also 25% after one year and 1/48 of the original grant each month thereafter. Vesting is automatically accelerated in case of a change in control in which his employment is terminated or terms of employment are adversely modified. Mr. Henckels agreed to cancelation of options for 38,500 shares of common stock with exercise prices of $1.53 to 1.84 per share. On the same day the board awarded grants for options to acquire shares of common stock to other employees of the Company at the same exercise price and on the same vesting schedule other than the automatic acceleration provisions. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated produces electronic warfare instruments used in the defense industry and YIG RADAR filters used in fighter jet aircraft. It designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the fiscal year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of Dec. 30, 2017, Giga-Tronics had $8.17 million in total assets, $8.76 million in total liabilities and a total shareholders' deficit of $586,000. Going Concern The Company incurred net losses of $313,000 for the third quarter and $2.7 million for the first nine months of fiscal 2018, respectively. These losses have contributed to an accumulated deficit of $28.2 million and shareholders' (deficit) equity of ($586,000) as of Dec. 30, 2017. The Company used cash flow in operations totaling $1.4 million in the first nine months of fiscal 2018. As disclosed in its Quarterly Report on Form 10-Q for the period ended Dec. 30, 2017, the Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator and the Advanced Signal Analyzer. These delays have contributed, in part, to a decrease in working capital. The new ASG and ASA products have shipped to several customers, but potential delays in the development or refinement of additional features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG and ASA, could significantly contribute to additional future losses and decreases in working capital. To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of Dec. 30, 2017, the Company had borrowed $552,000 under the line of credit. The Company said these matters raise substantial doubt as to its ability to continue as a going concern. GREENTECH AUTOMOTIVE: Taps Horne LLP as Tax Accountant ------------------------------------------------------ GreenTech Automotive, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Horne LLP as its tax accountant. Horne will assist the Debtor in the preparation of federal and state tax returns and respond to correspondence from taxing authorities. The firm will be paid a flat fee of $11,000 for its services. Angela Phyfer, a certified public accountant employed with Horne, disclosed in a court filing that her firm does not hold any interests adverse to the Debtor's interest, creditors or equity security holders. The firm can be reached through: Angela Phyfer Horne LLP 1020 Highland Colony Parkway, Suite 400 Ridgeland, MS 39157 Main: 601.326.1000 Direct: 601.326.1022 Email: angela.phyfer@hornellp.com About GreenTech Automotive GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an electric car company, and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on Feb. 26, 2018. GreenTech Automotive, headquartered in Sterling, Virginia, was organized in Mississippi in 2009 for the purpose of developing, producing, marketing and financing energy efficient automobiles, including electric cars. WMIC, a Virginia corporation, is a holding company that holds a majority of the outstanding shares of common stock of GreenTech. In the petition signed by Norman Chirite, authorized representative, GreenTech estimated $100 million to $500 million in both assets and liabilities. The Hon. Brian F. Kenney presides over the cases. Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S. Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel to the Debtors. HAGGEN HOLDINGS: Mark Felger Named Mediator in TNG Case ------------------------------------------------------- HH LIQUIDATION, LLC, its affiliates, the Official Committee of Unsecured Creditors and defendant TNG GP fka The News Group LP stipulate that Mark E. Felger, Esq., of Cozen O'Connor will be appointed as the mediator in their adversary proceeding. The mediation between the parties will proceed in accordance with the scheduling court order and the deadlines set forth therein and will be conducted in accordance with the Local Rules of Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court for the District of Delaware and/or otherwise as may be agreed by the parties and the Mediator. A copy of the stipulation is available at: http://bankrupt.com/misc/deb17-51198-23.pdf Mr. Felger can be reached at: Mark E. Felger, Esq. COZEN O'CONNOR Co-Chair, Bankruptcy, Insolvency & Restructuring 1201 North Market Street, Suite 1001 Wilmington, DE 19801 Tel: (302) 295-2087 Fax: (302) 295-2013 Email: mfelger@cozen.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15- 1879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed an official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. Giuliano, Miller & Company, LLC, serves as tax advisors to the Committee. * * * Following the sale of core assets, Haggen Holdings LLC changed its name to HH Liquidation, LLC. HALO HOME: Unsecureds to Get 100% Over 84 Months at 1% Per Annum ---------------------------------------------------------------- Halo Home Health, LLC, will pay its general unsecured creditors 100% by remitting monthly payments of $1,670 for 84 months with the payment to be distributed pro-rata to the creditors, according to the disclosure statement explaining the Debtor's Chapter 11 plan of reorganization. The unpaid principal amount will accrue interest at 1% per annum, until paid in full. The unsecured non-priority class consists $135,449.35 owed to nine (9) different unsecured creditors. The Debtor was formed for the purpose of providing skilled nursing care to patients in their homes. The Debtor's projected average monthly net income is $11,507.85. This monthly income is sufficient to pay the Plan Payment of $10,992.10. This income does not include the collection of a significant amount of pending reimbursements from Medicaid that was delayed due to issues arising from the non-renewal of Debtor's license. Upon confirmation of the Plan, the license is expected to be renewed and all reimbursements paid. The non-renewal of the license was caused by the Federal Tax Liens and taxes owed to the Internal Revenue Service. The Plan provides the terms for payment of those taxes and satisfies the Debtor's requirement for a "payment plan" required by the Texas Health & Human Services Commission. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-10200-106.pdf About Halo Home Health Halo Home Health, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-10200) on June 1, 2017. Judge Eduardo V. Rodriguez presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired Marcos D Oliva, P.C., as counsel. No trustee, examiner or creditors' committee has been appointed in the Debtor's case. HALT MEDICAL: Seeks June 8 Exclusive Plan Filing Period Extension ----------------------------------------------------------------- HMI Liquidating Inc. requests the U.S. Bankruptcy Court for the District of Delaware to (a) extend the Plan Period a further 60 days through and including June 8, 2018, and the Solicitation Period through and including August 7, 2018; and (b) prohibit any party, other than the Debtor, from filing a competing plan and/or soliciting acceptances of any such competing plan during the extended Exclusive Periods. The hearing on the Debtor's request is set for April 30, 2018, at 10:00 a.m. (ET). Objections to the deadline must be filed by April 23, 2018, at 4:00 p.m. (ET). Pursuant to a prior order entered by this Court on December 28, 2017, the Plan Period for the Debtor is currently set to expire on April 9, 2018, and the Solicitation Period is set to expire on June 8, 2018. The Debtor claims that it is near completion of a chapter 11 plan to wind down of its case. Despite the Debtor's prior efforts, additional time is required in in order for key parties to act upon the proposed chapter 11 plan and to effect the filing of such plan. The Debtor submits that a reasonable further extension of the Exclusive Periods is merited under the circumstances. The Debtor avers that the extensions requested will foster an efficient plan process, allowing the Debtor to complete its plan and negotiate with key stakeholders without upsetting the balance intended by the plan exclusivity accorded to a debtor under the Bankruptcy Code. Turning to the Dow Corning factors, the Debtor asserts that its case involved a large and complex business operation since its operations took place in regulated markets in the United States, European Union, Canada, Mexico, and Israel. Its funded prepetition debt is substantial, exceeding $155 million in prepetition secured debt. The Debtor contends that the second Dow Corning factor -- time elapsed in chapter 11 -- also favors an exclusivity extension since the case is still in a position to exit chapter 11 without undue delay. With respect to the third Dow Corning factor, the Debtor discloses that it has had several unresolved contingencies during much of its initial Exclusive Periods. The sale process and the DIP motion, among other things, were all contingencies that required resolution. Although most of the Debtor's contingencies are behind it, certain additional matters still need to be addressed with the Debtor's stakeholders. Therefore, the Debtor contends that this factor also favors the requested exclusivity extension. The Debtor contends that the fourth Dow Corning factor also supports the exclusivity extension, in view of the major progress made by the Debtor in case to date. The Debtor set ambitious goals for the initial months of its case, and essentially met or exceeded those goals, particularly with respect to the event timeline for its sale process. Finally, the Debtor claims that the fifth Dow Corning factor supports the requested extension since the extension will not prejudice creditors or other stakeholders of the Debtor's estate. Indeed, expiration of either of the Exclusive Periods at this juncture gives rise to the risk of competing chapter 11 plans, which inevitably would involve substantially increased administrative expenses and litigation. In this case, the Debtor has considered such an exercise would almost certainly end up decreasing net recoveries to the Debtor's creditors, and may significantly delay the Debtor's ability to confirm any plan in this bankruptcy case. Accordingly, the Debtor asserts that the proposed extension of the Exclusive Periods is warranted because, among other things, an extension of the Exclusive Periods will give the Debtor a reasonable opportunity to complete the formulation and prosecution of a chapter 11 plan. Maintaining exclusivity for the extended period will benefit the Debtor and its estate stakeholders as a whole. The Debtor tells the Court that if the Exclusive Periods were to expire at this point, the risk (albeit perhaps a small risk in this case) is that the careful balancing fostered by exclusivity would vanish, potentially undercutting the Debtor's ability to lead an organized and cost-effective plan process. The Debtor submits that its substantial progress in the case to date warrants affording it a reasonable amount of additional time to have exclusive plan filing and solicitation rights -- in effect to finish out the administration of this case in the manner in which chapter 11 of the Bankruptcy Code is designed. About Halt Medical Inc. Halt Medical, Inc., a surgical device maker, sought bankruptcy protection (Bankr. D. Del. Case No. 17-10810) on April 12, 2017. Kimberly Bridges-Rodriguez, president and CEO, signed the petition. Judge Laurie S. Silverstein presides over the case. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. Steven K. Kortanek, Patricia A. Jackson and Joseph N. Argentina Jr., Esq., at Drinker Biddle & Reath LLP, and Robert L. Eisenbach III and Michael Klein of Cooley LLP, serve as counsel to the Debtor. Canaccord Genuity Inc., is the Debtor's investment banker, and Donlin, Recano & Company, Inc., is the claims and noticing agent. The U.S. Trustee has been unable to form an official unsecured creditors committee in the case. * * * U.S. Bankruptcy Judge Laurie Selber Silverstein approved the sale of the Debtor's assets to its post-petition lender, Acessa AssetCo LLC. The buyer served as stalking horse bidder and was the lone bidder. According to a Bankruptcy Law360 report, Halt Medical sought bankruptcy protection in April with $156.3 million in debt. The Chapter 11 filing followed an abrupt cutoff of financing by longtime private equity investor American Capital Ltd., which itself was acquired by Ares Capital Ltd. The DIP lender and stalking horse bidder is represented by Adam Landis and Kerri Mumford of Landis Rath & Cobb LLP. HAMKOR ENTERPRISES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Hamkor Enterprises, LLC as of April 11, according to a court docket. About Hamkor Enterprises Hamkor Enterprises, LLC is a business service located in Lawrenceville, Georgia. The company opened its doors in 2015. Hamkor Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53937) on March 6, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Wendy L. Hagenau presides over the case. The Debtor hired Macey, Wilensky & Hennings, LLP as its legal counsel. HILTON WORLDWIDE: Moody's Hikes Corporate Family Rating to Ba1 -------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Hilton Worldwide Finance, LLC including its Corporate Family Rating to Ba1, Probability of Default Rating to Ba1-PD, senior secured rating to Baa3 and its unsecured rating to Ba2. Moody's also assigned a Ba2 rating to the company's planned $500 million senior unsecured note issuance and affirmed the company's Speculative Grade Liquidity rating of SGL-1. The rating outlook is stable. "The upgrade reflects Moody's expectation that Hilton will be able to maintain its Moody's adjusted leverage below 4.5x over the next two years," stated Pete Trombetta, Moody's lodging analyst. "The company will grow earnings through increased fee revenues and net unit growth, with excess cash flow going toward share repurchases and dividends," added Trombetta. The proceeds of the planned $500 million note issuance, along with revolver drawings and cash on hand, will be used to repurchase approximately 10 million shares (equivalent to about $750 million) from HNA Tourism Group Co., Ltd, Hilton's largest shareholder. Hilton has the option to increase the repurchase to a total of 16.5 million shares (equivalent to about $1.25 billion). The share repurchase is within management's previous guidance of between $1.0 billion and $1.4 billion for 2018. Despite the risk inherent in pulling a large part of its planned share repurchases to the beginning of the year, comfort is provided by the strong booking trends seen so far in 2018 and the company's financial policy toward maintaining leverage of 3.0x to 3.5x (company's definition). Upgrades: Issuer: Hilton Escrow Issuer LLC (assumed by Hilton Domestic Operating Company Inc.) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2(LGD5) from Ba3(LGD5) Issuer: Hilton Worldwide Finance, LLC -- Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD -- Corporate Family Rating, Upgraded to Ba1 from Ba2 -- Senior Secured Bank Credit Facilities, Upgraded to Baa3(LGD2) from Ba1(LGD2) -- Senior Unsecured Regular Bonds/Debentures, Upgraded to Ba2(LGD5) from Ba3(LGD5) Assignments: Issuer: Hilton Domestic Operating Company Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2(LGD5) Outlook Actions: Issuer: Hilton Worldwide Finance, LLC -- Outlook, Remains Stable Affirmations: Issuer: Hilton Worldwide Finance, LLC -- Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE Hilton's credit profile benefits from its large scale -- with about 856,000 rooms Hilton is the second largest rated hotel company, only behind Marriott -- its well-recognized brands and good diversification by geography and industry segment. Hilton's hotels are located in 105 countries across the world. Hilton's credit profile also benefits from its pipeline of new hotel rooms, which is the largest of Moody's rated issuers. The company projects net unit growth of 6.5% in 2018, on top of 6.5% growth in 2017. Hilton's credit profile also benefits from its very good liquidity profile which includes strong free cash flow and a $1 billion revolving credit facility. Hilton is constrained by its high Moody's adjusted leverage relative to other Ba1 rated companies -- Moody's expect leverage will approximate 4.2x at the end of 2018 -- and Moody's do not expect it to decline materially over the next two years. Hilton's management has publicly stated a net leverage target of between 3.0x and 3.5x. The company calculated its net leverage at December 31, 2017 at 3.1x, including adjustments for stock compensation, a furniture and fixture reserve and other adjustments that Moody's does not include. Moody's leverage calculation also includes operating lease capitalized at 5.0x, underfunded pension liability and 20% of performance guarantees. Also affecting Hilton, along with other lodging companies, is Moody's expectation for modest revenue per available room (RevPAR) growth over the next year. Moody's forecasts muted RevPAR growth of 1% to 3% in 2018 as operators' desire to keep high occupancy limits their ability to increase average daily rates. Hilton has very good liquidity as evidenced by strong free cash flow, ample availability under its $1.0 billion revolving credit facility, and more than sufficient headroom under its financial covenants. Moody's projects Hilton will generate about $800 to $900 million of free cash flow over the next 12 months, most of which will be used for share repurchases. The company has access to a $1.0 billion revolving credit facility which expires in 2021. There were no outstandings under the revolver at December 31, 2017. Hilton is subject to a springing covenant of first lien net leverage of below 7.0x (as defined) and Moody's do not expect the covenant will need to be tested. The stable rating outlook reflects Moody's view that Hilton will maintain leverage below 4.5x over the next 12 to 18 months. Moody's expects that if earnings were to deteriorate, the company would curtail share repurchase activities to stay within its public net leverage target of 3.0x to 3.5x (about 4.0x to 4.5x including Moody's adjustments). Ratings could be downgraded if leverage is sustained above 4.5x and EBITA/interest expense is less than 3.5x. An upgrade would require adoption of financial policies and a capital structure indicative of an investment grade company and continued track record of controlling share repurchases to remain within its stated leverage target. Quantitatively, an upgrade would require debt/EBITDA approaching 3.5x and EBITA/interest expense of above 5.0x. Hilton Worldwide Holdings Inc. is a leading hospitality company with over 5,200 managed, franchised, owned and leased hotels, resorts and timeshare properties comprising more than 856,000 rooms in 105 countries and territories. Prior to the announced transaction, HNA Tourism Group Co., Ltd. owned approximately 26%. Annual net revenues are $3.5 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. HME HOLDINGS: Court Approves Disclosure Statement ------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has approved the disclosure statement explaining the joint plan of reorganization filed by HME Holdings, Inc., P.J. Rosaly Enterprises, Inc., and Islandwide Logistics, Inc. The Bankruptcy Court convened a hearing to consider confirmation of the Plan on March 28. About HME Holdings, P.J. Rosaly & Islandwide Logistics HME Holdings, Inc.; P.J. Rosaly Enterprises, Inc. dba Islandwide Express; and Islandwide Logistics, Inc., filed separate chapter 11 petitions (Bankr. D.P.R. Case Nos. 16-07686, 16-07690 and 16-07693) on Sept. 28, 2016. The petitions were signed by Ivan Marin, president and authorized representative for each Debtor. The cases are jointly administered. The Debtors are represented by Carmen D. Conde Torres, Esq., and Luisa S. Valle Castro, Esq., at C. Conde & Associates. Together, the three entities form the Islandwide Group. HME provides management services for its two related parties: Islandwide Logistics, Inc., and P.J. Rosaly Enterprises, Inc. It runs the human resources, business development, information and technology, finance and accounting departments for both P.J. Rosay Enterprises and Islandwide Logistics. PJ Rosaly specializes in providing next day, same day delivery services to its clients, as well as temperature controlled deliveries. It is also engaged by the main banks in the island and provide internal messenger and clearing house services to these institutions. Islandwide Logistics operates more than 300,000 square feet of warehouse space dedicated to providing its clients with inventory management that includes full inventory systems integration, electronic order processing, RF capability and retail time sensitive delivery service. Logistics' distribution center is designed to ensure the uninterrupted flow of the supply-chain RF Capable Warehouses. HME estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million at the time of the filing. PJ Rosaly estimated assets and liabilities at $1 million to $10 million. Islandwide Logistics estimated assets and liabilities at $1 million to $10 million at the time of the filing. No official committee of unsecured creditors has been appointed in the cases. HUSA INC: Taps Marilyn C. Anderson as Accountant ------------------------------------------------ HUSA, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Marilyn C. Anderson, PC as its accountant. The firm will assist the company and its affiliates in the preparation and filing of their consolidated 2017 and 2018 income tax returns. Marilyn Anderson, a certified public accountant and member of the firm, charges an hourly fee of $175. The rate for other accounting staff is $100 per hour. Ms. Anderson disclosed in a court filing that she and her firm do not hold or represent any interests adverse to the Debtors and their estates. The firm can be reached through: Marilyn C. Anderson Marilyn C. Anderson, PC P.O. Box 6848 Houston, TX 77265 Phone: (713) 306-5151 Email: m.anderson.cpa@att.net About HUSA Inc. Based in Houston, Texas, HUSA Management is a privately held corporation owned by Larry Martin and Edgar Carlson. The company portfolio includes brands like Baker St. Pub & Grill, Sherlock's Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas Ice House & Dance Hall and British Beverage Company. With the purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc. continues to grow. The company is founded in 1995. HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-36535) on Dec. 4, 2017. In the petition signed by Larry Martin, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Marvin Isgur presides over the case. Matthew Brian Probus, Esq., at Wauson Probus, is the Debtor's counsel. The Debtor hired Guideboat Advisors, LLC, as financial investment advisor and asset sale broker. ICAHN ENTERPRISES: S&P Affirms 'BB+' Issuer Credit Rating --------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' issuer credit rating on Icahn Enterprises L.P. The outlook remains stable. S&P said, "At the same time, we also affirmed our 'BB+' issue-level rating on the company's senior unsecured notes. The '3' recovery rating on the debt is unchanged and indicates our expectation of a meaningful (50%-70%; rounded estimate of 65%) recovery in a default scenario." The rating affirmation reflects the expected incremental improvements in the firm's LTV, average credit quality and liquidity as a result of the sale of Federal-Mogul, which is expected to close in the second half of 2018. S&P said, "However, despite these improvements, we believe Icahn's 'BB+' rating continues to be well justified versus comparable peers. Additionally, we expect the firm to operate with a LTV of 30% to 45% over the next year, which we also believe to be consistent with the current rating." S&P said, "The stable outlook reflects our expectation for the transaction to close successfully in the second half of 2018 and for Icahn's portfolio to remain substantially unchanged otherwise. It also reflects our expectation for the company to maintain a LTV ratio between 30% and 45% over the next year. "If Icahn increases its LTV ratio to above 45% on what we believe is a sustainable basis, we could lower the rating. We could also lower the rating if Icahn's portfolio becomes more concentrated, asset credit quality weakens, or Icahn's liquidity deteriorates. "We could raise the rating if Icahn's LTV ratio falls below 30% on a sustained basis. We could also raise the rating if the portfolio's liquidity, diversity, or asset credit quality increases substantially on what we believe to be a sustainable basis." INFOGROUP INC: S&P Alters Outlook to Neg. on Weaker Credit Metrics ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Dallas-based Infogroup Inc. to negative from stable. At the same time, S&P affirmed the 'B' corporate credit rating. S&P said, "In addition, we affirmed our 'B+' issue-level rating on the company's senior secured first-lien credit facility, consisting of a $30 million revolving credit facility and a $250 million term loan. The '2' recovery rating is unchanged, indicating our expectation for substantial (70%-90%; rounded estimate: 80%) recovery of principal for lenders in the event of a payment default. "The outlook revision reflects Infogroup's inability to grow revenues and margins sufficiently to offset the loss of high-margin customers in its Enterprise Data Solutions business, resulting in elevated leverage. Following the weaker-than-anticipated 2017 operating performance, we expect that that the company's free operating cash flow (FOCF) to debt will remain below 5% over the next 12 months. "The negative outlook reflects the company's underperformance in 2017 and our expectation that its leverage could remain elevated above 6x and cash flows could remain low, with FOCF to debt below 5% over the next 12 months. "We could lower the corporate credit rating if the company is unable to grow operations at mid-single-digit levels and efficiently manage costs such that we expect FOCF to debt to remain below 5% on a sustained basis. We could also consider a downgrade if the company faces liquidity constraints. This could result from client losses, especially in the company's high-margin Licensing segment, or if the company faces additional restructuring costs. "We could revise the outlook back to stable over the next 12 months if the company is able to materially grow revenues and EBITDA margins through client growth, rollout of new product initiatives, and further expansion into the nonprofit and political markets. Specifically, we would look for FOCF to debt to increase to the high-single-digit range and leverage to decline toward 5x. We consider an upgrade to be unlikely in the near term." INPIXON: Sabby Volatility Has 5.81% Stake as of April 2 ------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz reported in a Schedule 13G filed with the Securities and Exchange Commission that as of April 2, 2018, they beneficially own 542,403 shares of common stock of Inpixon, constituting 5.81 percent of the shares outstanding. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 542,403 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 542,403 shares of Common Stock because it serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 542,403 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available at: https://is.gd/eDoqNo About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Inpixon had $27.69 million in total assets, $46.54 million in total liabilities and a total stockholders' deficit of $18.85 million. Marcum LLP, in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INPIXON: Says Lock-up Period Does Not Apply to Jan. 8 Offering -------------------------------------------------------------- Inpixon clarified in a Form 8-K filed with the Securities and Exchange Commission that the lock-up period described in that certain notice issued by Bloomberg Automation on April 1, 2018 applies to an aggregate of approximately 9,000 shares of the Company's common stock (after the effect of the Reverse Split), warrants and/or options to purchase approximately 4,052 shares of the Company's common stock (after the effect of the Reverse Split) then owned by certain officers and directors of the Company and any other shares of common stock that may be acquired and beneficially owned by Management during the lock-up period and did not apply to the equity securities issued in the offering of the Company's common stock and warrants to purchase shares of common stock completed on Jan. 8, 2018. While Management was subject to a 90 day lock-up period with respect to any Management Equity in connection with the Offering, such period was later extended to August of 2018 in connection with the closing of a subsequent offering of the Company's securities consummated on February 20, 2018. In addition, the Company also desires to clarify that the reference in the Bloomberg Notice to the issuance of 18 million shares of common stock in the Offering and the price per share at which those shares were offered did not take into account the 1 for 30 reverse stock split implemented by the Company on Feb. 6, 2018. After taking into account the Reverse Split, the Company issued approximately 599,812 shares of common stock at a price of $5.31 per share in the Offering. The Company has requested that a corrective notice be issued to clarify the statements described in the Bloomberg Notice. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $35.03 million on $45.13 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $27.50 million on $53.16 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Inpixon had $27.69 million in total assets, $46.54 million in total liabilities and a total stockholders' deficit of $18.85 million. Marcum 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, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INTERNATIONAL WIRE: S&P Alters Outlook to Neg. & Affirms 'B' CCR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Camden, N.Y.-based International Wire Group Holdings Inc. S&P also revised its outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's $260 million senior secured notes due 2021. Our recovery rating on the notes remains '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The outlook revision reflects our view that IWG could come under more earnings and margin pressure due to an increasingly competitive pricing environment within its key automotive end market, as well as higher copper costs--a significant raw material component. The affirmation, however, considers modest near-term pressure on credit metrics due to these emerging headwinds. We believe these factors could cause adjusted EBITDA interest coverage to fall to approximately 1.5x over the next 12 months compared to Dec. 31, 2017 levels of 1.7x. At the same time, we expect leverage metrics, including adjusted debt-to-EBITDA and funds from operations (FFO)-to-debt, to rise to about 6x-6.5x and fall to 4%-6%, respectively, over the next year. Though these leverage and cash flow measures are still appropriate for the rating, they are weaker than Dec. 31, 2017, levels of 5.8x and 8.2%, respectively. "The negative outlook reflects our view that pockets of demand weakness (especially in the automotive end market) exist and the company will likely continue to suffer from overcapacity in the industry and weaker pricing in the near-term. We believe these near-term factors could result in IWG's adjusted EBITDA interest coverage falling to approximately 1.5x over the next 12 months. At the same time, we expect leverage metrics, including adjusted debt-to-EBITDA and FFO-to-debt, to be about 6x-6.5x and 4%-6%, respectively, which we feel are appropriate for the rating. "We could lower our rating by one notch if IWG's credit measures deteriorated such that EBITDA interest coverage remained below 1.5x and adjusted debt-to-EBITDA approached 8x. This could occur if U.S. economic growth slows and end market demand weakens for a prolonged period, prompting volumes to decline by more than 10%. This could also be the outcome if gross margins fall by more than 1.5% due to a combination of higher metals costs and lower selling prices. We could also take a negative rating action if any combination of these macroeconomic factors, pricing, or costs caused the company's liquidity to deteriorate to a level we considered less than adequate. "We could revise our outlook to stable if excess capacity in the automotive industry decreased and selling prices for some of the company's products improved, resulting in adjusted EBITDA interest coverage approaching 2x while holding leverage below 6x. This could occur if volumes grow by more than 5%, or if gross margins grow by more than 1% due to a combination of lower metals costs and higher selling prices." ISAGENIX INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating ("CFR") and a B2-PD Probability of Default Rating to Isagenix International, LLC. At the same time Moody's assigned B2 (LGD 4) ratings to the company's proposed credit facilities. These include a $40 million senior secured first lien revolving credit facility and a $375 million secured first lien term loan. The proceeds from the term loan will be used to finance the purchase of a 30% ownership stake from Isagenix's current owners. The equity purchase will be conducted through a newly established Employee Stock Ownership Plan (ESOP). The revolving credit facility will be used for working capital and general corporate purposes. The rating outlook is stable. Ratings Assigned: Isagenix International, LLC Corporate Family Rating at B2 Probability of Default at B2-PD $40 million senior secured first lien revolving credit facility expiring 2023 at B2 (LGD4) $375 senior secured first lien term loan due 2025 at B2 (LGD4) The rating outlook is stable. RATINGS RATIONALE The B2 CFR reflects Isagenix's narrow product line and narrow target market, combined with the inherent risks related to its multi-level marketing business model. The company's multi-level marketing structure increases the risk of adverse regulatory and/or legal actions, and the potential for actions by regulatory authorities can't be ruled out. The rating is also constrained by the the company's moderate financial leverage following the proposed financing transaction. Peak financial leverage (debt/EBITDA) will be about 3.1x at close. That said, Moody's expects leverage to improve to about 2.9x within 12 months following close of the transaction, reflecting debt paydown. The rating is supported by the company's good profitability, healthy liquidity and solid industry dynamics driven by an aging population and obesity trends. The stable outlook reflects Moody's view that Isagenix's will continue to face the fundamental risks of the multi-level marketing business model. The outlook also reflects Moody's view that the company's financial leverage will steadily improve due to debt repayment and earnings growth. The ratings could be downgraded if Isagenix's operating performance deteriorates, if membership or sales representative counts decline, or if there is an adverse shift in the industry's regulatory environment. Ratings could also be downgraded if debt/EBITDA is sustained above 4.0x, or if liquidity deteriorates. The rating could be upgraded if the company achieves greater scale, profitability improves, and the regulatory environment becomes more stable. The rating could also be upgraded if Moody's gains greater comfort with the company's business model. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in Gilbert, AZ Isagenix is a direct-seller of weight management products, nutritional supplements, and personal care products intended to support a healthy lifestyle. The company operates through a multi-level marketing system that consists of approximately 948,000 members largely in the US. Isagenix generates about $960 million in revenue per annum. ISAGENIX WORLDWIDE: S&P Assigns Prelim. 'B+' CCR, Outlook Stable ---------------------------------------------------------------- U.S.-based Isagenix Worldwide LLC plans to establish a leveraged Employee Stock Ownership Plan (ESOP). S&P Global Ratings said it assigned its preliminary 'B+' corporate credit rating to Gilbert, Ariz.-based Isagenix Worldwide LLC. The outlook is stable. S&P said, "We also assigned our preliminary 'BB-' issue level rating to the proposed $415 million senior secured bank credit facility, which consists of a $40 million revolving credit facility expiring in 2023 and $375 million term loan facility due 2025. The recovery rating on the proposed bank facility is '2', indicating that lenders could expect substantial (70% to 90%; rounded estimate 80%) recovery in the event of a payment default. Pro forma debt outstanding is about $375 million. "The preliminary ratings (which are subject to change) assume the transaction closes substantially on the terms presented to us. This includes but is not limited to establishing the ESOP trust, obtaining both a fairness opinion and a minimum enterprise valuation, and conversion of parent Isagenix Worldwide LLC to "C corporation" status. "Our ratings on Isagenix incorporate the risks associated with operating a multi-level direct sales business model. This includes potential unfavorable legal, regulatory, and reputational developments, the need to maintain and adequately compensate the sales associate base, and high customer turnover. The company also participates in the highly competitive weight loss industry. We have factored into our ratings the company's relatively good history of managing the above risks, particularly compared to its larger and more profitable rival, Herbalife Ltd. In our opinion, Isagenix's practice of shipping products directly to end consumers (instead of shipping to sales associates) and its flatter sales associate compensation structure relative to Herbalife reduces--but does not eliminate--some of these risks. "The stable outlook reflects our expectation that Isagenix will continue to report satisfactory profitability due to continued high obesity rates and sales associate stability, resulting in around $80 million to $85 million of annual free cash flow, which will be used for term loan debt repayment. This should result in adjusted leverage approaching 2.5x within 12 to 18 months of ESOP transaction close. "We could lower the ratings if we forecast adjusted leverage will exceed 4x, possibly due to an unfavorable change in the company's financial policy. In addition, a lower rating could result if there are meaningfully negative developments with respect to litigation, regulation, or reputational setbacks. We could also lower the rating if there is escalating competition in the weight loss and nutrition space, potentially leading to a sizable decline in the member base (including sales associates) and a significant drop in free cash flow, or if input or freight costs increase significantly. "Although highly unlikely over the next 12 months, we could raise the rating if we expected adjusted leverage will improve and remain close to 2x. We could also raise the rating if the company is able to diversify its product offering, expand its geographic footprint, and grow its member base, while remaining free of material legal, regulatory, and reputational problems." J.B. POINDEXTER: S&P Rates New $300MM Unsec. Notes Due 2026 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Houston-based J.B. Poindexter & Co. Inc.'s proposed $300 million senior unsecured notes due 2026. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. The company plans to use the proceeds from this issuance to fund future acquisitions. The 'BB-' corporate credit rating and stable outlook on J.B. Poindexter remain unchanged. J.B. Poindexter is a privately owned company that manufactures van and truck bodies, truck accessories, specialty vehicles, and packaging materials in North America. RECOVERY ANALYSIS Key analytical factors The '3' recovery rating on J.B. Poindexter's senior unsecured notes reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery after satisfying unpaid priority administrative expenses, asset-backed lending (ABL) revolving credit facility lenders, and capital lease claims. S&P said, "Our simulated default scenario assumes a default occurring in 2022 due to a prolonged cyclical downturn in Poindexter's key end markets. The combination of weak demand for the company's trucks and step vans and lower energy prices--which would reduce the demand for machining services in the company's specialty manufacturing division--result in low production volumes, reduced profitability, and impaired cash flow generation. Combined with shrinking collateral values under Poindexter's ABL facility, this would eventually erode the company's liquidity until it is insufficient to service its obligations. "We valued the company on a going-concern basis. The gross enterprise value of $239 million is based on an emergence EBITDA of $48 million and a valuation multiple of 5x (which is in line with the multiples that we apply to similarly rated capital goods companies)." Simulated default assumptions -- Simulated year of default: 2022 -- Implied enterprise value multiple: 5x -- EBITDA at emergence: $48 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $227 million -- ABL lenders' claims: $58 million --Recovery expectations: Not applicable -- Total value available to unsecured claims: $169 million -- Senior unsecured debt and pari passu claims: $315 million --Recovery expectations: 50%-70% (rounded estimate: 50%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST J.B. Poindexter & Co. Inc. Corporate Credit Rating BB-/Stable/-- New Rating J.B. Poindexter & Co. Inc. Senior Unsecured $300M Notes Due 2026 BB- Recovery Rating 3(50%) JAMES R. PITCAIRN: Exclusive Plan Filing Period Extended to July 18 ------------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania has extended James R. Pitcairn, Inc.'s exclusivity period to file a plan to July 18, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court for a ninety day extension of the exclusivity period to file a plan to July 18, 2018 in order to provide appropriate time for the Debtors to file eight monthly operating reports for November, 2017 to June, 2018. The Debtor said that the finalization of all allowed claims and the filing of these operating reports are essential to prepare a plan and disclosure statement. The Debtor is a small business debtor. Absent the requested extension, the Debtor's exclusivity period to file a plan expires on April 19, 2018. The claims bar for governmental claims is April 19, 2018. In order to prepare a plan and disclosure statement which will have the best chance of being approved, the Debtor said that it would be necessary to have a least 8 months of filed monthly operating reports and the claims bar date having passed. About James R. Pitcairn Inc. Based in Pittsburgh, Pennsylvania, James R. Pitcairn, Inc. -- http://www.jamesrpitcairn.com/-- sells, services, installs, and repairs residential elevators, wheelchair lifts, stair lifts, and dumbwaiters. Its products are manufactured by Custom Elevator Manufacturing Company, Inc., and hand crafted to meet each specialized individual's mobility needs. James R. Pitcairn sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-24210) on Oct. 21, 2017. In the petition signed by Craig M. Pitcairn, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Carlota M. Bohm presides over the case. Gary William Short, Esq., at the Law Firm of Gary W. Short, serves as the Debtor's bankruptcy counsel. JASON MAZZEI: Appointment of R.H. Slone as Trustee Approved ----------------------------------------------------------- The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania, at the behest of the U.S. Trustee, has approved the appointment of Robert H. Slone, Esq. as Chapter 11 Trustee in the bankruptcy case of Jason J. Mazzei. Pursuant to the Court's Order dated March 8, 2018, the U.S. Trustee has appointed, Robert H. Slone, Esq. as Chapter 11 Trustee in this case. Jason Mazzei is a licensed real estate agent currently conducting business at 416 East Second Avenue, Tarentum, Pennsylvania. Mr. Mazzei sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 16-24827) on Dec. 30, 2016. The Debtor tapped Albert G. Reese, Jr, Esq., at Law Office of Albert G. Reese, Jr., as counsel. JEFFERY ARAMBEL: Foppiano Buying Howard Ranch for $1.7M ------------------------------------------------------- Jeffery Edward Arambel asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of the real property known as "Howard Ranch," comprising approximately 84 acres of apricot orchards on Howard Road near Stark Road near Patterson, California (APN 021-013-006), to Skip Foppiano or his assignee for the gross price of $1.7 million, subject to overbid. A hearing on the Motion is set for April 19, 2018 at 10:30 a.m. Among the assets of the estate is Howard Ranch. Mr. Foppiano has agreed to purchase the Property subject to the terms and conditions of the Purchase and Sale Agreement. Under the terms of the PSA, Mr. Foppiano agrees to purchase the Property for the gross price of $1.7 million free and clear of liens. The proposed sale is subject to the concurrent sale of the Home Ranch, as described in the accompanying Motion for Authority to Sell Real Property Free and Clear of Liens (Home Ranch) for the gross price of $3.7 million. Howard Ranch and Home Ranch are collateral for the same claims except for real property taxes. The sum of the gross prices of the proposed sales is $5.4 million. $100,000 of the purchase price is comprised of two $50,000 deposits Mr. Foppiano paid in connection with the potential pre-petition sale of certain other real properties, namely the "Kellner Ranch" and the "Newman Ranch." The parties dispute whether said deposits are refundable. The Property secures the following estimated claims: (i) Tax- Stanislaus County Tax Collector - $36,725; (ii) 1st - Mid Valley Services, Inc. - $861,264; (iii) 2nd - Mid Valley Services, Inc. - $3,296,408; (iv) 3rd - Summit - $5,378,229; and (v) 4th - EDD - $20,252. The claims of both Mid Valley Services and Summit are secured by other assets as described in the DIP's Schedules such that their claims are over-secured. In particular, Mid Valley Service' claims are also secured by liens against real properties known as "601 Rogers Road" and the "Grayson Residential" property, as those properties are described in the Schedules. The proposed sales, together, will release 601 Rogers Road and the Grayson Residential property from Mid Valley Services' liens. Additionally, Summit's lien on the property arises from a guarantee of certain obligations of JEA2, LLC. The EDD's lien was recorded post-petition on Jan. 24, 2018, several days after the voluntary petition in the case was filed. The Debtor also asks authority to pay a broker's commission to Pearson Realty of 4% of the gross purchase price. An application to approve Pearson Realty's employment will be filed shortly. In addition, the Debtor estimates that there will be escrow fees, recording fees, transfer taxes and other closing costs will not exceed 2% of the gross purchase price. The two sales are sufficient to pay Stanislaus County Tax Collector and Mid Valley Services' claims in full, as follows: Aggregate Gross Proceeds: $5,400,000 Secured Claims Stanislaus County Tax Collector $79,365 (Both Ranches) Mid Valley (1st DOT) $861,264 Mid Valley (2nd DOT) $3,296,408 Commissions (Both Sales) $216,000 Est. Closing Costs (Both Sales) $108,000 ---------- Total Claims $4,561,038 ---------- Balance $838,962 The material terms of the PSA are: a. Mr. Foppiano, or his assignee, will purchase the Property for the gross of price of $1.7 million, all cash. b. The Property is to be sold upon an "as is, where is" and "with all faults" basis. c. The due diligence period has elapsed, and the sale is free of contingencies. d. A deposit of $2,000 was paid to escrow. e. The date set for close of escrow is April 25, 2018, subject to extension by agreement of the parties. f. The assets to be sold include any crop grown in 2018 and its proceeds; the DIP expects that there will be none or only a nominal crop. g. Upon closing of both sales, the aforesaid deposits totaling $100,000 for potential sales of the Kellner Ranch and Newman Ranch will be released by way of cancelling the underlying escrows, whereupon the deposits will be used to pay the purchase price hereunder. h. Real property taxes and special assessments; amounts payable under agreements encumbering the Property; and annual permit or inspection fees will be pro-rated. The parties will each pay one-half of the total cost of the owner's title insurance policy, transfer taxes, closing fees charged by the title company, and any escrow fees. The DIP will pay for a natural hazards zone disclosure report, the releases of any mortgage or other encumbrance, and a broker's commission to Pearson Reality of 4% of the gross purchase price. Mr. Foppiano will pay the costs for any title insurance required by his lenders, if any. Each party will pay its own legal fees, accounting, and other professional fees. The Debtor does not anticipate any significant tax impacts from the proposed sale because of the substantial net operating loss carryovers he has accrued from prior tax years. The Debtor asks approval of these bidding and sale procedures: a. The sale and opportunity for overbid will be conducted on April 19, 2018, at 10:30 a.m., at 501 "I" Street, 6th Floor, Courtroom 33, in Sacramento, California, or as soon thereafter as the Court may order. b. The auction will be consolidated with the auction for the Home Ranch, with parties submitting joint bids for both properties. c. A Bidder will qualify by presenting the Debtor in Possession with proof that the bidder presently has liquid resources necessary to pay the gross sale price of both properties ($5.5 million) plus the minimum initial overbid. Only qualified bidders may bid. d. The bids must be made in person and will not be accepted by telephone, facsimile or email. e. The minimum initial overbid will be $5.5 million (approximately 102% of the purchase price). Thereafter, bids will be made in minimum increments of $50,000. f. The bids will be made on terms equivalent to or better than the terms provided in the PSAs for the two sales, including terms with respect to due diligence, inspections, contingencies and time for closing. g. The Bids will be all cash and free of contingencies. h. The highest and best combined bid will be reduced to a written agreement acceptable to the Debtor in Possession by April 20, 2018, subject to extension only by express written agreement of the Debtor. i. In the event that there are overbids and Mr. Foppiano is not the successful bidder, the Deposit will be refunded to him within five business days of the hearing. The successful bidder will deposit $4,000 to escrow immediately. The Debtor asks the Court to waive the stays imposed by Rule 62(a) of the Federal Rules of Civil Procedure and Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. Counsel for Debtor: Iain A MacDonald, Esq. Reno F.R. Fernandez, III, Esq. Matthew J. Olson, Esq. MACDONALD | FERNANDEZ LLP 914 Thirteenth Street Modesto, CA 95354 Telephone: (209) 521-8100 Facsimile: (209) 236-0172 Jeffery Edward Arambel sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 18-90029) on Jan. 17, 2018. The Debtor tapped Reno F.R. Fernandez, III, Esq., as counsel. JONES ENERGY: Fitch Lowers IDR to CCC- After Criteria Update ------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of Jones Energy Holdings, LLC (JEH) and its parent, Jones Energy Inc. (NYSE: JONE) to 'CCC-' from 'CCC'. The downgrade reflects Fitch's updated Corporate Rating Criteria that expanded the 'CCC' rating range to include '+' and '-' modifiers. The action resolves the Negative Watch for both entities. Concurrently, Fitch has downgraded JEH's revolving credit facility and its first lien bond ratings to 'B-'/'RR1' from 'B'/'RR1' and the senior unsecured notes ratings to 'CC'/'RR5' from 'CCC-'/'RR5'. In Fitch's Recovery Ratings (RR) scale, 'RR1' denotes 91%-100% expected recovery upon default while 'RR5' denotes 11%-30% expected recovery. KEY RATING DRIVERS Liquidity Concerns Linger: The $450 million debt issuance in February materially improved JONE's cash profile and should support funding of the drilling program and other general corporate purposes over the next 12-18 months. Nonetheless, Fitch anticipates that liquidity could start becoming constrained post 2018 given the company's drilling & completion schedule, associated capex requirements and negative free cash flow through the forecast. Elevated Leverage: Following its 2018 debt issuance, Fitch forecasts JONE's debt/EBITDA will exceed 8.0x in 2018 and remain above 6.0x through 2020. In its base case scenario, Fitch assumes the mid-point of JONE's production guidance at 20.4 mboe/day for 2018. The base case also assumes WTI prices that remain flat at $55/barrel across the forecast, and Henry Hub gas that trends up from $2.75/mcf in 2018 to a long-term price of $3.00/mcf. Updates to Fitch's price assumptions have little impact on JONE's credit metrics given the high proportion of hedges in place. Below Average Growth Profile: Production growth for JONE has been constrained by several factors, including capex cuts in response to the oil price downturn in 2015-2016 and the impact of asset divestitures. Mid-point of the production guidance for 2018 indicates modest volume shrinkage, but a favourable skew toward higher-value liquids. The company had laid down rigs in its core Cleveland (WAB) acreage to focus on its liquid-rich acreage in the Merge with plans for the WAB limited to five held-by-production wells in 2018. Small Size Relative to Peers: JONE's total production in fourth quarter 2017 was approximately 21.2 mboe/day, which is small relative to Fitch's actively monitored E&P peer universe. A small production size can create additional calls on liquidity to fund drilling & completion activity in order to stem declines in the existing portfolio, as growing high yield exploration and production companies typically require liquidity buffers to manage commodity price volatility. The company was reasonably well-protected in 2017 and in prior years via hedge positions. Production is well hedged for 2018 with gas swaps at average prices modestly above Fitch's price deck but oil swaps have average prices below Fitch's price deck at about $51/bbl JONE's ability to maintain and execute new hedges may be impacted by the reduced size of the revolving credit facility, a credit concern in Fitch's view. Recovery Estimates: The recovery analysis for JONE incorporates a reserve based valuation approach, focusing on the Dec. 31, 2017 PV-10 that stood at $626 million. Fitch has the flexibility to apply a traded asset valuation method in line with Fitch corporate notching and recovery criteria for businesses with owned or operated assets that are actively traded through acquisitions or dispositions. Fitch reviewed current pricing multiples commonly used in the E&P sector for acquisitions and dispositions: ($/acre for example), or production based ($/flowing barrel, $/location). These multiples yielded a value close to the Dec. 31, 2017 PV-10 value. Other Fitch related standard adjustments were made to the valuation analysis. After deducting 10% for administrative claims, Fitch estimates that the $50 million senior secured revolving credit facility and the $450 million first lien bonds have recovery prospects of 'RR1'. The recovery value ascribed to the unsecured bonds of 'RR5' denotes 11%-30% expected recovery upon default. DERIVATION SUMMARY Jones Energy's credit profile is weaker than high-yield peers on several key metrics, including size, operational momentum, and leverage metrics. For fiscal year 2017, JONE's total production of 21.3 mboe/d was comparable to Resolute Energy Corp (REN, B-; 25.1 mboe/d), and materially less than peers Laredo Petroleum Inc (LPI; 58.3 mboe/d), Carrizo Oil & Gas Inc (CRZO; 53.8 mboe/d), and Extraction Oil & Gas, Inc (XOG, B+; 51.8 mboe/d). Fitch expects that production growth for JONE will lag peers, based primarily on liquidity constraints after 2018. JONE's netback margin (cash netback / unhedged revenue per boe) is below peers, driven primarily by its higher interest costs of $6.6 /boe. JONE's small production base exacerbates the impact of interest costs when measured on a $/boe basis. Fitch also anticipates that the company's leverage will be higher than peers in 2018. JONE's debt/flowing barrel of $38,203 exceeded that of REN ($22,125), LPI ($13,728), CRZO ($30,587) and XOG ($20,091). KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Base case WTI oil price stable at $55/barrel; -- Base case Henry Hub gas that trends up from $2.75/mcf in 2018 to a long-term price of $3.00/mcf; -- Production decline of 4% in 2018 followed by stable volume in 2019-2020, with liquids volumes growing faster than natural gas reflecting the growing contribution of the liquids-rich Merge assets to the credit profile -- Capex of $150 million in 2018 with modest increment in following years; -- Creation of a drillco is not included. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Growth in production volumes, reserves, and EBITDA leading to production approaching 25-35 mboe/day; -- Maintenance of debt/EBITDA in the 4.5-5.5x range, and debt/flowing barrel below $40,000; -- Sustained operational momentum and improvement in liquidity. Fitch expects that a resumption of sustained operational momentum (i.e. volume growth funding in a credit-neutral manner) and an improved liquidity outlook will be a key factor in positive rating actions. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Significant reduction in liquidity, inability to access capital to fund drilling and completion activity; -- Commencement of liability management exercises such as distressed debt exchanges. LIQUIDITY Liquidity Concerns Remain: Following the February debt issuance, JONE had $251 million of liquidity that consists of $226 million in cash and $25 million undrawn on the revolving credit facility. Fitch anticipates that liquidity could start getting constrained post 2018 given the company's drilling & completion schedule, associated capex requirements, higher interest costs and negative free cash flow forecast. This could limit incremental capital to be deployed into the drilling & completion program, which could further delay the company's ability to de-lever through volume and cash flow growth. The company's maximum total leverage and secured leverage ratios (5.25x and 2.25x respectively effective March 31, 2019), could also constrain the ability to draw under the revolving credit facility post-2018. Financing raised through a drillco would also reduce availability to draw under the revolver. Modest Near-Term Maturities: JONE has modest near-term refinancing risk. The revolving credit facility is the nearest maturity (due November 2019), followed by $409 million of the 6.75% senior notes due April 2022 and $150 million of 9.25% senior notes due March 2023. The first lien bonds due March 2023 have a springing maturity to about 90 days before each senior unsecured notes if outstanding under the maturing note exceed $50 million. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Jones Energy Holdings LLC -- Long-term IDR to 'CCC-' from 'CCC'; -- Senior secured credit facility to 'B-'/'RR1' from 'B'/'RR1'; -- First lien senior notes to 'B-'/'RR1' from 'B'/'RR1'; -- Senior unsecured notes to 'CC'/'RR5' from 'CCC-'/'RR5'. Jones Energy Inc. -- Long-term IDR to 'CCC-' from 'CCC'. JUST LIKE SUGAR: Unsecureds to Get 100% Under Chapter 11 Plan ------------------------------------------------------------- Holders of general unsecured claims against Just Like Sugar, Inc., will receive a distribution of 100% under the Debtor's small business plan of reorganization. Payments and distributions under the Plan will be funded by income from anticipated orders of product from overseas and domestic distributors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-11295-62.pdf About Just Like Sugar Based in Las Vegas, Nevada, Just Like Sugar, Inc. -- http://www.justlikesugarinc.com/-- produces just like sugar products. Founded in 2003, it offers hot cocoa mix, strawberry milk mix, baking and brown sweeteners, and baked fruit and pie seasoning. The Company sells just like sugar products through wholesalers and retailers in the United States. It also serves customers online. Just Like Sugar Inc filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-11295) on March 17, 2017. The Hon. August B. Landis presides over the case. Thomas R. Port, Esq. serves as the counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million liabilities. KINGRIDGE ENTERPRISES: Unsecured to be Paid 10% of Allowed Claims ----------------------------------------------------------------- Kingridge Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Arkansas a disclosure statement to accompany its plan of reorganization dated March 23, 2018. The proposed plan is based upon the Debtors belief that the debt structure contemplated by the Plan will allow debtor to make all required monthly payments for the foreseeable future. The present cash flow is sufficient to carry out the terms of the Plan, and Debtors believe that they will generate sufficient cash flow to fund the Plan. The Plan is designed to pay the present value of secured debt and to pay the outstanding taxes in full. The projection of income to fund the plan will be based on the Debtor's earnings since filing the petition for relief under Chapter 11 which are reflected in the operating reports that have been filed with the Court which was used to project the income throughout the life of the plan. General unsecured creditors in Class 18 will be paid 10% of their allowable claims to be paid on a pro-rata basis. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/areb1713560-76.pdf About Kingridge Enterprises Headquartered in Little Rock, Arizona, Kingridge Enterprises Inc. is a minority commercial construction company primarily engaged in highway construction. Kingridge Enterprises filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ark. Case No. 17-13560) on June 26, 2017, estimating its assets and liabilities at up to $50,000 each. Sheila F. Campbell, Esq., at Sheila Campbell, P.A., serves as the Debtor's bankruptcy counsel. KLOECKNER PENTAPLAST: Bank Debt Trades at 5.08% Off --------------------------------------------------- Participations in a syndicated loan under which Kloeckner Pentaplast SA is a borrower traded in the secondary market at 94.92 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.34 percentage points from the previous week. Kloeckner Pentaplast pays 425 basis points above LIBOR to borrow under the $835 million facility. The bank loan matures on June 17, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. KODI DISTRIBUTING: Unsecured Creditors to Recover 12% Under Plan ---------------------------------------------------------------- Kodi Distributing, LLC filed with the U.S. Bankruptcy Court for the District of Arizona a small business disclosure statement in support of a chapter 11 plan dated March 23, 2018. Class 3 under the plan consists of the general unsecured creditors. Unsecured creditors will receive a quarterly payment of $3,500 with no interest beginning October 2028 and ending July 2031. The total payment for this class is $42,160 for an estimated 12% of claim paid. Payments and distributions under the Plan will be funded by the Debtor's ongoing business operations. The Debtor will continue to conduct its operations as an online retailer of merchandise. The Plan will be funded by profits derived from the Reorganized Debtor's post-petition and post-confirmation sales revenue and business operations, and a cash infusion by Managing Member Narongyos Santadsin. The cash infusion from Santadsin will be in the amount of $2,000 and will be paid in a lump sum within 60 days after entry of the Confirmation Order. In consideration of the cash infusion, Santadsin will receive 5,000 shares of stock in the Reorganized Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-17-07048-72.pdf About Kodi Distributing Established in 2009, Kodi Distributing, LLC, is an online distributor of adult products including sex toys, penis pumps, vibrators, dildos and more. The Company is headquartered in Phoenix, Arizona. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-07048) on June 21, 2017, listing $751,274 in total assets and $854,587 in total liabilities as of May 31, 2017. The petition was signed by Narongyos Santadsin, managing member. Judge Eddward P. Ballinger Jr. presides over the case. Krystal Marie Ahart, Esq., at James F. Kahn, P.C., serves as the Debtor's bankruptcy counsel. LACOS INC: Discloses Hourly Rates for Attorneys, Paralegals ----------------------------------------------------------- Lacos, Inc., has filed with the U.S. Bankruptcy Court for the Eastern District of New York an amended application, disclosing the hourly rates charged by Macco & Stern, LLP's attorneys and paralegals. Macco & Stern will charge the Debtor $525 per hour for the services of its partners, $425 per hour for senior associates, $325 per hour for junior associates, and $150 per hour for paralegals, according to the court filing. The firm can be reached through: Michael J. Macco, Esq. Macco & Stern, LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Tel: (631) 479-2869 Email: mmacco@maccosternlaw.com About Lacos, Inc. Lacos, Inc., d/b/a Black & Blue, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-72000) on March 26, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Robert E Grossman presides over the case. LAKESHORE FARMS: Taps Columbia Consulting as Financial Consultant ----------------------------------------------------------------- Lakeshore Farms, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Columbia Consulting Group, PLLC, as its financial consultant. The Debtor requires the services of a financial consultant to assist primarily in the preparation of its monthly financial reports. The Debtor, however, may also request assistance in preparing pro-forma and cash flow projections in connection with its Chapter 11 plan. Columbia has agreed to provide services at the reduced hourly rate of $195 for managing member Jeffrey Worley; $175 for the next tier; and $75 for the associate who will be preparing the monthly reports. Mr. Worley disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Columbia can be reached through: Jeffrey A. Worley Columbia Consulting Group, PLLC 6101 Long Prairie Road, Suite 744 MB 17 Flower Mound, TX 75028 E-mail: jworley@ccgpllc.net About Lakeshore Farms Lakeshore Farms, Inc., is a privately held company in Forest City, Missouri in the oilseed and grain farming industry. Lakeshore Farms filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-50077) on Feb. 28, 2018. In the petition signed by Jonathan L. Russell, president, the Debtor disclosed $8.52 million in total assets and $5.57 million in total debt. The case is assigned to Judge Brian T. Fenimore. The Debtor is represented by Joanne B. Stutz of Evans & Mullinix, P.A. LANDS' END: Bank Debt Trades at 5.50% Off ----------------------------------------- Participations in a syndicated loan under which Lands' End is a borrower traded in the secondary market at 94.50 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.47 percentage points from the previous week. Lands' End pays 325 basis points above LIBOR to borrow under the $515 million facility. The bank loan matures on April 4, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. LAPORTE INVESTMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of LaPorte Investment Holdings, Inc. as of April 11, according to a court docket. About LaPorte Investment Holdings Inc. LaPorte Investment Holdings, Inc., which conducts business under the name Sign Effex -- http://www.signeffex.com-- is an electrical sign contractor. It was founded in 1986 and is headquartered in Winter Haven, Florida. LaPorte Investment Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01906) on March 13, 2018. In the petition signed by Wayne M. LaPorte, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The Debtor hired Buddy D. Ford, P.A., as its legal counsel. LEXMARK INT'L: Moody's Affirms B3 CFR & B3 Rating on Sec. Notes --------------------------------------------------------------- Moody's Investors Service affirmed the B3 rating of Lexmark International, Inc.'s senior secured notes and the B3 corporate family rating. Effective April 2, 2018, the company completed a security agreement with its lenders and the senior notes now share the benefit of a 1st lien on an equal and ratable basis with the credit facilities. Prior to April 2, the notes and credit facilities were unsecured by the assets of Lexmark. The rating on these notes is unchanged as they remain pari passu with the credit facilities. The rating outlook remains negative. RATINGS RATIONALE Lexmark's B3 corporate family rating reflects Moody's expectations for modestly improving operating performance and liquidity in 2018 after very weak performance in 2017, when supplies revenues sharply declined. Moody's expects stable hardware segment revenue for 2018 and a partial rebound in revenue and EBITDA from Lexmark's supplies segment. The negative impact from the sharp deterioration in the supplies segment in 2017 was meaningful given that supplies account for the majority of revenue and effectively all gross profits. Moody's revised base case indicates that Lexmark's adjusted debt/EBITDA will peak above 10x and remain above 6.5 times over the next 18 months. As a result, Moody's projects free cash flow to remain negative in 2018 despite expected improvement compared to 2017. Beyond the next 12 months, Moody's expect liquidity to be weak absent asset sales or cash contributions from its financial sponsors. The negative outlook reflects the significant challenges that Lexmark faces as it tries to stabilize its US and European businesses and expand in Asia amid the persistent contraction in printed pages and intense competition, especially for a company of its size compounded by strained liquidity. The outlook also captures the potential for the company's financial profile to further erode if Lexmark is unable to grow its installed base, sufficiently turn around performance in the supplies segment, defend its overall market share, or achieve successful product launches in new markets including emerging regions. Although Lexmark has a good market position in its core printing business within the mature global distributed printing and imaging industry, particularly in the Americas and parts of Europe, the company has suffered from the global shift to digital documents resulting in lower demand for the company's printing products. At the same time, the company has been going through a business model transition towards higher usage print devices, managed print services, and expansion into emerging markets while trying to realize cost synergies such as combining certain manufacturing functions such as procurement and assembly, with those of Apex Technology Co., Ltd. (aka Ninestar), the leading member of the acquiring consortium. As noted in the Lexmark press release dated February 27, 2018, the company had a 90-day window post-closing of the November 2016 buyout to deliver the security agreement, but the process had been delayed while the parties negotiated final terms. The company completed the security agreement effective April 2, 2018, and now the notes are secured on a pari passu basis with the $200 million revolver and $1.2 billion of term loans taken on with the consortium buy-out. The B3 rating on the notes was affirmed since both the credit facilities and notes remain pari passu. Ninestar continues to be a guarantor of the unrated credit facilities, but not the senior secured notes. Moody's expects Lexmark's liquidity will be barely adequate over the next 12 months given the upsized $200 million revolver is fully drawn, free cash flow in 2018 is expected to be negative, and scheduled term loan amortization in 2018 and 2019 will be $64 million each year. Moody's expects continued tight management of working capital and capital spending (Moody's note that manufacturing is largely outsourced). Moody's expect liquidity to be weak beyond the next 12 months given the need to refinance the fully drawn $200 million revolver prior to its November 2019 expiry, four months ahead of the March 2020 maturity of the $351 million of senior notes. Moody's believes certain existing lenders would be willing to refinance the revolver given their longer dated term loan exposure, but there are no lending commitments and Lexmark's operating performance could weaken further. Non-core real estate was sold in December 2017 raising $46 million of cash, but Moody's do not expect future asset sales to raise as much cash. A rating upgrade is not likely in the next nine to 12 months given the negative outlook and very high leverage; however, Moody's could change the outlook to stable if the company improves liquidity with positive free cash flow, enhanced cash balances, or committed support from its sponsors or lenders to address cash shortfalls or refinance near term maturities. Beyond the next nine to 12 months, ratings could be upgraded if the company is able to demonstrate sustained improvement in its printer hardware installed base and a turnaround in contributions from supplies revenue resulting in adjusted EBITDA margins above 12% and adjusted total debt to EBITDA below 6.5 times. Ratings could be downgraded if liquidity deteriorates below expected levels or Moody's does not believe the company will be able to address the November 2019 revolver maturity. Ratings could also be downgraded if the company is not able to stabilize revenues or track expectations for EBITDA and free cash flow growth in 2018 and 2019 which could lead to an unsustainable capital structure given the 2020 note maturity as well as stepped up term loan amortization. Rating Actions: Issuer: Lexmark International, Inc. Corporate Family Rating -- Affirmed at B3 Probability of Default Rating -- Affirmed at B3-PD -- Senior Secured Debt -- Affirmed B3 (to LGD3 from LGD4); previously notes were unsecured Outlook: Remains Negative Based in Lexington, KY, Lexmark is a global developer and manufacturer of laser printer, multifunction devices, and associated consumable supplies for the enterprise as well as small and medium-sized business markets. In November 2016, an Asian consortium acquired Lexmark in a $3.6 billion leveraged buyout. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. LIFE SETTLEMENTS: Seeks July 30 Exclusive Filing Period Extension ----------------------------------------------------------------- Life Settlements Absolute Return I, LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to hire Moore Colson & Company, P.C. to extend the Debtors' exclusive periods to file a chapter 11 plan or plans and to solicit acceptances of such plan(s) for approximately 90 days through and including July 30, 2018, and September 28, 2018, respectively. The hearing on the Debtors' request is set for May 15, 2018, at 11:30 a.m. (EDT). Objections to the deadline must be filed by April 23, 2018, at 4:00 p.m. (EDT). The Debtors' exclusive periods to file and solicit a plan pursuant to Bankruptcy Code section 1121 expire on April 30, 2018 and June 29, 2018, respectively. The Debtors contend that in the relatively short duration of these cases, they have made substantial progress. The Debtors have contacted no fewer than nineteen lenders and discussed potential terms for DIP financing and an exit credit facility. Recently, the Debtors and a lender have finalized a term sheet for exit financing and the Debtors will soon be seeking Court approval of this financing. The financing sought by the Debtors will provide the means for funding the Debtors' reorganization plan and their emergence from chapter 11 as going concern entities. The Debtors assert that these Chapter 11 Cases have presented various complex and time consuming issues, including: (1) communicating, and negotiating potential terms, with various lenders regarding DIP financing and a potential exit credit facility; (2) discussing other potential exit avenues with potential lenders; (3) negotiating with current creditor the Employees' Retirement System of the Government of the Virgin Islands ("GERS") regarding its status as a secured creditor and its alleged ability to seek and obtain adequate protection regarding the Debtors' cash collateral motion; and (4) attending to myriad other matters associated with this case. The Debtors tell the Court that these issues have required the full focus of the Debtors and their professionals since the Petition Date. Specifically regarding the status of GERS' lien, the Debtors cannot finalize an appropriate plan of reorganization while this issue remains unresolved. The Debtors' efforts throughout these Chapter 11 Cases have been focused upon the execution of a comprehensive reorganization to maximize the value of the Debtors' assets for the benefit of their creditors. The Debtors have also been in extensive talks with GERS' representatives regarding the cash collateral issue. The Debtors and GERS have each solicited and responded to discovery requests, including the production of thousands of pages of relevant documents. Because the Debtors and GERS have not yet reached an agreement regarding the status of GERS' lien, the Debtors have been unable to effectively develop an appropriate plan. The Debtors have no ulterior motive in seeking an extension of the Exclusive Periods and are in no way seeking an extension to pressure creditors. Rather, the extensions are sought to finalize a Plan that appropriately addresses the status of each of the Debtors' creditors and allocates the Debtors' resources accordingly About Life Settlements Absolute Return Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC, are privately held companies that purchase life insurance policies from policy holders. Their principal assets are located at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I, L.P. owns 100% equity interest in Life Settlements Absolute. Affiliates, Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017. In the petitions signed by Robert J. Davey, III, secretary/treasurer, Life Settlements estimated $10 million to $50 million in assets and $100 million $500 million in liabilities; and Senior LS estimated $10 million to $50 million in assets and under $50,000 in liabilities. The cases are assigned to Judge Mary F. Walrath. Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott Davis, LLC, is the accountant. LIGHTSQUARED INC: Bank Debt Trades at 17.40% Off ------------------------------------------------ Participations in a syndicated loan under which LightSquared Inc. is a borrower traded in the secondary market at 82.60 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 7.54 percentage points from the previous week. LightSquared Inc. pays 875 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 16, 2020. Moody's gave no rating to the loan and Standard & Poor's gave no rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. MANUGRAPH AMERICAS: Seeks Court Approval of Plan Outline -------------------------------------------------------- Manugraph Americas, Inc., filed a motion asking the U.S. Bankruptcy Court for the Middle District of Pennsylvania to approve its disclosure statement describing its chapter 11 plan. The Debtor also requests that the Court fix the time for the hearing on confirmation of the plan and fix the time for filing acceptances or rejections to the Plan, together with the voting procedures. Class 6 under the plan consists of the general unsecured creditors. While the Debtor cannot guarantee any particular return, based upon the funds on hand and the value of the Debtor's Real Property, upon all Assets of the Debtor being liquidated, it is possible that a 100% dividend may be paid to all unsecured creditors. No certainty as to any payment exists, however. Because the liquidation of the Debtor's Assets is dependent upon the sale of the Real Property, the time frame for payment under the Plan and the liquidation and sale of the Real Property cannot be predicted. The Debtor will sell its Real Property located and known as 158 Dam Hill Road, Millersburg, Dauphin County, Pennsylvania. The net proceeds after payment of real estate taxes and costs of sale will be utilized to fund payments under the Plan, including payments to Manugraph India, Ltd. and unsecured creditors. The Debtor will also collect its remaining receivables and utilize the funds from these receivables, together with any remaining cash on hand, to make disbursements to creditors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb1-17-02306-157.pdf About Manugraph Americas, Inc. Manugraph Americas, Inc., formerly known as Manugraph DGM, Inc. and a wholly-owned subsidiary of Manugraph India Ltd., manufacture and supply printing presses and parts and service for printing systems in the newspaper and commercial printing market. Manugraph Americas is based in central Pennsylvania and sells to both domestic and international customers. Included within its accounts is a wholly-owned subsidiary, Offset Services, Inc. (OSI), which is inactive. Manugraph Americas retains legal ownership of the subsidiary and its name. Manugraph Americas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02306) on June 1, 2017. Andrew Welker, chief operating officer, signed the petition. As of March 17, 2017, the Debtor had $6.38 million in assets and $2.06 million in liabilities. Judge Robert N. Opel II presides over the case. The Debtor hired Cunningham, Chernicoff & Warshawsky,P.C., as counsel. MARSH SUPERMARKETS: Disclosure Statement Hearing Set for May 1 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on May 1 to consider approval of the disclosure statement, which explains the joint Chapter 11 plan of liquidation for Marsh Supermarkets Holding, LLC and its affiliates. The hearing will take place at Courtroom 1. Objections to the disclosure statement are due by April 20. The proposed plan provides for the liquidation of assets of Marsh Supermarkets and its affiliates which, as of March 22, are largely limited to cash and retained causes of action. It also proposes for the creation of a liquidating trust that will administer and liquidate the assets, including the remaining proceeds of the companies' asset sales. Under the plan, creditors holding Class 4 general unsecured claims will recover up to 5% of their claims. Class 4 is impaired and general unsecured creditors are entitled to vote on the plan. For purposes of voting and distribution, the companies will be substantively consolidated, which means that all of the assets and liabilities of the companies will be deemed to be the assets and liabilities of a single entity, according to their disclosure statement filed on March 22. A full-text copy of the disclosure statement is available for free at: http://bankrupt.com/misc/deb17-11066-901.pdf About Marsh Supermarkets Founded in 1931, Marsh Supermarkets is a retail food chain headquartered in Indianapolis, Indiana, with stores throughout Central Indiana and parts of western Ohio. A substantial majority of the stores are operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food. Marsh was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP, and certain independent investors. Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11066) on May 11, 2017. As of the Petition Date, Marsh operated 60 stores in Indiana and Ohio, and had a workforce of approximately 4,400 employees. The cases are pending before the Hon. Brendan Linehan Shannon. Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the Debtors. Clear Thinking Group is the Debtors' restructuring advisors. Peter J. Solomon Company is the Debtors' investment banker. Prime Clerk LLC is the claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Bayard, P.A., and Cooley LLP as counsel. MCCORMICK INC: Taps Brown & Adams as Legal Counsel -------------------------------------------------- McCormick, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Brown & Adams, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; conduct examinations incidental to the administration of its bankruptcy estate; pursue claims of the estate; and provide other legal services related to its Chapter 11 case. Brown & Adams charges $175 per hour for its attorneys and $90 per hour for paralegals. Prior to the petition date, the Debtor paid $5,000 to the firm, a portion of which was used to pay the filing fee and the firm's pre-bankruptcy services. Benjamin Wallace, Esq., the attorney who will be handling the case, disclosed in a court filing that he does not represent any interests adverse to the Debtor. Brown & Adams can be reached through: Benjamin W. Wallace, Esq. Brown & Adams, LLC P.O. Box 139 Columbus, GA 31902-0139 Phone: (706) 653-6109 Email: bwallace@brownadamsllc.com About McCormick Inc. McCormick, Inc., is a privately-owned drilling contractor in Columbus, Georgia. McCormick sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-40320) on April 2, 2018. In the petition signed by CEO John McCormick, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge John T. Laney III presides over the case. MD CUSTOMS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of MD Customs, LLC as of April 11, according to a court docket. About MD Customs LLC MD Customs, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53868) on March 5, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Judge Paul Baisier presides over the case. MICRON TECHNOLOGY: S&P Raises 'BB+' CCR, Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Boise, Idaho-based Micron Technology Inc. to 'BB+' from 'BB'. The outlook is stable. S&P said, "We affirmed our 'BBB-' issue-level rating on Micron's senior secured term loan B due 2022. The recovery rating is '1', indicating very high recovery (90-100%; rounded estimate: 95%) "We also raised all issue-level ratings on the company's unsecured notes to 'BB+' from 'BB', in conjunction with the upgrade. The recovery rating remains '3', indicating our expectation of meaningful recovery (50-70%; rounded estimate: 65%) in the event of a payment default." The upgrade is based on Micron's good execution on technology process node transitions to date, considerably higher profitability, and constructive industry fundamentals over the coming year. S&P said, "Our rating reflects Micron's growing scale and a healthy product mix in the cyclical and capital-intensive memory semiconductor industry. We view its sizable cash and marketable securities of about $8.5 billion as of Feb. 28, 2018 as liquidity support for the business, particularly needed as the return of memory market volatility could result in substantially lower cash flows while heavy capital spending for ongoing technology development is mandatory to remain competitive." S&P said, "The stable outlook reflects our expectation that Micron's commitment to further debt reduction and near-term constructive memory market conditions will lead to adjusted leverage remaining below 1x over the coming year. This ensures a cushion is built within Micron's credit measures to withstand temporary memory market volatility. We also expect Micron to generate substantial free cash flow after funding heavy capital investments to further its memory process node transitions. "We could lower the rating if a severe downturn in the global memory market, weakening competitive position, or delays in technology developments significantly impair Micron's profitability such that we expect adjusted leverage will approach 1.5x or free cash flow will approach breakeven. The ratings could also come under pressure if Micron adopts a more aggressive financial policy causing adjusted leverage to approach 1.5x. "While unlikely over the coming year, we could raise the rating to investment grade if Micron demonstrates strong and stable operating performance through an industry cycle, continues to enhance its technology capabilities, and maintains its market share. A higher rating requires maintenance of a net cash position and positive free cash flow such that ample cushion is present in case of a severe downturn while preserving a conservative financial policy." MONITRONICS INTERNATIONAL: Bank Debt Trades at 3.75% Off -------------------------------------------------------- Participations in a syndicated loan under which Monitronics International Inc. is a borrower traded in the secondary market at 96.25 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.90 percentage points from the previous week. Monitronics International pays 550 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on September 30, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. MURRAY ENERGY: Bank Debt Trades at 15.80% Off --------------------------------------------- Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 84.20 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.53 percentage points from the previous week. Murray Energy pays 650 basis points above LIBOR to borrow under the $1.7 billion facility. The bank loan matures on April 10, 2020. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. NATIONAL TRUCK: CAC Properties to Fund Plan with $3.5MM Cash ------------------------------------------------------------ Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi held a hearing on April 13, 2018, at 9:30 a.m. to consider approval of National Truck Funding, LLC's second amended disclosure statement accompanying its amended plan filed on March 22, 2018. April 6, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement. CAC Properties, Inc., (the "Amended Plan Sponsor") has agreed to acquire 100% of the equity in each of the Reorganized Debtors and provide an affirmative funding commitment to support plan payments and operations of the Reorganized Debtor in the form of (a) cash in an amount equal to $3,500,000.00; (b) funds derived from (i) the sale of certain Collateral securing the claims of the Yolo Group, and (ii) distributions to the Yolo Group under the Amended Plan on account of any Allowed Class 7 General Unsecured Claim; and (c) such other funds as are necessary to pay the Allowed Administrative Expense Claims in accordance with the terms of the Amended Plan. To the extent that any Creditor has an Allowed Class 7 General Unsecured Claim, that Holder of an Allowed Class 7 General Unsecured Claim will be entitled to receive a Pro Rata share of (A) $1,000,000, on the Effective Date; (B) $1,000,000, on the first anniversary of the Effective Date; (c) the difference between $300,000.00 and the Allowed amount paid to Power Land on account of any right to a breakup fee and expenses reimbursement under the Amended Bid Procedures Order; and (D) the net proceeds available after payment of all costs and expenses associated with the administration of the Litigation Trust from the Insider Claims. The Term Payment will be secured by a first priority lien on the DIP Loan Trucks. For the avoidance of doubt, Insider Claims will not be treated as Class 7 General Unsecured Claims. A full-text copy of the Second Amended Plan is available at: http://bankrupt.com/misc/mssb17-51243-880.pdf About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/-- which is a heavy duty truck dealer that specializes in aftermarket placement of Freightliner, Peterbilt, Kenworth and Volvo. American Truck Group's truck sales & showrooms are located in Gulfport, MS, Atlanta, GA and Phoenix, AZ. National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. In the petition signed by Louis J. Normand, Jr., their manager, National Truck estimated its assets and liabilities at $10 million to $50 million, and American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Haworth Rossman & Gerstman, LLC, as special counsel, Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. An official committee of unsecured creditors was appointed in the Chapter 11 case of National Truck. The Committee is composed of Yolo Capital, Inc., Hannah Baby, LLC, Kevin C Farber, Gear & Axle of Mobile, and The Bollier Family Trust. NELSON TRUCKING: Taps David A. Reumont as Accountant ---------------------------------------------------- Nelson Trucking, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire David A. Reumont, CPA, PC as its accountant. The firm will provide accounting services to the Debtor, which include the organization and structuring of its bookkeeping and the filing of the required statements, reports and tax documents. David Reumont, a certified public accountant, disclosed in a court filing that he and his firm do not represent any interests adverse to the Debtor's estate. The firm can be reached through: David A. Reumont David A. Reumont, CPA, PC 12200 Tech Road, Suite 340 Silver Spring, MD 20904 Toll Free: 1-866-TAX-6191 Phone: (301) 622-1200 Fax: (301) 622-1300 About Nelson Trucking LLC Nelson Trucking, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11183) on Jan. 29, 2018. In the petition signed by William E. Nelson, Jr., managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Wendelin I. Lipp presides over the case. Chung & Press, LLC is the Debtor's bankruptcy counsel. NETFLIX INC: Moody's Hikes CFR to Ba3; Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded Netflix, Inc.'s corporate family rating (CFR) and senior unsecured notes to Ba3 from B1. The probability of default rating (PD) was upgraded to Ba2-PD from Ba3-PD. The rating upgrades are due to Moody's expectations for continuing strong momentum of global subscriber and revenue growth for the intermediate-term, and Moody's expectation that 2018 will be the negative cash flow trough for the company. The credit metrics are expected to remain weak relative to the Ba3 rating through 2019, but Moody's expect metrics, particularly debt-to-EBITDA leverage (including Moody's standard adjustments) to improve and become more consistent with the rating in 2020. Moody's don't expect the company to generate cash flow across the whole company over the intermediate-term. Moody's anticipate that relatively mature markets like North America, that are cash flow positive, will be paced by the continued ramp up of self-produced and owned original content spending. In addition, the company will continue to spend on licensed branded original content to meet the growing global diverse demographic television entertainment appetites and the volume needed to keep them continuously engaged on the platform. The outlook is stable. Affirmations: Issuer: Netflix, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Upgrades: Issuer: Netflix, Inc. -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Senior Unsecured Regular Bond/Debentures, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Netflix, Inc. -- Outlook, Remains Stable RATINGS RATIONALE Netflix's continues to successfully grow its global subscriber base on the back of a very simple platform that provides frictionless access on demand to a multitude of exclusive original and licensed second run programming on any screen. It has launched in all major international territories except China, and is aggressively growing its own self-produced content which continues to require significant investment and working capital beyond what its internal cash flow generation. The deficits are being funded completely with new debt issuance, resulting in growing debt levels and high debt-to-EBITDA leverage which was about 7.3x as of December 31, 2017. "However, the company's growth is completely organic and Moody's expect annual revenue growth to be sustained at or over 20% over the next three years," stated Moody's Senior Vice President, Neil Begley. The cost of this growth is flowing through the company's income statement which places a drag on results as compared to growth through acquisition. Moody's believe that this drag will dissipate as the subscriber scale increases and leverage will decline to comfortably under 5.0x by the end of 2020. "In Moody's view, the company is on a trajectory to reach over 200 million subscribers by the end of fiscal 2021," stated Begley. Moody's expect the steady subscriber growth, together with gradual price increases will outpace the increasing investment in content and the upfront working capital spending on self-produced and owned programming, resulting in steadily improving margins. Moody's believe that those margins will need to grow from the 7% range of 2017, to the low to mid 20% range to generate positive cash flows. "As a result, Moody's forecast the company becoming cash flow positive in approximately five years," added Begley. If subscriber growth slows unexpectedly, Moody's anticipate that management will slow its content spending growth and positive free cash flow might be achieved sooner as working capital needs decline. Given the high current leverage and negative free cash flow, the Ba3 ratings prospectively consider the company's strategic success and future opportunity. "Moody's see little competitive and operational risks and barriers to meeting Moody's forecasts for the company other than unforeseen capital market disruption that may interrupt capital raising and slowing content spending in the future," stated Begley. The company's debt maturities appear manageable over the next five years, with only about $500 million maturing in 2021, and around $700 million in 2022. The company maintains large cash balances consistently above $1 billion, and more recently above $2 billion, and has a $500 million unused revolving bank facility. Debt is expected to fund the negative cash flows until margins more than triple and breakeven cash flow generation is accomplished. Moody's believe this could add as much as $15 billion of debt to the company's current approximate $6.5 billion debt load, though with a significantly moderated level of debt leverage. Moody's believe the company's strategy to procure its own content has positive long-term implications as it builds its owned library assets as compared to pure licensing of content, which Moody's believe is already providing scale benefits for the company. These include providing proprietary value to consumers, and creating a valuable asset base for bondholders as the owned library grows. With expanding distribution across the world, Netflix has the capability to create content at a fixed cost and scale it across its near global footprint. The stable outlook reflects Moody's expectation that Netflix's operating results will improve and the company will de-lever through revenue, EBITDA and margin growth. Moody's anticipate that credit metrics should become less volatile over time since no new markets are being launched, which have been a significant drag on margins in the past. Another upgrade of the company's credit rating is unlikely in the near term given the steady increases in debt to fund expansion of original content production until original content production costs and working capital use level off and free cash flow generation is evident. However, ratings could be upgraded as: 1) Netflix's adds newer markets to its mature profitable markets footprint; 2) it continues to expand subscriber numbers and margins, helping to fund increases in content spend working capital such that it can maintain its significant lead on its content offering relative to competitors; and 3) sustaining debt-to-EBITDA leverage below 4.0x. Higher profitability would be needed for a higher rating along with a strong commitment from management to sustain stronger credit metrics given the company's view that an optimized capital structure for the company includes a ratio of 25% debt to enterprise value. Moody's would consider a downgrade to Netflix's ratings: 1) if consistent and continuous margin improvements fail to be achieved such that negative cash flows persist at current high levels; 2) leverage remains stubbornly high and are not on a trajectory to decline to below 5.0x; 3) if there are expectations for deterioration in subscriber numbers due to competitive pressures or operational setbacks; and 4) if liquidity issues arise due to capital market access issues and capital needs exceeded the company's cash balance and revolving credit facility availability. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. Netflix, Inc., with its headquarters in Los Gatos, California, is the world's leading subscription video on demand ("SVOD") internet television network with three operating segments: Domestic streaming, International streaming and Domestic DVD. Domestic and International streaming segments derive revenues from monthly subscription services consisting of streaming content over the internet, and the Domestic DVD division derives revenues from monthly subscription services consisting solely of DVD-by-mail. Revenues for the year ended 2017 was approximately $11.7 billion. NORTHERN OIL: Shortens Exchange Pact Expiration Date to May 15 -------------------------------------------------------------- As previously disclosed, on Jan. 31, 2018, Northern Oil and Gas, Inc. entered into an agreement with holders of approximately $497 million, or 71%, of the aggregate principal amount of the Company's outstanding 8.000% Senior Notes due 2020, pursuant to which the Supporting Noteholders have agreed to exchange all of the Outstanding Notes held by each such Supporting Noteholder for approximately $155 million of the Company's common stock, par value $0.001, and approximately $344 million in aggregate principal amount of new senior secured second lien notes due 2023. The closing of the Exchange Transaction had been conditioned upon, among other things, the Company raising at least $156 million in total value comprised of (i) at least 50% in new cash contributions from the sale of Common Stock and (ii) no more than 50% from the fair market value of additional assets acquired, which assets would represent non-operating interests in the Williston Basin shale play. On April 2, 2018, the Company and the Supporting Noteholders entered into a second amendment to the Exchange Agreement. Among other things, the Amendment reduced the minimum amount of the Equity Raise to $140 million in gross proceeds while providing the Common Stock in the Equity Raise be issued solely for cash. The Amendment also changed the expiration date of the Exchange Agreement from May 31, 2018 to May 15, 2018. About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of Dec. 31, 2017, Northern Oil had $632.25 million in total assets, $1.12 billion in total liabilities and a total stockholders' deficit of $490.84 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. OCI PARTNERS: S&P Hikes Corp. Credit Rating to 'B+', Outlook Stable ------------------------------------------------------------------- S&P Global Ratings revised its corporate credit rating on OCI Partners L.P. to 'B+' from 'B-'. The outlook is stable. S&P said, "We also raised our issue-level ratings on the company's first-lien term loan and revolving credit facility to 'BB' from 'B+.' The associated recovery ratings remain '1, indicating our expectation of very high (90%-100%; rounded estimate: 90%) recovery in the event of a payment default. "The upgrade reflects our view that the credit quality of OCIP's parent, OCI N.V., no longer constrains our rating on OCIP. On a stand-alone basis, our assessment of OCIP's credit quality remains 'b+' on our continued belief that improved average product prices and strong volumes in 2018 will strengthen its operating performance relative to 2017, resulting in improved credit metrics. "Our rating on OCIP incorporates the company's relationship to ultimate parent, newly rated OCI. When assessing the relationship between OCIP and OCI, we believe OCIP is likely to receive support from OCI should it fall into financial difficulty as OCI has infused funds in the past. We also do not believe OCIP will be sold in the near term given that OCI increased its stake in OCIP in December 2017 to approximately 88%, and made an (unsuccessful) offer to buy out all its publically traded shares. Still, our view of the relationship is that OCIP is not core to the parent, but rather moderately strategic. This is because OCI's U.S. large-scale green-field projects--IFCO Systems N.V. and Natgasoline LCC—are more strategically important and OCIP is not driving the future of the business. "The stable rating outlook on OCIP reflects our belief that the credit quality of the newly rated parent, OCI N.V., no longer constrains our rating on OCIP. On a stand-alone basis, we expect FFO to total debt for OCI Partners of about 25% to 30% and we continue to consider high volatility in debt-leverage metrics and notch our assessment of the company's financial risk down. Reflected in our assessment is our belief that OCIP has benefited from improved volumes and commodity pricing. "We could lower the rating on OCIP in the event that its operating performance deteriorated sharply as a result of declining ammonia and methanol pricing or if we expected its volumes would come under pressure. This could happen if we no longer believed that there would be an increase in methanol demand, especially from China, or if we believed that the North American demand for ammonia is less than we are currently expecting. We could also lower ratings if we believed that OCIP's leverage would increase such that we expected FFO to debt to fall below 20% on a sustained basis. This could occur if EBITDA does not improve as anticipated because ammonia or methanol pricing reverts to trough-like levels of 2016 or if we expected that EBITDA margins would fall by about 700 basis points. We could also lower ratings if liquidity tightens so that we believed sources would be less than uses or if we believed the company could be in danger of breaching a covenant. We could also lower the rating on OCIP if we were to downgrade the parent, OCI N.V. "To consider an upgrade, we would have to believe that leverage metrics would improve more than our rating base case so that, after considering potential volatility in credit metrics, we believed FFO to total debt would remain above 30% and that debt to EBITDA would be below 3x on what we could expect to be a sustained basis. We would have to believe that any improvement was based on fundamental changes in credit quality, and not merely on the swings with regards to pricing, such that we would not notch down the financial risk for volatility. Equally as important for an improved rating, would be our view that there would be no deterioration in our assessment of the business risk profile. We would also have to assess the rating on the parent at least at the current rating level." PETCO HOLDINGS: S&P Lowers CCR to 'CCC+', Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on San Diego-based specialty pet retailer Petco Holdings Inc. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "In conjunction with the lower corporate credit rating, we lowered our issue-level ratings on the company's $2.5 billion first-lien term loan due 2023 to 'CCC+' from 'B-'. The '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in our default scenario. "The downgrade reflects our view that the company could underperform our forecast based on the increasingly challenging market for specialty pet retailers and the potential for further shortfalls in the company's efforts to improve performance trends. Fourth-quarter same-store sales were negative high-4%, which follows a decline in the mid-3% area in the third-quarter. We expect prolonged weakness in the company's same-store sales trends to continue as e-commerce players and mass retailers meaningfully increase their market share at the expense of sales from pet specialty retail stores. This puts Petco's profit and cash flow trends at risk. We believe the low debt pricing on the company's debt could be a near-term incentive for more than trivial debt repurchases below par. "The negative outlook reflects the risk that operating performance could weaken further in the near term as competition intensifies, leading to soft traffic trends and declining profits. We also think rating downside risk has increased because of the possibility that customer traffic will continue shifting to online and mass channels. We forecast leverage will remain at nearly 7x and fixed-charge coverage ratio around low-1x in the next several quarters. "We could lower the rating if the company fails to stabilize performance such that we envision a specific default scenario, including repayment of debt below par. A lower rating could also occur from prolonged negative same-store sales cadence, straining cash flows that would lead to borrowings on the revolver. "An outlook revision to stable is unlikely but would be precluded by stabilization in performance in its retail stores such that same-store sales are flat to positive and there is sufficient improvement to EBITDA levels leading to leverage sustained below the mid-6x area and fixed-charge rises toward the 1.5x area. We would also need to believe a debt exchange is unlikely, the company can grow its online sales without hurting profitability, and cost savings initiatives boost profits." PHILADELPHIA HAITIAN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Philadelphia Haitian Baptist Church of Orlando as of April 11, according to a court docket. About Philadelphia Haitian Baptist Church of Orlando Inc. Philadelphia Haitian Baptist Church of Orlando, Inc., is a privately-held company in Orlando, Florida categorized under the religious organizations industry. Philadelphia Haitian Baptist Church of Orlando sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01091) on Feb. 28, 2018. It first sought bankruptcy protection on (Bankr. Md. Fla. Case No. 14-06667) on June 6, 2014. In its petition signed by Jean-Caroll Bernadin, pastor and president, the Debtor disclosed $5.25 million in assets and $4 million in liabilities as of the bankruptcy filing on Feb. 28, 2018. Judge Cynthia C. Jackson presides over the case. The Debtor hired Lewis & Monroe, PLLC as its legal counsel. PIN OAK: Trustee Selling Middletown Mall to General for $14M ------------------------------------------------------------ Robert L. Johns, Trustee of Pin Oak Properties, LLC, asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the private sale of parcels of real estate situate in the Town of White Hall, Grant District, Marion County, West Virginia, called Middletown Mall as described in that certain Deed of record in the Office of the Clerk of the County Commission of Marion County, West Virginia, in Deed Book No. I009, at Page 364, to General Acquisitions, LLC for the sum of $13,690,071, plus or minus per diem interest in the amount of $2,657 if the actual closing date is before or after April 30, 2018, plus interest and costs accrued after May 1, 2018 on due and payable ad valorem real estate taxes. Objections, if any, must be filed within 21 days from the date of Notice and at least five days prior to the sale hearing. The Debtor is a real estate development business operation located in White Hall, West Virginia. It operates a shopping mall called the Middletown Mall ("Purchased Assets"). Its primary secured creditor is the Purchaser, who was owed $12,416,556 as of Feb. 28, 2018. It also owes numerous tax creditors and general trade creditors. The liens and interests against the Purchased Assets include the following: i. Ad Valorem Real Estate tax liens for the years 2016 and 2017 in the amount of $607,264, as of May 1, 2018 plus interest and costs thereon accrued after May 1, 2018, and for the year 2018; ii. The Purchaser's Deed of Trust lien in the amount of $12,03l,605 (principal) plus $384,951 of unpaid interest to Feb. 28, 2018), plus per diem interest in the amount of $2,657 from and after March 1, 2018, recorded in the office of the Clerk of the Marion County Commission on Jan. 31, 2006, in Trust Deed Book 854, at Page 919; iii. The Purchaser's Assignment of Leases and Rents securing the referenced amounts recorded in the said Clerk's Office on Jan. 31, 2006, in Assignment Book 29, at Page 120; iv. Memorandum of Right of First Refusal Agreement by and between Pin Oak Properties, LLC et al and G.G. Fairmont 2007, L.P. dated Nov. 30, 2007, and recorded in the said Clerk's Office on Dec. 4, 2007, in Deed Book 1030, at Page 619; v. Assignment of Leases and Rents by Pin Oak Properties, LLC to BB&T, securing a note in the principal amount of $35,000, dated Jan. 11, 2008, and recorded in the said Clerk's Office on Feb. 5, 2008, in Assignment Book 32, at Page 201; vi. Judgment in favor of R. D. Wilson-Sons & Co., entered on June 9, 2011, in the amount of $1,483, plus 10% interest from the date of judgment, and recorded in the said Clerk's Office on Oct. 21, 2011, in Judgment Book 38, at Page 335; vii. Judgment in favor of City Neon, Inc., entered on Jan. 19, 2012, in the amount of $60,170, plus 7% interest from the date of judgment, and recorded in the said Clerk's Office on Jan. 30, 2012, in Judgment Book 38, at Page 855; viii. Judgment in favor of Jackson Kelly PLLC, entered on June 4, 2013, in the amount of $173,957, plus interest from the date of judgment, and recorded in the said Clerk's Office on June 7, 2013, in Judgment Book 41, at Page 310; ix. Abstract of Judgment in favor of FK Everest, Inc., entered on May 21, 2012, in the amount of $250,000, plus interest from the date of judgment, and recorded in the said Clerk's Office on Sept. 10, 2013, in Judgment Book 41, at Page 737; and x. Deed of Trust, Security Agreement and Fixture Filing securing RDR Properties, LLC in the amount of $100,000, dated Oct. 22, 2013, and recorded in the said Clerk's Office on Nov. 6, 2013, in Trust Deed Book 1071, at Page 676. The Trustee and the Purchaser entered into a Purchase Agreement dated March 28, 2018 pursuant to which the Trustee agreed to sell and transfer to the Purchaser the Purchased Assets. The purchase price for the Purchased Assets is $l2,578,614, being the projected first lien amount as of the projected closing date of April 30, 2018, plus or minus $2,657 per diem should the closing date be before or after the Projected Closing Date, in the form of a credit bid, plus: (i) $60,240 (excise tax on the transfer of real estate); (ii) $607,264 ( 2016 and 2017 ad valorem real estate taxes as of the Projected Closing Date) plus interest and costs thereon alter the Projected Closing Date; (iii) $433,952 (the Trustee's statutory fees); and (iv) the amount of the Trustee's expenses, estimated to be but not to exceed $10,000 (total estimated cash amount - $1,111,456) as provided in the Purchase Agreement, payable at the closing of the Sale. The total purchase price for the Sale, including the Credit Bid, is estimated to be the sum of $13,690,07l. In addition, the Purchaser and the Trustee have agreed that the Trustee will suspend a maximum of two adequate protection payments coming due between the date of the filing of the Motion and the closing of the Sale. The closing of the Sale is contingent upon entry of the Sale Order approving the Sale free and clear of all liens, security interests, and claims, and of all encumbrances, successor liabilities, and interests. The closing of the Sale will take place at an office in Morgantown, West Virginia, which is to be agreed between the Trustee and the Purchaser. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pin_Oak_138_Sales.pdf Objections to the relief requested in the Motion or upset bids must be filed with the Court within 21 days after the date of Notice of the Sale. Any upset bids must be for an amount of $13,790,071 or more, plus or minus per diem interest in the amount of $2,657 after April 30, 2018 to closing, plus interest and costs after May l, 2018 on outstanding ad valorem real estate taxes, and include (i) a signed purchase agreement, with a copy redlined to show a comparison to the Purchaser's Purchase Agreement, and (ii) information on the identity of the upset bidder, and a certified funds deposit payable to the Trustee in the amount of $100,000. If any objection is timely filed to the Motion, or if any upset bid is timely filed, a hearing on the objection and/or upset bids will be held at 1:30 p.m., on April 27, 2018. If an Auction is conducted and the Trustee accepts a bid at the Auction, at the Sale Hearing, the Trustee will ask the Court's approval of such bid as the highest or best bid. The Purchaser: GENERAL ACQUISITIONS, LLC c/o Robert Louis Shuman Reeder & Shuman 256 High Street Post Oflice Box 842 Morgantown, WV 26507-0842 Facsimile: (304) 291-1164 E-mail: rlshuman@reedershuman.com The Purchaser is represented by: Michael R. Proctor, Esq. DINSMORE & SHOHL LLP 215 Don Knotts Blvd. Ste 310 Morgantown, WV 26501 E-mail: michael.pnoctor@dinsmore.com About Pin Oak Properties Pin Oak Properties, LLC, operates the Middletown Mall located at 9429 W Mill Street, White Hall, Marion County, West Virginia. Pin Oak Properties filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00608) on June 7, 2017. Dietrich Steve Fansler, its managing member and 100% owner, signed the petition. The Hon. Patrick M. Flatley is the case judge. The Debtor has hired Gianola, Barnum, Bechtel & Jecklin, LC, in Morgantown, West Virginia, as counsel; and Steven G. Williams, CPA/ABV, as accountant. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. The Court has approved the appointment of Robert L. Johns as the Chapter 11 Trustee in this case. The Trustee tapped his firm, Turner & Johns, PLLC, to represent him in the Chapter 11 case. POINTE SDMU: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Pointe SDMU, LP, as of April 12, according to a court docket. Pointe SDMU, LP, is a privately held company whose principal assets are located at SE Corner of Sweetwater & Jamacha, County of San Diego, California. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 18-01343) on March 8, 2018. The petition was signed by Robert A. Gosness, CEO of General Partner. The Debtor estimated liabilities at between $50 million and $100 million. The amount of its assets is yet unknown. Judge Christopher B. Latham presides over the case. Dayna C. Chillas, Esq., at The Chillas Law Firm serves as the Debtor's bankruptcy counsel. POTENTIAL DYNAMIX: Schian Walker Taps Morones as Testifying Expert ------------------------------------------------------------------ Schian Walker, P.L.C., legal counsel for Potential Dynamix LLC's Chapter 11 trustee, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Morones Analytics, LLC. Morones Analytics will serve as Schian Walker's testifying expert in the matter of Shaffer v. Amazon Services LLC, Adv. No. 2:13-ap-00799. Morones Analytics will be employed by the law firm and not by the trustee. It will not be involved in the administration of Potential Dynamix's bankruptcy estate and will not be seeking payment directly from it. Instead, its fees and expenses will be included among the expenses that Schian Walker will incur and for which it will seek reimbursement from the bankruptcy estate, according to court filings. The hourly rates for Morones Analytics' staff professionals range from $325 to $450. Administrative staff will charge between $60 and $150 per hour. Serena Morones, principal owner and manager of Morones Analytics, disclosed in a court filing that the firm and its directors and associates do not hold any interests adverse to Potential Dynamix or its estate. Morones Analytics can be reached through: Serena Morones Morones Analytics LLC 625 SW Broadway, Suite 200 Portland, OR 97205 Phone: 503-223-5168 Fax: 503-223-5179 Email: serena@moronesanalytics.com About Potential Dynamix Potential Dynamix LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 11-28944) on Oct. 13, 2011. In the petition signed by Daniel Bellino, its managing member, the Debtor estimated assets and liabilities of $1,000,001 to $10,000,000. Judge Daniel P. Collins presides over the case. James F. Kahn, P.C., was the Debtor's legal counsel. On Jan. 27, 2012, Timothy H. Shaffer was appointed as Chapter 11 trustee. The trustee hired Schian Walker P.L.C. as bankruptcy counsel. An official committee of unsecured creditors was appointed in the Debtor's case. Allen Barnes & Jones, PLC represents the committee as legal counsel. PRESS GANEY: Moody's Hikes CFR to B2; Outlook Stable ---------------------------------------------------- Moody's Investors Service upgraded its ratings for Press Ganey Holdings, Inc., including the company's Corporate Family Rating to B2 from B3 and the Probability of Default Rating to B2-PD from B3-PD. Moody's also assigned a B2 rating to the company's proposed upsized $930 million first-lien term loan. Additionally, Moody's affirmed the ratings for the senior secured first-lien revolving credit facilities at B2 and upgraded the ratings for the senior secured second-lien term loan to Caa1 from Caa2. Moody's is taking no action on and expects to withdraw the B2 rating on the existing $844 million first-lien term loan upon the close of the upsized first-lien term loan. The ratings outlook is stable. Moody's took the following actions on Press Ganey Holdings, Inc.: Assignments: -- Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Upgrades: -- Probability of Default Rating, Upgraded to B2-PD from B3-PD -- Corporate Family Rating, Upgraded to B2 from B3 -- Senior Secured Second Lien Term Loan, Upgraded to Caa1 (LGD6) from Caa2 (LGD5) Affirmations: -- Senior Secured First Lien Revolver, Affirmed B2 (LGD3) Outlook, Remains Stable Senior Secured First Lien Term Loan, B2 (LGD3) -- no action (to be withdrawn upon close) RATINGS RATIONALE The upgrades broadly reflect Press Ganey's reduction of debt to EBITDA since the LBO transaction in 2016. Press Ganey had leverage of approximately 6.3x as of December 31, 2017 (including Moody's adjustment to expense capitalized software) and is expected to continue to de-lever to under 6x over the next 12 to 18 months. The expected reduction in leverage will be driven by continued organic revenue and EBITDA growth bolstered by tuck-in M&A activity funded partially from free cash flow. Press Ganey exhibited organic revenue growth of about 7% in 2017 and annualized revenue and EBITDA growth in the mid to high-single-digits are expected over the next 12 to 18 months. The company also generated strong free cash flow in 2017, with FCF to debt exceeding 8%. Press Ganey is utilizing the proceeds from the approximate $90 million first lien term loan upsize along with existing cash to partially repay revolver borrowing and pay down the second lien term loan. The transaction favorably reduces cash interest costs and increases unused revolver capacity. The B2 CFR reflects Press Ganey's small but growing revenue base, good market position in patient experience surveys, and very high but improving leverage. For the past decade Press Ganey has benefited from Centers for Medicaid and Medicare ("CMS") --imposed regulatory requirements for patient experience surveys, and continues to benefit from increasingly complex legislation such as value-based-purchasing stipulated by the Affordable Care Act. Press Ganey has minimal concentration with healthcare-provider clients, but there is high exposure to legislative risk inherent in its close relationship with the CMS, which oversees the designation and certification of vendors such as Press Ganey to offer survey services. Barriers to entry are low, but Press Ganey's extensive survey data and benchmarking capabilities support a strong brand presence that has sustained long-standing client relationships. Press Ganey has an attractive position as a leading provider of survey-based patient-experience measurement and performance-enhancement services to hospitals, physicians groups, and other care-delivery settings. Good operating momentum is demonstrated by high single-digit percent revenue growth, thirty-plus-percent EBITDA margins, and good revenue visibility stemming from an average customer-retention rate of 99% and revenue retention rate of 96% as of December 31, 2017, as well as an average contract life (among its top one hundred customers) approaching three years. The stable rating outlook reflects Moody's expectation that Press Ganey will achieve high-single digit percent revenue and earnings growth over the next 12 to 18 months, along with modest debt reduction. Though unlikely in the near term due to the company's private equity sponsor ownership and acquisition appetite, the ratings could be upgraded if leverage were sustained below 4.5x and free cash flow to debt was maintained above 10%. The ratings could be downgraded if leverage is expected to increase above 7x, revenue, client retention or liquidity deteriorates, or if free cash flow to debt is expected to fall below 5% on other than a temporary basis. Moody's views Press Ganey's liquidity as good, and it is supported by the company's strong free cash flow generation. Moody's expects free cash flow will continue to exceed 6% of total debt, in line with Moody's expectations for the ratings category. The company has access to a $100 million committed revolving credit facility, which is occasionally drawn to fund M&A activity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Wakefield, Massachusetts, Press Ganey is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals, medical practices and alternate-site providers. The company's portfolio of services addresses the needs of healthcare organizations to measure and improve patient satisfaction (based on results of patient surveys), enhance quality of care, increase operational efficiencies, and optimize Medicare reimbursement capabilities. Press Ganey operates in four primary businesses, including patient experience surveying, clinical performance measurement, caregiver engagement, and operational and strategic consulting services. Press Ganey, following a late-2016 LBO, is owned by private equity sponsor EQT Partners and management. PROAMPAC PG: Moody's Lowers Rating on 1st Lien Loan to B3 --------------------------------------------------------- Moody's Investors Service affirmed ProAmpac PG Borrower LLC's B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating but downgraded its First Lien Term Loan and First Lien Revolving Credit Facility to B3 following the company's announcement that it was issuing a $225 million incremental add-on to its First Lien Term Loan and increaseing the First Lien Revolving Credit Facility by $50 million to $125 million. Additional instrument ratings are detailed below. The proceeds of the term loan add-on will be used to fund two acquisitions. The rating outlook is stable. Downgrades: Issuer: ProAmpac PG Borrower LLC -- Gtd. Senior Secured 1st Lien Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) -- Gtd. Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: ProAmpac PG Borrower LLC -- Outlook, Remains Stable Affirmations: Issuer: ProAmpac PG Borrower LLC -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Gtd. Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD6) RATINGS RATIONALE The downgrade of the first lien senior secured credit facilities reflects the increase in the proportion of first lien debt in the capital structure relative to the second lien debt as cushion underneath it. The affirmation of the B3 rating and stable outlook reflect the anticipated benefit from completed and in process synergies and reduction in one time costs. Additionally, ProAmpac is expected to benefit from various productivity and cost savings initiatives and some new business. The company is also expected to have good liquidity. Pro forma leverage is high at over 7.0 times excluding unrealized synergies, but is expected to decline to 6.0 times over the next 12 to 18 months. The proposed $125 million revolver is expected to be undrawn at the close of the transaction with good covenant cushion. Additionally, the company is expected to generate positive free cash flow and have approximately $43 million in cash on hand at the close of the transaction. Weaknesses in Proampac's credit profile include high leverage, a high percentage of commodity products and a lack of long-term contracts and raw material pass-through mechanisms for approximately 50% of the business. The rating also reflects the risks inherent in the fragmented and competitive industry in which the company operates, the company's aggressive financial policies and the integration risk for the recent debt financed acquisitions. Approximately 50% of the company's pro forma business is not under contract with raw material pass-through provisions. Additionally, average lags on the raw material cost pass-throughs are 90 days for the business that is contracted and costs other than raw materials are not passed through. The company has some exposure to cyclical end markets. Strengths in the company's credit profile include a high percentage of sales in relatively more stable end markets, long term relationships with customers and a continued focus on producing innovative products. The company has maintained long standing relationships with its customers, including well-known blue chip names. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment. An upgrade would also be dependent upon the maintenance of good liquidity, including an appropriately sized revolver, and conservative financial and acquisition policies. The ratings could be upgraded if adjusted total debt to EBITDA moves below 5.5 times, funds from operations to debt remains above 8.0%, and EBITDA to gross interest coverage increases to above 3.0 times. The rating could be downgraded if there is deterioration in the credit metrics, liquidity or the operating and competitive environment. Additional debt financed acquisitions, excessive acquisitions (regardless of financing) or a move to a more aggressive financial profile could also prompt a downgrade. Specifically, the rating could be downgraded if total adjusted debt to EBITDA remains above 6.0 times, EBITDA to gross interest coverage declines below 2.0 times, and/or funds from operations to debt declines below 6.0%. ProAmpac's liquidity is considered good over the next four quarters with an expectation of good free cash flow and full availability on the revolving credit facility. Cash is held primarily in the US in high quality instruments. ProAmpac has a $125 million revolving credit facility which expires in October 2021. The revolver is expected to be undrawn at the close of the transaction and the company is expected to have approximately $43 million of cash on hand. The 1st Lien Term loan amortization is 1% per annum and there are no significant debt maturities until the revolver expires in 2021. The only financial covenant is a springing First Lien Net Leverage ratio of 7.7 times which applies only when outstanding borrowings exceed 35% of revolver commitments. The company is expected to remain in compliance with the covenant over the next four quarters. ProAmpac has no significant seasonality. Most assets are encumbered under the secured facilities leaving little in the way of alternate liquidity. The international assets are not pledged as security for the credit agreement. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Cincinnati, Ohio, ProAmpac is a supplier of flexible plastic packaging products serving customers in the food, retail, healthcare and industrial end markets. In 2015, the company was formed through the combination of Prolamina, Ampac Packaging and Coating Excellence International ("CEI"). The company has 21 manufacturing facilities in the United States, 3 in Europe, 2 in Southeast Asia and 1 in Canada. Approximately 93% of pro forma sales are generated in North America and 7% internationally. Primary raw materials are resin (PET, LDPE, HDPE, polypropylene), paper, foil, film and fabric. Pro forma net sales for the 12 months ended September 30, 2017 totaled approximately $1.17 billion. ProAmpac is a portfolio company of PPC Partners and does not publicly disclose information. PROAMPAC PG: S&P Affirms B CCR Amid $225MM 1st Lien Loan Add-On --------------------------------------------------------------- Cincinnati-based ProAmpac PG Intermediate LLC plans to issue a $225 million incremental add-on to its existing first-lien term loan. The company plans to use the proceeds from the add-on to fund two bolt-on acquisitions of flexible packaging manufacturers and pay related fees and expenses. As part of the transaction, the company is also upsizing its revolving credit facility by $50 million. S&P Global Ratings affirmed its 'B' corporate credit rating on Cincinnati-based ProAmpac PG Intermediate LLC. The outlook remains negative. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's first-lien facilities (which now comprise a $125 million revolving credit facility and a $1,388.6 million first-lien term loan). The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. "Additionally, we affirmed our 'CCC+' issue-level rating on the company's $215 million second-lien term loan. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "The affirmation reflects our belief that ProAmpac has a viable path to reduce its adjusted debt-to-EBITDA to around 7.0x over the next 12 months despite the company's very high debt leverage, which has been exacerbated by the multiple acquisitions it completed this year. Nonetheless, there is some uncertainty surrounding the pace and extent of this expected improvement in the company's credit measures given the very aggressive financial polices of its financial sponsor PPC Partners. The negative outlook captures this risk and reflects ProAmpac's limited leeway for underperformance or additional debt-funded acquisitions at the current rating because any setbacks could hinder its progress in reducing its very high debt leverage. "The negative outlook on ProAmpac reflects the elevated likelihood that we will lower our ratings on the company during the next 12 months if its debt leverage does not improve toward more appropriate levels. This could occur if the company faces operational missteps, fails to achieve its targeted synergies, or pursues additional debt-funded acquisitions. "We could lower our ratings on ProAmpac over the next 12 months if we expect that the company's debt leverage will remain well above 7x on a sustained basis. "We could revise our outlook on ProAmpac to stable if the company strengthens its credit metrics over the next year, including reducing its leverage to 7x or below, and its financial sponsor commits to follow less aggressive financial policies that will allow the company to sustain its leverage at this level." PROTEA BIOSCIENCES: Exclusive Plan Periods Extended Through July 2 ------------------------------------------------------------------ The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia, at the behest of Protea Biosciences, Inc., and Protea Biosciences Group, Inc., has extended the exclusive periods for the Debtors to file and obtain acceptance of a plan through and including July 2, 2018. As previously reported by the Troubled Company Reporter on March 13, 2018, the Debtors sought for 90-day exclusive periods extension, claiming that they have cause for the extension of the exclusivity period based on the following: A. The Debtors' cases involve more than $10 million in debt and remaining assets worth an uncertain amount. There are also significant and complex assets that need to be administered including, the benefits of net operating losses and potential claims against third parties which need to be analyzed and preserved; B. The Debtors are in the process of negotiating a possible transaction that could form the basis of their plan. The Debtors need additional time to consummate the negotiations which the Debtors currently believe could yield the highest and best return for the creditors; C. The Debtors are investigating potential litigation claims which may impact proposed reorganization plan; D. The Debtors continue to progress toward reorganization in good faith. No trustee has been appointed and no party has ever alleged the Debtors are not proceeding in good faith; E. The Debtors are paying their post-petition debts as they become due; F. The Debtors have very good prospects of filing a viable plan. The Debtors currently have no secured debt and the Debtors believe that a reorganization plan would yield a return in excess of what the creditors would receive in chapter 7 liquidation; G. The Debtors' case has only been pending since December 1, 2017, a short time for the Debtors to fully analyze possible plans and scenarios that will lead to a successful reorganization; and H. The Debtors are not seeking the extension to pressure creditors. About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC, is the Committee's legal counsel and Johnson Law, PLLC, is its local counsel. PUGLIA ENGINEERING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Puglia Engineering Inc. 201 Harris Avenue Bellingham, WA 98225 Type of Business: Puglia Engineering Inc. -- http://pugliaengineering.com-- is a ship builder and repairer based in Tacoma, Washington. Puglia Engineering is a privately held company founded in 1991. It has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Chapter 11 Petition Date: April 14, 2018 Case No.: 18-41324 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Brian D. Lynch Debtor's Counsel: James L. Day, Esq. BUSH KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: 206-292-2110 Email: jday@bskd.com Total Assets: $14.26 million Total Liabilities: $21.13 million The petition was signed by Neil Turney, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wawb18-41324.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ BAE Systems Ship $769,000 Repair Inc. Attn: Ian T. Graham 1101 Wilson Blvd, Suite 2000 Arlington, VA 22209 Blast One International $141,420 2400 Landmark Way Columbus, OH 43219 Clyde & Co. $803,418 Re: Princess Cruise Lines 101 Second Street, 24th Floor San Francisco, CA 94105 Fairbanks Morse Engine $237,655 7824 Collection Center DR Chicago, IL 60693 Fassmer Services America, LLC $140,273 3650 NW 15th St. Lauderhill, FL 33311 Grow America Fund - Equipment Blanket Lien $295,660 708 Third Ave. #710 on Equipment New York, NY10017 IBEW Pac. Coast Pension Fund $1,128,686 IBEW Local #6 5 Third Street, Suite 525 San Francisco, CA 94103-3216 IMECO, Inc. $205,700 1401 Carpenter Ave Iron Mountain, MI 49801 Man Diesel $372,473 1600A Brittmoore Rd Houston, TX 77043 Motor-Services Hugo Stamp $379,087 3190 SW 4th Ave Ft Lauderdale, FL 33315 Petro Chem $184,938 4403 Russell Rd Suite 108 Mukiteo, WA 98275 Port of Bellingham $132,936 1801 Roeder Ave PO Box 1677 Bellingham WA 98227 Port of San Francisco $742,887 PO Box 7862 San Francisco, CA 94120-7862 Princess Cruise Lines, Ltd. $803,418 24305 Town Center Drive Santa Clarita, CA 91355 San Francisco Public Utilities $244,456 #60DRG60D-01 1390 Market Street, 7th Floor San Francisco, CA 94102-5408 San Francisco Water Power Sewe $254,249 Attn: CSB, Retail Electric 525 Golden Gate Ave 3rd Floor San Francisco, CA 94102 SE Public Utilities Commission $244,456 #60DRG60D-01 1390 Market Street, 7th Floor San Francisco, CA 94102-5408 Sherwin Williams-Belling Ham $131,639 1401 N State St Bellingham, WA 98225 Wartsila Defense, Inc. $410,101 3617 Koopens Way Chesapeake, VA 23323 Washington State $190,000 Department of Revenue Taxpayer Account Admin Division RE: #601-323-390 PO Box 47476 Olympia, WA 98504-7476 PYRGOS TAXI: Taps Alla Kachan as Legal Counsel ---------------------------------------------- Pyrgos Taxi, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan P.C. as its legal counsel. The firm will represent the Debtor in negotiations with its creditors in formulating a plan of reorganization and will provide other legal services related to its Chapter 11 case. The firm charges an hourly fee of $325 for its attorneys and $175 for clerks and paraprofessionals. Pyrgos President John Janetos paid the firm an initial retainer of $17,000 from his personal funds. Alla Kachan, Esq., a member of the firm, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About Pyrgos Taxi Inc. Pyrgos Taxi, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41306) on March 9, 2018. In the petition signed by John Janetos, president, the Debtor estimated assets and liabilities of less than $1 million. Judge Elizabeth S. Stong presides over the case. Debtor hired The Law Offices of Alla Kachan, P.C., as its bankruptcy counsel; and Wisdom Professional Services Inc. as its accountant. RESIDENTIAL PHYSICIANS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Residential Physicians Association, PLLC c/o Stuart D. Kay 21415 Civic Center Drive Business Description: Residential Physicians Association -- http://rpacares.com-- provides home medical doctors, and house call physicians to patients in need with a focus on preventing readmissions during the transition from an acute care setting to the home. Since 1993, Residential Physician Association has served as the premier healthcare resource for primary care and geriatric medicine for homebound patients in Southeastern Michigan. RPA offers in-home care, chronic care and lab & mobile testing services. The Company is located in Southfield, Michigan. Chapter 11 Petition Date: April 12, 2018 Case No.: 18-45329 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Mark A. Randon Debtor's Counsel: John C. Lange, Esq. GOLD, LANGE & MAJOROS, PC 24901 Northwestern Hwy., Suite 444 Southfield, MI 48075 Tel: (248) 350-8220 E-mail: jlange@glmpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Stuart D. Kay, executive director. A copy of the Debtor's list of 17 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb18-45329_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-45329.pdf RESOLUTE ENERGY: Closes $75M Additional Senior Notes Offering ------------------------------------------------------------- Resolute Energy Corporation has closed its previously announced private offering of $75 million in aggregate principal amount of its 8.50% Senior Notes due 2020. The Senior Notes have identical terms, other than the issue date, the issue price and the first interest payment date, and constitute part of the same series as the $525 million aggregate principal amount of the Company's 8.50% Senior Notes due 2020 previously issued. On April 5, 2018, Resolute Energy and its subsidiaries entered into a purchase agreement with Goldman Sachs & Co. LLC, as the representative of the initial purchasers, relating to the sale by the Company of the Senior Notes. The Company intends to launch an exchange offer for the Senior Notes. After consummation of that exchange offer, but not before, the Senior Notes will be fungible with, and have the same CUSIP or ISIN numbers as, the Existing 8.50% Senior Notes. The Senior Notes are general unsecured obligations of the Company and guaranteed on a senior unsecured basis by the Company's existing subsidiaries. The net proceeds of the offering, after reflecting initial purchaser discounts and commissions, and estimated offering expenses, were approximately $74 million. Resolute intends to use a portion of the net proceeds from the offering to repay the borrowings currently outstanding under its senior credit facility. The remainder of the net proceeds will be used for general corporate purposes, including capital expenditures related to the Company's previously announced 2018 plan. The Senior Notes and the related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Senior Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction, and the Senior Notes may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. About Resolute Energy Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute incurred a net loss available to common shareholders of $7.70 million in 2017 following a net loss available to common shareholders of $161.7 million in 2016. As of Dec. 31, 2017, Resolute Energy had $641.9 million in total assets, $716.3 million in total liabilities and a total stockholders' deficit of $74.40 million. ROGERS & SON: May 24 Approval Hearing on 1st Amended Disclosures ---------------------------------------------------------------- Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania will convene a hearing on May 24, 2018 at 10:00 a.m. to consider approval of Rogers & Son Lawn Care & Landscaping, LLC dba Affordable Tree Services' small business first amended disclosure statement to accompany its chapter 11 plan filed on March 23, 2018. April 27, 2018 is fixed as the last day for filing and serving written objections to the amended disclosure statement. The amended disclosure statement amends the treatment of the Class 4 equity security holder, which now provides that it will receive the stock of the Debtor corporation in exchange for the sum of $1,000. The previous version of the plan provided that the equity security holder will be paid the total sum of $1,000, which amount will be paid after the completion of all payments to administrative and non-priority unsecured claims. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb1-17-00367-92.pdf About Rogers & Son Lawn Care Rogers & Son Lawn Care & Landscaping, LLC, doing business as Affordable Tree Services, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 17-00367) on Feb. 1, 2017. In the petition signed by its sole member, Norman R. Rogers, the Debtor estimated assets and liabilities ranging from $100,000 to $500,000. Lawrence V. Young, Esq., at CGA Law Firm, serves as the Debtor's bankruptcy counsel. S CHASE LIMITED: Taps Hoover Slovacek as Legal Counsel ------------------------------------------------------ S Chase Limited Partnership seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek LLP as its legal counsel. The firm will advise the company and its affiliates regarding the administration of their Chapter 11 cases; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to their bankruptcy cases. The firm's hourly rates are: Edward Rothberg $500 Deirdre Carey Brown $360 Melissa Haselden $350 Curtis McCreight $325 Brendetta Scott $325 Financial Consultant $195 Legal Assistants $110 to $125 Paralegals $110 to $125 Prior to the Petition Date, Hoover received retainer fees totaling $100,005, less the amount of $13,775 for legal services and expenses provided in conjunction with the bankruptcy preparation, leaving the balance of $86,230 as the retainer for post-petition services and filing fees. Hoover is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Deirdre Carey Brown, Esq. Melissa Haselden, Esq. Hoover Slovacek LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713977.5395 E-mail: brown@hooverslovacek.com E-mail: haselden@hooverslovacek.com About S Chase LP Each of S Chase Limited Partnership, Crosswinds Houston Limited Partnership and W Point Limited Partnership is an apartment owner based in Houston, Texas. S Chase Limited Partnership, d/b/a Seton Chase Apartments; Crosswinds Houston Limited Partnership, d/b/a Crosswinds Apartments; and W Point Limited Partnership, d/b/a Willowbrook Point Apartments, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-31017, 18-31018, and 18-31020) on March 5, 2018. In the petitions signed by CFO Gordon Steele, S Chase Limited and Crosswinds Houston estimated $10 million to $50 million in assets and debt; and W Point Limited estimated $1 million to $10 million in assets and liabilities at $10 million to $50 million. The Hon. Marvin Isgur presides over the case. The Debtors tapped Hoover Slovacek LLP as their bankruptcy counsel. SAEXPLORATION HOLDINGS: May Issue 19.5M Shares Under 2018 LTIP -------------------------------------------------------------- Saexploration Holdings, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 19,500,000 shares of its common stock, par value $0.0001 per share, for issuance under the SAExploration Holdings, Inc. 2018 Long-Term Incentive Plan. The proposed maximum aggregate offering price is $24.18 million. A full-text copy of the prospectus is available for free at: https://is.gd/NDjhpx About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. -- http://www.saexploration.com/-- is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in remote and complex environments throughout Alaska, Canada, South America, Southeast Asia and West Africa. SAExploration reported a net loss attributable to the Corporation of $40.75 million on $127.02 million of revenue from services for the year ended Dec. 31, 2017, compared to a net loss attributable to the Corporation of $25.03 million on $205.56 million of revenue from services for the year ended Dec. 31, 2016. As of Dec. 31, 2017, SAExploration had $141.9 million in total assets, $142.12 million in total liabilities and a total stockholders' deficit of $189,000. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same time, S&P lowered the issue-level rating on the company's senior secured notes to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. Following the rating action, S&P withdrew the corporate credit and issue-level ratings at the company's request. Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. Moody's withdrew the rating for its own business reasons, as reported by the TCR on Sept. 13, 2016. SAILING EMPORIUM: Patchak Buying Markley's Marina Vessel for $40K ----------------------------------------------------------------- The Sailing Emporium, Inc., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of 1996 Markley's Marina Custom Vessel, HINMVU35011J595, located at The Sailing Emporium marina to Robert S. Patchak for $40,000. Simultaneous with the filing of the Motion, the Debtor has filed a Motion to Shorten Time to Respond to the Motion, asking that the objection period be shortened to eight days, through and including April 6, 2018. If the Motion to Shorten Time is granted, the Debtor will ask that the order approving the sale be entered at a hearing in the case on April 9, 2018 at 11:00 a.m. If the Motion to Shorten Time is denied, a hearing on objections to the Motion, if any, has been scheduled for April 30, 2018 at 11:00 a.m. The Debtor holds title to the Vessel which was purchased on May 1, 2009. The Vessel is subject to a first priority lien by Branch Banking & Trust Co. ("BB&T") in the original principal amount of $87,000. At various times, Peoples Bank has insured the Vessel, suggesting it has a lien of some sort on the Vessel. The Debtor does not have any documentation to confirm Peoples Bank's assertion of a lien. On March 24, 2018, the Debtor obtained an offer to purchase the Vessel, pending approval of the Bankruptcy Court, from the Buyer in the amount of $40,000. The Debtor believes that the proposed sale is in the best interest of its estate. The proposed sale will provide for partial payment of the first priority lien of BB&T. BB&T consents to the sale of the Vessel. No appraisal has been conducted, but the Debtor believes the price is at or above the current market value. The sale will be free and clear of liens, claims and encumbrances and interest. No broker or agent has been engaged to facilitate the sale of the Vessel, and no commission or broker fee will be paid. The Debtor asks that the Court waives the stay under Bankruptcy Rule 6004(h)to permit immediate closing after its approval. Counsel for BB&T: Christopher Hamlin, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 E-mail: chamlin@mhlawyers.com About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. In the petition signed by William Arthur Willis, president, the Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor tapped Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, as counsel. The Debtor also employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SAMSONITE INTERNATIONAL: S&P Raises CCR to 'BB+', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Luxembourg based Samsonite International S.A. to 'BB+' from 'BB'. The outlook is stable. S&P said, "At the same time, we assigned 'BBB-' issue-level ratings to the company's proposed $2.145 billion senior secured credit facilities consisting of a $650 million revolver due 2023, $828 million term loan A due 2023, and $667 million term loan B due 2025. The '1' recovery rating indicates our expectation of a very high (90% to 100%; rounded estimate 90%) recovery in the event of a payment default." The company will use the new debt, along with about $64 million drawn on the new revolver and unsecured debt, to repay $1.2 billion in existing term loan A, $667 million in term loan B, and $64 million on its existing revolver. Pro forma for the refinancing, the company will have about $2.2 billion of lease- and pension-adjusted debt. All issue ratings are based on preliminary terms and are subject to review of final documents. S&P will withdraw the existing issue-level ratings once the debt instruments are repaid. The upgrade reflects improvement in Samsonite's credit measures, and its successful integration of the Tumi acquisition. Samsonite's adjusted debt to EBITDA declined to about 3.0x at the end of 2017 as compared to around 4.0x, following the Tumi acquisition. S&P said, "We expect the company to continue growing revenues at mid- to high-single digits, resulting in EBITDA expansion, and a further decline in leverage to below 3x by the end of 2018. Our upgrade also factors in our expectation that the company will maintain a financial policy consistent with maintaining debt leverage below 3x over the intermediate term." S&P said, "The stable outlook reflects our expectation that Samsonite's credit measures will continue to improve with leverage maintained below 3x as the company continues to grow revenues and EBITDA and apply free cash flow toward debt repayment. "We could lower the ratings if global macroeconomic conditions weaken materially, resulting in reduced travel and tourism leading to deterioration in the company's operating performance and debt leverage sustained above 3x. We could also lower the rating if the company chooses to maintain a more aggressive financial policy by increasing debt substantially to fund large acquisitions, resulting in debt leverage sustained above 3x. "While unlikely over the next few years, we could raise the ratings if Samsonite diversifies its revenue streams and reduces its dependence on travel and tourism related revenues, while maintaining a financial policy consistent with an investment-grade rating. We believe this could occur if the company makes a large, transformative acquisition that substantially diversifies its product portfolio and increases its scale and overall revenue base." SCOTTISH HOLDINGS: Committee Taps Appleby as Special Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Scottish Holdings, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Appleby (Cayman) Ltd. as special counsel. The firm will advise the committee on the laws and regulations of the Cayman Islands and the winding-up proceedings commenced by Scottish Re Group Limited in the Cayman Islands. The attorneys designated to provide the services and their hourly rates are: Tony Heaver-Wren Partner $1,025 David Bulley Counsel $925 Jeremy Snead Senior Associate $700 Dean Bennett Associate $450 Tony Heaver-Wren, Esq., a partner at Appleby, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Heaver-Wren disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Appleby professional has varied his rate based on the geographic location of the Debtor's case. Appleby did not represent the committee prior to the petition date, Mr. Heaver-Wren also disclosed. The firm will work with the committee to develop a prospective budget and staffing plan for its engagement for the post-petition period, according to Mr. Heaver-Wren. Appleby can be reached through: Tony Heaver-Wren, Esq. Appleby (Cayman) Ltd. 71 Fort Street George Town, Grand Cayman KY1-1104 Cayman Islands Phone: +1 345 949-4900 Email: theaverwren@applebyglobal.com Email: cayman@applebyglobal.com About Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman) Scottish Holdings, Inc., and Scottish Annuity & Life Insurance Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd. Scottish Re Group Limited -- http://www.scottishre.com/-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings and Scottish Annuity sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg Klinenberg, the Debtor estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP as special counsel; and Keefe, Bruyette & Woods, Inc. as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 20, 2018. SHIRAZ HOLDINGS: Kraftsow to be Paid $300K at 10% Interest ---------------------------------------------------------- Shiraz Holdings, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement in connection with its chapter 11 plan of reorganization dated March 23, 2018. This latest filing provides that on June 26, 2017, Debtor's sole manager and member Jordan Satary loaned Debtor $85,000, which was used, primarily, to pay legal fees required to commence the Bankruptcy Case. Satary has agreed to and will not receive any payments on account of that loan until after all payments contemplated under the Plan have otherwise been made. Further, prior to petition date, the Debtor acquired a stake in the following companies at the specified equity percentages: (1) 360 Medical Supplies, Inc. (50%); (2) Serenity Now CMHC, Inc. (100%); (3) Recovery Advocates (100%); (4) Pathway 2 Recovery (49%); (5) Premier Worldwide Holdings, LLC (100%). Class 1 under the latest plan consists of the secured claim of Kraftsow. Over a period of no longer than two years commencing as of the Effective Date, the Debtor will pay Kraftsow $300,000 at 10% interest through equal monthly interest-only payments, with a balloon payment due on the 24th month for any remaining balance. If at any time the Debtor fully pays the then outstanding balance, the Debtor will be relieved of any obligation to make any future payment of interest. There will be no prepayment penalty of any kind. Kraftsow will retain its liens until the claim is paid in full; however, Kraftsow agrees to provide a partial release of either of the Beaver Property or the Progress Property from the mortgage in exchange for a payment of at least $250,000 upon sale of the first property. The Debtor will continue to exist after the Effective Date as a business entity with all of the powers of a limited liability company under applicable law in the jurisdiction in which the Debtor is organized or otherwise formed. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-17968-194.pdf A full-text copy of the Chapter 11 Plan is available at: http://bankrupt.com/misc/flsb17-17968-193.pdf About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. The petition was signed by Jordan A. Satary, managing member. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. On Sept. 13, 2017, the Court appointed Fadi Elkhatib and Ten-X, LLC, as real estate broker. SKILLSOFT CORP: Bank Debt Trades at 12.67% Off ---------------------------------------------- Participations in a syndicated loan under which Skillsoft Corp is a borrower traded in the secondary market at 87.33 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.40 percentage points from the previous week. Skillsoft Corp pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. SL MACINTYRE: Taps Karina Pia Lucid as Legal Counsel ---------------------------------------------------- SL MacIntyre Underground, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Karina Pia Lucid, Esq., LLC, as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. Karina Lucid, Esq., the attorney who will be handling the case, charges an hourly fee of $350. Paralegals charge $100 per hour. The firm received an initial retainer in the sum of $7,500. Ms. Lucid disclosed in a court filing that she and her firm do not hold any interests adverse to the Debtor's estate. The firm can be reached through: Karina Pia Lucid, Esq. Karina Pia Lucid, Esq., LLC P.O. Box 230 Liberty Corner, NJ 07938-0230 Phone: 908 350 7505 Email: klucid@karinalucidlaw.com About SL MacIntyre Underground SL MacIntyre Underground, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-11366) on Jan. 23, 2018. In the petition signed by Susan L. MacIntyre, authorized representative, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Kathryn C. Ferguson presides over the case. SOLEGNA HOLDINGS: Taps Eric A. Liepins as Legal Counsel ------------------------------------------------------- Solegna Holdings, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case. Eric Liepins, Esq., the attorney who will be handling the case, charges an hourly fee of $275. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm received a retainer in the sum of $7,000. Mr. Liepins disclosed in a court filing that his firm does not represent any interests adverse to the Debtor's estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier: (972) 991-5788 E-mail: eric@ealpc.com About Solegna Holdings Solegna Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31218) on April 3, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $100,000. Judge Stacey G. Jernigan presides over the case. SOUTHEASTERN GROCERS: Taps Evercore Group as Investment Banker -------------------------------------------------------------- Southeastern Grocers, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Evercore Group L.L.C. as its investment banker. The firm will assist Southeastern Grocers in reviewing the operations and financial projections of the company and its affiliates and will provide financial advice in developing and implementing a transaction, which include evaluating restructuring alternatives, developing a plan of reorganization and assisting the Debtors in connection with a sale of their assets. If the Debtors pursue a financing, Evercore will help them identify potential investors, participate in negotiations with the investors, and assist them in structuring a financing. Evercore will be paid $200,000 a month until the earliest of the consummation of an in-court restructuring, the consummation of a sale, and the termination of its employment. The firm will also be paid (i) a single fee equal to 1% of the amount of outstanding debt as of the petition date, payable upon the earliest of the consummation of an in-court restructuring, consummation of a sale, and consummation of a series of divestitures that, in the aggregate, meet the definition of a sale; (ii) a fee payable upon consummation of any divestiture, equal to 3% of the aggregate consideration of such divestiture; and (iii) a fee payable upon consummation of each financing and incremental to any fee payable in connection with any other transaction equal to the applicable percentages as set forth in the table below: As a Percentage of Financing Financing Gross Proceeds --------- ------------------------ Indebtedness Secured by a First Lien 1.00% Indebtedness Secured by a Second Lien, Unsecured Indebtedness and/or Subordinated Indebtedness 1.75% Equity or Equity-linked Securities/Obligations 2.25% During the 90 days immediately preceding the petition date, Evercore received $8.3 million in total fees. The firm also received expense reimbursement payments of $9,986 and an expense reimbursement retainer of $5,000. Stephen Goldstein, a senior managing director of Evercore, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Evercore can be reached through: Stephen Goldstein Evercore Group L.L.C. 55 East 52nd Street New York, NY 10055 Tel: +1.212.857.3100 About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SOUTHEASTERN GROCERS: Taps Richards Layton as Co-Counsel -------------------------------------------------------- Southeastern Grocers, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Richards, Layton & Finger, P.A. Richards Layton will serve as co-counsel with Weil, Gotshal & Manges LLP, the firm tapped by the company and its affiliates to be their lead bankruptcy counsel. The firm will charge these hourly rates: Directors $710 - $925 Counsel $610 - $625 Associates $320 - $595 Paraprofessionals $255 The attorneys and paraprofessionals designated to represent the Debtors and their standard hourly rates are: Daniel DeFranceschi $875 Paul Heath $750 Amanda Steele $595 Brett Haywood $450 Brian Yu $320 Ann Jerominski $255 Prior to the petition date, the Debtors paid the firm a retainer in the sum of $322,312.26. Daniel DeFranceschi, Esq., director of Richards Layton, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. DeFranceschi disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Richards Layton professional varied his rate based on the geographic location of the cases. According to Mr. DeFranceschi, Richards Layton has advised the Debtors in connection with their restructuring efforts and in contemplation of their cases since February 2018 but the billing rates and material financial terms of its employment has not changed post-petition from the pre-bankruptcy arrangement. The firm, in conjunction with the Debtors and Weil, is developing a prospective budget and staffing plan for the bankruptcy cases, Mr. DeFranceschi further disclosed. Richards Layton can be reached through: Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. Brett M. Haywood, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: defranceschi@rlf.com E-mail: heath@rlf.com E-mail: steele@rlf.com E-mail: haywood@rlf.com About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SOUTHEASTERN GROCERS: Taps Weil Gotshal as Legal Counsel -------------------------------------------------------- Southeastern Grocers, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Weil, Gotshal & Manges LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; assist the Debtors in connection with any proposed bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $990 to $1,500 for members and counsel, $535 to $975 for associates, and $230 to $385 for paraprofessionals. During the 90-day period prior to the petition date, Weil received payments and advances totaling approximately $5.3 million for services performed and to be performed, including the preparation for the filing of the cases. As of the petition date, the firm held an advance payment retainer of approximately $1.2 million. Ray Schrock, Esq., a member of Weil, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schrock disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Weil professional varied his rate based on the geographic location of the cases. According to Mr. Schrock, Weil was formally engaged by the Debtors since August 2017, and that from August to September, the firm charged these hourly rates: Members/Counsel $940 - $1,400 Associates $510 - $930 Paraprofessionals $220 - $375 In October 2017, Weil adjusted its standard billing rates for its professionals in the normal course for all of its clients, Mr. Schrock also disclosed. Weil, in conjunction with the Debtors, is developing a prospective budget and staffing plan for the cases for the period beginning April 2018 and ending May 2018, according to Mr. Schrock. The firm can be reached through: Ray C. Schrock, P.C. Matthew S. Barr, Esq. Sunny Singh, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: sunny.singh@weil.com Email: ray.schrock@weil.com About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SPINLABEL TECHNOLOGIES: Seeks May 7 Plan Filing Period Extension ---------------------------------------------------------------- SpinLabel Technologies, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida for an extension of the Exclusive Filing Period for a period of 31 days to through and including May 7, 2018, and an extension of the Exclusive Solicitation Period for a period of 31 days to through and including July 6, 2018. The Debtor further requests that the Court extend the Procedures Order Deadline through and including May 7, 2018. Since the Petition Date, the Debtor has devoted a significant amount of time complying with the requirements of operating as a debtor-in-possession during a Chapter 11 case, pursuing various business opportunities, seeking debtor-in-possession financing and finalizing a Referral Agreement with a certain broker to refer its existing and future contacts to the Debtor. The Debtor has been able to secure debtor-in-possession financing in the total amount of $250,000. After the entry of the DIP Order on January 11, 2018, the Debtor has been finalizing the Referral Agreement, seeking exit financing, and preparing its disclosure statement and plan of reorganization. On April 3, 2018, the Court entered an Order authorizing the Debtor to enter into Referral Agreement. However, as of April 6, 2018, the Debtor has not obtained the exit financing it seeks to emerge bankruptcy and operate post-confirmation. As a result, the Debtor requires additional time to obtain such exit financing, and prepare and finalize its plan and disclosure statement. The Debtor believes that it is close to obtaining exit financing and filing a viable plan. The Debtor tells the Court that it is not seeking to use exclusivity to pressure creditors into accepting a plan they find unacceptable. To the contrary, extending exclusivity will allow the Debtor to obtain exit financing prior to finalizing a plan and disclosure statement, and thus avoid incurring legal fees associated with preparing a plan and disclosure statement that would likely need to be modified and/or amended. About SpinLabel Technologies SpinLabel Technologies, Inc. -- http://www.spinlabels.com/-- is a Florida-based company dedicated to building and licensing its unique labeling technology that builds brand value by engaging current and prospective customers in the shopping corridor and at home. SpinLabel's proprietary, patented label Technology enables a spinning label (an outer Label over an inner label) to almost double the valuable messaging space on a container. SpinLabel is aligned with top label manufacturers globally to facilitate easy integration into most types of existing consumer product packaging. Based in Miami, Florida, SpinLabel -- which does business as Spinformation, Inc., as Accudial Pharmaceutical, Inc., and as Accudial, Inc. -- filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20123) on Aug. 9, 2017. In the petition signed by Alan Shugarman, its director, the Debtor estimated $1 million to $10 million in both assets and liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page PA, serves as the Debtors' bankruptcy counsel. SRAM LLC: S&P Raises CCR to 'B+' on Improved Operating Performance ------------------------------------------------------------------ S&P Global Ratings said it raised its corporate credit rating on Chicago-based SRAM LLC to 'B+' from 'B'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured credit facility, consisting of a $40 million revolver due 2022 and a $570 million ($503 million outstanding) term loan due 2024, to 'B+' from 'B', in line with the raised corporate credit rating. The recovery rating remains '3', reflecting our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "The upgrade to 'B+' reflects our increased confidence that SRAM will improve and sustain adjusted leverage by the end of 2018 that is sufficiently below our 5x upgrade threshold so that the company could withstand a moderate downturn in operating performance or a modest unexpected negative event without materially breaching that threshold." This is largely because of continued EBITDA growth from new and existing products, the stabilization of the company's distribution network, and the continued use of available free cash flow for debt repayment. The company announced preliminary first-quarter 2018 revenue growth of 14%, due in part to growth from new products including Guide brake products and Eagle GX, a lower priced version of the company's Eagle drivetrains. S&P said, "We believe this demonstrates the company's ability to continue to grow revenue beyond the Eagle and E-Tap product launch anniversaries that occurred in late 2017. That, combined with forecasted voluntary debt repayment, gives us an increased level of confidence that the company will continue to reduce leverage through the year, improving it to the mid-3x area by the end of 2018." S&P said, "The stable outlook reflects our expectation for good operating performance in SRAM's OEM and aftermarket channels, combined with continued voluntary debt repayment with excess cash flow, will allow the company to continue to reduce leverage through 2019. We expect that SRAM will have a significant cushion compared to our 5x downgrade adjusted debt to EBITDA downgrade threshold. "Although a downgrade is unlikely in the near term given the company's leverage cushion compared to our downgrade threshold, we could lower the rating if debt to EBITDA stays above 5x, which could occur from potentially high EBITDA volatility. "We could raise the rating to 'BB-' if we believe SRAM would sustain our measure of total adjusted leverage below 4x, incorporating potentially high EBITDA volatility and possible leveraging distributions. However, even though our base-case forecast for leverage in the low-3x area in 2019 might otherwise represent a sufficient cushion to incorporate future economic and operating volatility, a ratings upgrade is unlikely at this time because we believe the company may be willing to increase leverage to fund distributions." STEIN PROPERTIES: Plan to be Funded from Sale Proceeds of Property ------------------------------------------------------------------ Stein Properties, Inc., filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement for its chapter 11 plan of reorganization dated March 23, 2018, which provides for the sale of the Debtor’s principal assets. The Debtor is a Delaware corporation organized in 1990 for the purpose of developing commercial real estate in Columbia, Maryland. The Debtor owns in fee simple 3.19 acres of real property, improved by a commercial building with 33,545 square feet of rentable space. The building is known as the Columbia Professional Center and is located at 10840 Little Patuxent Parkway, Columbia, Maryland 21045. The Debtor leases the Property to a number of commercial tenants. Pursuant to the Plan, the Debtor will use commercially reasonable efforts to market and sell the Property with six months following the Effective Date of the Plan. In the event, the Debtor is unsuccessful in these efforts, the Property will either be auctioned off and sold, or, if this does not occur within 60 days, the Senior Secured Lender has the right to proceed with a judicial sale of the Property. The net proceeds of sale of the Property, after the payment of closing costs associated with the sale, will be distributed first to secured creditors in accordance with the priority of their liens on the Property, then pro rata to priority unsecured creditors, then pro rata to non-insider general unsecured creditors, and then pro rata to insider unsecured creditors. After all holders of Allowed Administrative Expense Claims and Allowed Class 1, 2, 3, and 4 claims have received payment of the full amount of such Allowed Claims as provided in the Plan, each holder of an Allowed Class 5 General unsecured claim will receive a pro rata distribution from available cash until such Allowed Class 5 Claims are paid in full. Class 5 is impaired by the Plan. The Plan will be funded by the proceeds of the sale of the Columbia, Maryland property, together with available cash from the operations of the Debtor’s business prior to the closing on the sale. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/mdb17-22680-89.pdf Counsel to the Debtor: Lawrence A. Katz (Md. Bar No. 02526) HIRSCHLER FLEISCHER 8270 Greensboro Drive, Suite 700 Tysons, Virginia 22102 Email: lkatz@hf-law.com Telephone: (703) 584-8362 Facsimile: (703) 584-8901 About Stein Properties Based in Columbia, Maryland, Stein Properties, Inc., filed a voluntary Chapter 11 petition (Bankr. D. Md. Case No. 17-22680) on Sept. 22, 2017. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The case is assigned to Judge David E. Rice. Lawrence A. Katz, Esq., at Hirschler Fleischer, is the Debtor's counsel. TAG MOBILE: U.S. Trustee Forms 3-Member Committee ------------------------------------------------- The Office of the U.S. Trustee on April 11 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of TAG Mobile, LLC. The committee members are: (1) Duong Nguyen, President DN & Associates 8931 Tracy Avenue Garden Grove, CA 92841 Phone: 916-397-1013 Email: duongnguyen@dnaacorp.com (2) Patrick Moore, Director of Business Development Semiotic Concepts Limited Co. 3640 South Fulton Avenue Hapeville, GA 30354 Phone: 267-255-4811 Email: pmoore@centerstreetmarketing.com (3) Suleman Bhimini, President SSB Trading, Inc. 1750 Regal Row Dallas, TX 75235 Phone: 972-241-0678 Email: sb1496@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About TAG Mobile Founded in 2010, Tag Mobile, LLC's line of business includes providing two-way radiotelephone communication services such as cellular telephone services. On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern District of Texas issued an order converting Tag Mobile's case from Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791). Judge Stacey G. Jernigan presides over the case. The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel, and The Gibson Law Group as its special counsel. TALEN ENERGY: $500MM Bank Debt Trades at 3.56% Off -------------------------------------------------- Participations in a syndicated loan under which Talen Energy Supply LLC is a borrower traded in the secondary market at 96.44 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.64 percentage points from the previous week. Talen Energy pays 400 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on April 3, 2024. Moody's rates the loan 'Ba1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. TALEN ENERGY: $600MM Bank Debt Trades at 3.55% Off -------------------------------------------------- Participations in a syndicated loan under which Talen Energy Supply LLC is a borrower traded in the secondary market at 96.45 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.79 percentage points from the previous week. Talen Energy pays 400 basis points above LIBOR to borrow under the $600 million facility. The bank loan matures on April 13, 2024. Moody's rates the loan 'Ba1' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. TENNECO INC: Fitch Places BB+ IDR on Negative Watch --------------------------------------------------- Fitch Ratings has placed the ratings of Tenneco Inc. (TEN) and its Tenneco Automotive Operating Company Inc. (TAOC) subsidiary on Rating Watch Negative. This includes both companies' 'BB+' Long-Term Issuer Default Ratings (IDRs), TEN's secured revolving credit facility (RCF) and senior unsecured notes ratings, and TAOC's secured term loan A rating. The rating action follows announcement that TEN will acquire Federal-Mogul Holdings LLC (FDML) in a cash and stock transaction valued at $5.4 billion, including the assumption of FDML debt. Subsequent to the acquisition, TEN intends to split into two separate companies, with one focused on powertrain and emissions systems and one focused on ride performance and aftermarket products. TEN's ratings apply to a $1.6 billion secured RCF and $725 million in senior unsecured notes. TAOC's ratings apply to a $390 million secured term loan. A full rating list follows at the end of this release. KEY RATING DRIVERS The Rating Watch Negative is driven by Fitch's expectation for a substantial increase in leverage following the FDML transaction. TEN plans to fund the transaction using a combination of cash, incremental borrowing and stock. Including the incremental borrowing, Fitch estimates the combined company will have roughly $6.5 billion in debt at closing, including a substantial amount of off-balance sheet factoring at both companies that Fitch treats as debt. This compares to TEN's existing debt level of $1.8 billion, including $325 million in off-balance sheet factoring. Including transaction synergies, Fitch estimates that the combined company's pro forma EBITDA will exceed $1.8 billion, leading to estimated pro forma EBITDA leverage in the mid-3x range, well above TEN's standalone leverage of 2.2x at Dec. 31, 2017. TEN has stated that following the closing, it plans to de-lever to a net leverage target of about 2.5x by 2019, although this figure excludes off-balance sheet factoring. Fitch expects to take a rating action on TEN around the time the transaction closes, and it could downgrade TEN's IDR by more than one notch. The acquisition of FDML will significantly enhance the diversity of TEN's book of business by adding FDML's powertrain and well-known branded aftermarket products to TEN's existing clean air and ride control aftermarket products. Fitch expects the combination of both companies' product lines will create opportunities to cross-sell products and provide more comprehensive end-to-end solutions, particularly in the powertrain business, where the acquisition could bring about opportunities to more closely integrate the development of powertrain and emissions systems. Both companies' aftermarket businesses will also benefit from increased scale and the ability to leverage a larger distribution network. Although the transaction will grow and diversify TEN's business, there are also important risks associated with it. Merging both companies' sizeable operations could lead to integration issues and higher than expected integration costs. It could also delay the attainment of the expected synergies or reduce the potential synergies of the transaction. The acquisition will also result in a notable increase in TEN's medium-term leverage, which is significant, given the cyclicality of the auto industry. A decline in global auto production, particularly in North America, could hinder TEN's ability to de-lever its balance sheet as planned. Although there are mitigants to each of these issues, they nonetheless increase the intermediate-term risk to the company's operating and credit profiles. The acquisition and subsequent split will create two more focused companies: one that combines TEN's clean air business with FDML's powertrain business to create a full end-to-end powertrain supplier, and one that combines TEN's ride performance and aftermarket business with FDML's aftermarket business to create a highly diversified aftermarket supplier. TEN will acquire FDML through a cash and stock offer, offering Icahn Enterprises L.P., FDML's owner, $800 million plus Class A and Class B shares, which will make Icahn a substantial holder of TEN stock. The enterprise value for the transaction equates to approximately $5.4 billion or about 7.2x FDML's estimated 2017 adjusted EBITDA. The companies estimate that various synergies will result in at least $200 million in run-rate profit improvement, and including those synergies and $250 million in working capital synergies, the company estimates the transaction multiple would be 5.4x. TEN expects to close the transaction in the second half of 2018, with the split of the businesses occurring in the second half of 2019. TEN's secured revolver and TAOC's secured Term Loan A both have a Recovery Rating of 'RR1' and are rated one-notch above the Long-Term IDR, reflecting their substantial collateral coverage, which includes virtually all of the company's U.S. assets and up to 66% of the stock of its first-tier foreign subsidiaries. Based on Fitch's Recovery Rating criteria, 'BBB-' is the highest issue rating that may be assigned to an issuer with an IDR of 'BB+' or lower. Fitch has assigned a Recovery Rating of 'RR4' to TEN's senior unsecured notes, reflecting Fitch's expectations for an average recovery in a distressed scenario. DERIVATION SUMMARY TEN has a relatively strong competitive position focusing on automotive clean air and ride control technologies that are likely to grow in demand over the longer term as auto manufacturers increasingly focus on ways to reduce vehicle emissions and improve ride quality. Although the company's clean air business could come under pressure over the longer term as the auto industry focuses more on electric vehicles, over the intermediate term, tightening global regulations on emissions from internal combustion engines will drive higher demand for TEN's products. Growing demand for increasingly sophisticated ride control systems will also benefit the company. However, compared with certain high-technology auto suppliers, such as Delphi Automotive PLC (BBB/Stable) or Visteon Corporation (not rated), which are increasingly focused on in-car advanced technologies, TEN is focused on products that are related to vehicle performance characteristics. TEN's margins are generally in-line with issuers in the high 'BB' range. From a size perspective, TEN is mid-pack among the global auto suppliers, with less than one-third the revenue of the largest players, such as Continental AG (BBB+/Stable), Magna International Inc. (not rated) or Robert Bosch GmbH (F2). TEN's credit protection metrics are also generally in-line with its ratings, with weaker metrics than most auto suppliers in the 'BBB' category, such as BorgWarner Inc. (BBB+/Stable). TEN's metrics are generally closer to those of The Goodyear Tire & Rubber Company (BB/Stable). The IDRs of TEN and TAOC are equalized, given that TAOC is the primary operating subsidiary of TEN, and there are upstream and downstream guarantees between the entities on each other's debt. No Country Ceiling constraint or operating environment influence was in effect for these ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- The acquisition closes by year-end 2018; -- The $800 million cash consideration is funded through incremental debt; -- The acquisition results in approximately $200 million of synergies; -- U.S. light vehicle sales run in the mid-16 million to low-17 million range over the next several years, while global sales rise in the low-single digit range. RATING SENSITIVITIES Fitch believes the Rating Watch could be resolved with a negative rating action if the transaction is consummated as proposed. An affirmation of the ratings could occur if the company does not proceed with the acquisition as proposed, or if the final terms of the transaction result in less incremental debt funding than the original terms. LIQUIDITY Fitch expects TEN's liquidity to remain adequate over the intermediate term. As of Dec. 31, 2017, TEN had $315 in total cash and cash equivalents, as well as $1.4 billion in availability on its $1.6 billion secured revolver, after accounting for $244 million in outstanding borrowings. Fitch believes the company has sufficient financial flexibility to meet its intermediate-term cash obligations. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Negative: Tenneco Inc. -- Long-term Issuer Default Rating (IDR) 'BB+'; -- Secured revolving credit facility rating 'BBB-'/'RR1'; -- Senior unsecured notes 'BB+'/'RR4'. Tenneco Automotive Operating Company Inc. -- Long-term IDR 'BB+'; -- Secured term loan rating 'BBB-'/'RR1'. TERRANOVA LANDSCAPES: Unsecureds to Recoup 3.85% Under Latest Plan ------------------------------------------------------------------ Terranova Landscapes, Inc. dba Terranova Fine Landscapes filed with the U.S. Bankruptcy Court for the Eastern District of New York an amended small business disclosure statement for its proposed plan of reorganization. Based in Center Moriches, New York, the Debtor provides landscaping maintenance and snow removal services to commercial clients. Class 4 under the plan consists of 50 holders of allowed general unsecured claims. This class totals approximately $1,560,362. This class will be paid a total of $60,000. Each holder Allowed Class 4 General Unsecured Claim will be paid an amount equal to 3.85% of such Allowed Claims, payable in 24 equal, consecutive, quarterly payments of $3,000, commencing 90 days after the Effective Date and continuing 120 days thereafter for 23 additional quarterly payments. The plan will be effectuated from the Debtor' regular business operations. The Debtor's projections indicate the Debtor will have sufficient income to meet its obligations under the plan. The Debtor will also effectuate the Plan with the $10,000 new value contribution from Eric Searles. The total monthly payments to be paid under the plan will be approximately $6,637 per month for 60 months. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb8-17-70472-155.pdf About Terranova Landscapes Inc. Terranova Landscapes, Inc. dba Terranova Fine Landscapes, based in Center Moriches, New York, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70472) on January 27, 2017. The petition was signed by Eric Searles, president. At the time of the filing, the Debtor disclosed $827,529 in assets and $2.07 million in liabilities. The case is assigned to Judge Louis A. Scarcella. The Debtor is represented by Gary C. Fischoff, Esq., at Berger, Fischoff, & Shumer, LLP. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Terranova Landscapes, Inc. as of March 3, according to a court docket. THOMPSON REST: Unsecureds to Get 100% in 16 Quarters at 1.21% ------------------------------------------------------------- Thompson Rest., Inc. and Kem Rest., Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a small business disclosure statement for their joint plan of reorganization dated March 23, 2018. Thompson Rest. Inc. and Kem Rest. Inc. are New York corporations engaged in the business of operating and managing two sit down Italian restaurants, both under the trade name Don Giovanni Ristorante, and located at 214 10th Avenue, New York, NY 10011 (Kem) and 358 West 44th Street, New York, NY 10036 (Thompson). General unsecured creditors under the plan are classified in Classes 1 and 2 and will receive a distribution of 100% of their allowed claims plus interest at the rate of 1.21% to be distributed as follows: 16 quarterly payments (i.e. every 3 months) over a period of four years. Payments and distributions under the Plan will be funded by future revenue and operations of the Debtors. The Debtors will be the disbursing agents under the Plan. Each Debtor will be responsible for making the payments to its respective creditors. The hearing consider approval of the adequacy of the disclosure statement will be held in the Courtroom of the Honorable Elizabeth S. Stong, United States Bankruptcy Judge, Eastern District of New York, at the Conrad B. Duberstein U.S. Courthouse located at 271-C Cadman Plaza East, Brooklyn, New York 11201, on April 26, 2018 at 10:00 a.m. Any responses or objections to the disclosure statement must be in writing and must be filed and served no later than 5:00 p.m. on April 19, 2018. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-43157-34.pdf Attorneys for the Debtors: Lawrence F. Morrison Brian J. Hufnagel MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646)390-5095 Kem Rest, Inc. and Thompson Rest, Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 17-43156-57) on June 16, 2017, and are represented by Lawrence Morrison, Esq. of Morrison, Tennenbaum PLLC. THOUGHTWORKS INC: Moody's Affirms B2 Corporate Family rating ------------------------------------------------------------ Moody's Investors Service affirmed ThoughtWorks, Inc.'s B2 Corporate Family rating ("CFR"), B2-PD Probability of Default rating ("PDR") and B2 senior secured 1st lien term loan and revolver ratings. Moody's also assigned a B2 to Thoughtworks' proposed senior secured 1st lien term loan and incremental delayed draw senior secured 1st lien term loan. The rating outlook remains stable. ThoughtWorks announced it plans to issue a $240 million term loan due 2024, an incremental $30 million term loan due 2024, available on a delayed-draw basis, and increase the revolver due 2022 to $60 million from $35 million. The proceeds from the new term loans and balance sheet cash will be used to refinance its existing $200 million term loan due 2024, fund expected contingent employee retention payments due in 2018 and pay related transaction fees and expenses. Upon closing, the rating on the existing term loan will be withdrawn. RATINGS RATIONALE "While the increase in debt is a negative credit development, the B2 CFR already incorporated Moody's expectations that contingent retention payments due in 2018 of around $80 million could be funded with incremental debt," said Edmond DeForest, Moody's Senior Credit Officer. The B2 CFR reflects ThoughtWorks' small revenue scale, narrow operating scope and meaningful customer concentration. Pro-forma for the proposed transaction and assuming that the delayed draw term loan is fully drawn, debt to EBITDA was in the mid 5 times range as of fiscal year end December 31, 2017, which is high for the rating. However, Moody's expects revenue growth of around 10% and modest cost improvement initiatives will drive debt to EBITDA down below 5 times within the next 12 to 18 months. ThoughtWorks employs fewer than 5,000 people and generates revenues of less than $750 million annually, which are small for the global information technology services industry. ThoughtWorks competes against both larger, established global information services providers with significant resources, as well as smaller, niche-focused companies vying for market share in the outsourced software development market. ThoughtWorks' long standing relationships with a blue chip (although concentrated) customer base and history of high revenue growth provide support despite the limited barriers to entry in the narrow market segment in which it competes. A thin margin profile with EBITA margins of around 8% expected and expectations for cyclicality of demand from many of ThoughtWorks' customers are additional negative credit factors. Free cash flow could be hampered over the next 12 months by low utilization rates from new staff and working capital expansion; however, Moody's expects that the annual free cash flow run rate will be about $20 million by the end of 2018. Given the limited scale and scope, competitive pressures and anticipated revenue growth investments, expectations for strong financial metrics and liquidity and the large initial equity investment by Apax Partners ("Apax") in 2017 are important factors supporting the B2 CFR. All financial metrics cited reflect Moody's standard adjustments. Moody's considers ThoughtWorks' liquidity profile good. Free cash flow is expected to be around $20 million and at least $25 million of balance sheet cash is expected to be maintained. The upsizing of the revolver to $60 million provides additional financial flexibility which Moody's views as supportive to the company's credit profile. The revolver is expected to remain undrawn and fully available. The revolver is subject to a maximum financial leverage test that is tested only if at least $21 million is used. Moody's does not expect the covenant will be applicable, but anticipates ThoughtWorks' would be well in compliance with the covenant were it to be measured. There is no financial covenant applicable to the term loans. Expected free cash flow covers $2.4 million of annual required term loan amortization well. The B2 ratings on the term loans and revolver reflect both the B2-PD PDR and a loss given default assessment of LGD3. The rated debt is guaranteed by all U.S. subsidiaries and secured by a first priority perfected lien on all property and assets of the issuer and the guarantors, although the liens are limited to two-thirds of the capital stock of first tier foreign subsidiaries and the guarantees are subject to certain customary exceptions. The secured debt is positioned behind a small amount of priority trade claims and ahead of other unsecured claims. The stable rating outlook reflects Moody's expectations for 10% revenue growth and retained cash flow to debt around 20%. The ratings could be upgraded if 1) revenue scale and operating scope are increased substantially, 2) EBITA margins are expanded into at least a mid-teens percent range; and 3) financial policies are expected to remain balanced and support debt and leverage reduction. The ratings could be downgraded if 1) revenues fail to grow as fast as expected; 2) the loss of a major customer, decline in customer retention rates or other development indicates there is a weakening of ThoughtWorks' competitive position, 3) Moody's anticipates free cash flow to debt will be sustained below 5%, 4) Moody's anticipates debt to EBITDA will remain above 5 times, or 5) liquidity weakens. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2016. Moody's took the following rating actions: -- Corporate Family Rating, affirmed at B2 -- Probability of Default Rating, affirmed at B2-PD -- Senior Secured First Lien Revolver due 2022, affirmed at B2 (LGD3) -- Senior Secured First Lien Term Loan due 2024, affirmed at B2 (LGD3) -- New Senior Secured First Lien Term Loan due 2024, assigned at B2 (LGD3) -- Incremental Senior Secured First Lien Delayed Draw Term Loan due 2024, assigned at B2 (LGD3) -- Outlook is Stable ThoughtWorks, based in Chicago, Illinois and controlled by affiliates of private equity sponsor Apax, provides information technology services to enterprises worldwide focused on agile software development, consulting and related tools and information. Moody's expects 2018 revenue of over $550 million. TIERPOINT LLC: Bank Debt Trades at 2.67% Off -------------------------------------------- Participations in a syndicated loan under which TierPoint LLC is a borrower traded in the secondary market at 97.33 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.70 percentage points from the previous week. TierPoint LLC pays 725 basis points above LIBOR to borrow under the $220 million facility. The bank loan matures on May 5, 2025. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. TOYS "R" US: Receives $80M in DIP Financing to Boost Liquidity -------------------------------------------------------------- Toys"R"Us, Inc. on April 11, 2018, disclosed that it has received a commitment from its Taj Noteholders for $80 million in incremental debtor-in-possession ("DIP") financing to augment liquidity as well as support the working capital needs of the Company's operations in Asia and Central Europe. While the Company believes its Asian and Central European operations have sufficient liquidity to fund their current operations based on historical trends, this financing provides these operations greater flexibility to operate, grow their footprint and build inventory for the important 2018 holiday season. The Company's operations in Asia and Central Europe continue to provide their customers the high level of service and well stocked product offerings that they expect. The Taj Noteholders providing this financing remain supportive of these businesses and excited about their long-term growth prospects. As of period one ended March 3, 2018, the Company's Asia operations had approximately $230 million in liquidity comprised of cash and available lines of credit and Central Europe had approximately $28 million of cash. Dave Brandon, Chairman and Chief Executive Officer, said, "This additional financing further positions our Asian and Central European operations for continued success. We appreciate the ongoing financial support and look forward to continued positive relationships with our vendors." The Company has received interim approval of the incremental DIP financing from the United States Bankruptcy Court for the Eastern District of Virginia (the "Bankruptcy Court"). Final approval by the Bankruptcy Court is scheduled for April 27, 2018. Kirkland & Ellis LLP is serving as principal legal counsel to Toys"R"Us, Alvarez & Marsal is serving as restructuring advisor and Lazard is serving as financial advisor. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. TOYS R US: MGA Entertainment Puts Bid to Buy U.S., Canada Stores ---------------------------------------------------------------- Isaac Larian, CEO of MGA Entertainment, Inc. (MGAE), one of the world's leading privately held toy and entertainment companies and creator of family favorite brands including Little Tikes(R) and L.O.L. Surprise!(TM), put in a formal bid of $675 million to buy both the U.S stores as well as $215 million to buy the Toys"R"Us stores in Canada. The funds to purchase both the U.S. and Canadian stores will come from Larian's own coffers, additional investors and bank financing. Mr. Larian recently led the biggest crowdfunding effort to date, aiming to raise $1 billion via GoFundMe in an effort to rally the community around the cause. Bid amounts were determined after careful due diligence by Larian, speaking with multiple investors and 3rd party experts. "The time is now. Everyday that goes by, the value of Toys"R"Us declines and more people lose their jobs. I did my part and now it's up to the other side to accept this offer. If they do, the real work will begin. We will make Toys"R"Us an experience in and of itself; a fun and engaging place where families can spend an entire day. Imagine a mini-Disneyland in each neighborhood," shared Mr. Larian. The entrepreneur is putting forth his best effort to save the retailer, knowing the void it will leave if Toys"R"Us ceases to exist. "The liquidation of Toys"R"Us is going to have a long-term effect on the toy business. The industry will truly suffer. The prospect of bringing the Toys"R"Us experience to a new generation, my new grandson's generation, is enough to motivate me to Save Toys"R"Us." Toys"R"Us is an American icon with global relevance and Mr. Larian is devoted to saving the retail chain. For over 65 years, Toys"R"Us has played a vital role in the growth, education and creative development of millions of children, giving Mr. Larian his first break when he entered the business more than 30 years ago. MGA Entertainment's own Little Tikes brand, the maker of the famous Cozy Coup is made right here in the USA for the past 50 years. The consummate entrepreneur, Mr. Larian won the Ernst & Young Entrepreneur of the Year award in 2007. Toys"R"Us is embedded in our American culture, and as Larian puts it, "There is nothing quite like the joy and awe of a child walking through the aisles of a Toys"R"Us store. I want to preserve that innocent experience for future generations." Mr. Larian believes that everyone deserves to be a Toys"R"Us kid. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. TRANS-LUX CORP: Gabelli Funds Has 28% Stake as of March 30 ---------------------------------------------------------- Gabelli Funds, LLC, reported in a Schedule 13D/A filed with the Securities and Exchange Commission that as of March 30, 2018, it beneficially owns 689,940 shares of common stock of Trans-Lux Corporation, constituting 28 percent of the 2,464,371 shares outstanding. GAMCO Asset Management Inc. reported beneficial ownership of 27,555 Shares and Teton Advisors, Inc. reported beneficial ownership 29,260 Shares. The amendment to Schedule 13D was filed to reflect a decrease in the percent of the outstanding shares beneficially owned by the Reporting Persons which is due solely to an increase in the shares outstanding as reported by the Issuer in its Form 10-K for the fiscal year ended Dec. 31, 2017. Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the persons. Gabelli & Company Investment Advisers, Inc is deemed to have beneficial ownership of the Securities beneficially owned by G.research. Associated Capital Group, Inc., GAMCO Investors, Inc. and GGCP Holdings LLC are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Gabelli Foundation, Inc. A full-text copy of the regulatory filing is available for free at: https://is.gd/mcvgCU About Trans-Lux Headquartered in New York, Trans-Lux Corporation designs and makes digital display solutions, fixed digit scoreboards and LED lighting fixtures and lamps. Trans-Lux incurred a net loss of $2.84 million for the year ended Dec. 31, 2017, compared to a net loss of $611,000 for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Trans-Lux had $14.98 million in total assets, $18.89 million in total liabilities and a total stockholders' deficit of $3.91 million. The Company's independent registered public accountants' report for the year ended Dec. 31, 2017 includes an explanatory paragraph that expresses substantial doubt about the Company's ability to continue as a going concern. Marcum LLP, in Hartford, Connecticut, stated that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the Company is in default of the indenture agreements governing its outstanding 9 1/2% subordinated debentures which were due in 2012 and its 8 1/4% limited convertible senior subordinated notes which were due in 2012 so that the trustees or holders of 25% of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TRANSOCEAN LTD: Fitch Withdraws B+ Long-Term Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has withdrawn Transocean Ltd.'s (Transocean; NYSE: RIG) Long-term Issuer Default Ratings (IDR) at 'B+' and all affiliated ratings. KEY RATING DRIVERS Fitch is withdrawing the ratings as Transocean has chosen to stop participating in the rating process. Therefore, Fitch will no longer have sufficient information to maintain the ratings. Accordingly, the agency has withdrawn Transocean's ratings without affirmation and will no longer provide ratings or analytical coverage. RATING SENSITIVITIES Ratings sensitivities are no longer relevant given withdrawal. FULL LIST OF RATINGS PRIOR TO WITHDRAWAL Transocean Ltd. -- Long-Term IDR 'B+'. Transocean Inc. -- Long-Term IDR 'B+'; -- Senior unsecured guaranteed notes 'BB'/'RR2'; -- Senior unsecured notes/debentures 'B'/'RR5'; -- Senior unsecured bank facility 'B'/'RR5'; -- Senior unsecured convertible bond 'B'/'RR5'. Global Santa Fe Inc. -- Long-Term IDR 'B+'; -- Senior unsecured notes 'B'/'RR5'. Transocean Phoenix 2 Limited -- Long-Term IDR 'B+'; -- Senior secured notes 'BB-'/'RR3'. Transocean Proteus Limited -- Long-Term IDR 'B+'; -- Senior secured notes 'BB-'/'RR3'. The Rating Outlook is Negative. TRINITY INVESTMENT: Case Summary & 6 Unsecured Creditors -------------------------------------------------------- Debtor: Trinity Investment Group LLC P.O. Box 495 Bluffton, IN 46714 Business Description: Trinity Investment Group LLC is a privately held company in Bluffton, Indiana that operates under the restaurants and other eating places industry. Chapter 11 Petition Date: April 13, 2018 Case No.: 18-10627 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 E-mail: dskekloff@hallercolvin.com - and - Scot T. Skekloff, Esq. HALLER & COVIN, PC 444 E. Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 E-mail: sskekloff@hallercolvin.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James E. Miller II, 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/innb18-10627.pdf TRIPOLIS TAXI: Taps Alla Kachan as Legal Counsel ------------------------------------------------ Tripolis Taxi Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan P.C. as its legal counsel. The firm will represent the Debtor in negotiations with its creditors in formulating a plan of reorganization and will provide other legal services related to its Chapter 11 case. The firm charges an hourly fee of $325 for its attorneys and $175 for clerks and paraprofessionals. Tripolis President John Janetos paid the firm an initial retainer of $17,000 from his personal funds. Alla Kachan, Esq., a member of the firm, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alla Kachan, Esq. Law Offices of Alla Kachan P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Email: alla@kachanlaw.com About Tripolis Taxi Corp. Tripolis Taxi Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41344) on March 12, 2018. In the petition signed by John Janetos, president, the Debtor estimated assets and liabilities of less than $1 million. Judge Nancy Hershey Lord presides over the case. The Debtor hired the Law Offices of Alla Kachan, P.C., as its bankruptcy counsel; and Wisdom Professional Services Inc. as its accountant. UNISYS CORP: S&P Cuts CCR to B- on Higher Leverage, Outlook Stable ------------------------------------------------------------------ Unisys Corp., a provider of information technology services, reported 2.8% decline in revenue in 2017, led by a 5.9% decline in application services, and adjusted EBITDA margins declined to 9% due to ongoing restructuring spending. In spite of weak 2017 results, the company reported strong growth in its new business pipeline, and that restructuring efforts were largely complete. S&P Global Ratings is lowering its corporate credit rating on Blue Bell, Pa.–based information technology services provider Unisys Corp. to 'B-' from 'B'. The outlook is stable. S&P said, "We also lowered our issue-level ratings on the company's senior secured notes ($440 million outstanding) to 'B+' from 'BB-'. The recovery rating remains '1', indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. We also lowered our issue-level ratings on the company's senior unsecured convertible notes ($213.5 million outstanding) to 'CCC+' from 'B-'. The recovery rating of '5' remains unchanged and indicates our expectation for modest (10%-30%; rounded estimate: 25%) recovery in the event of payment default. "Our downgrade of Unisys is based on our expectation that the firm's need to make considerable annual contributions to its underfunded pension plans in coming years will render it unable to generate consistently positive free cash flow through at least 2020, in spite of improving profitability. Unisys has recently substantially completed a significant expense reduction plan and realignment of go-to-market strategies, and core profitability has improved, although large restructuring costs have obscured this in our adjusted credit metrics. We expect lower restructuring spend in 2018 will lead to improved margins and believe that the firm will be able to meet its required pension contributions, but believe that free cash flow will be volatile and frequently negative going forward. A strong cash balance of $734 million and lack of upcoming debt maturities provide the company with cushion should operating performance turn weaker than we expect, and provide critical support to our stable outlook at this point. "The stable outlook is based on our view that improving profitability will enable Unisys to meet minimum required pension contributions, and that a significant cash balance of $734 million will provide ample liquidity even if the firm endures worse-than-expected operating results over the coming years. "We would consider a downgrade if deterioration in Unisys's operating performance leads us to believe that the firm will not be able to make the minimum required contributions to its pension plans over the remaining life of those plans. Additionally, we would likely view the firm's liquidity as less than adequate if cash levels were to decline below $300 million and could downgrade the firm in such a scenario. "Although unlikely, we could consider a higher rating on Unisys over the next 12 months if the firm can achieve sustainable revenue growth and substantially higher free cash flow, while improving profitability and maintaining sufficient liquidity." WACHUSETT VENTURES: Taps Nixon Peabody as Legal Counsel ------------------------------------------------------- Wachusett Ventures, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Nixon Peabody LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; assist the Debtors in negotiations; prepare a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The attorneys who are likely to handle the cases have standard hourly rates ranging from $400 to $980. Paralegals charge between $250 and $340 per hour. Nixon Peabody received an initial advance retainer of $200,000 and additional retainers of $295,987. Richard Pedone, Esq., a partner at Nixon Peabody, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Nixon Peabody can be reached through: Richard C. Pedone, Esq. Nixon Peabody LLP 100 Summer Street Boston, MA 02110 Tel: (617) 345-1000 Fax: (617) 345-1300 Email: rpedone@nixonpeabody.com - and - Christopher M. Desiderio, Esq. Christopher J. Fong, Esq. Nixon Peabody LLP 55 West 46th Street New York, NY 10036 Tel: 212-940-3724 Fax: 855-900-8613 Email: cdesiderio@nixonpeabody.com Email: cfong@nixonpeabody.com About Wachusett Ventures LLC Founded in 2013, Wachusett Ventures, LLC operates five skilled nursing facilities in Connecticut and Massachusetts and employ approximately 600 people. For the fiscal year 2017, their gross revenue was approximately $54 million. Wachusett Ventures and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 18-11053) on March 26, 2018. In the petitions signed by Steven Vera, chief operating officer, Wachusett Ventures estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Frank J. Bailey presides over the case. The Debtors hired Donlin, Recano & Company, Inc., as their claims and noticing agent. WEINSTEIN COMPANY: Taps Epiq as Administrative Advisor ------------------------------------------------------ The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Bankruptcy Solutions, LLC as administrative advisor. The firm will provide bankruptcy administration services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing any distributions pursuant to the plan. The firm's hourly rates are: Clerical/Administrative Support $25 - $45 IT/Programming $65 - $85 Case Managers $70 - $165 Consultants/Directors/VPs $160 - $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executive No Charge Prior to the Petition Date, the Debtors provided Epiq a retainer of $25,000. Brian Karpuk, a director of Epiq, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Epiq can be reached through: Brian Karpuk Epiq Bankruptcy Solutions, LLC 824 N. Market Street, Suite 412 Wilmington, DE 19801 Tel: +1 913 621 9561 Email: bkarpuk@epiqglobal.com About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc. as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. WESTBROOKE HOMES: Taps Atty. Jennifer Bock as Special Counsel ------------------------------------------------------------- Westbrooke Homes Association, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire a special counsel. The Debtor proposes to hire Jennifer Bock, Esq., to provide legal services in connection with the collection of past dues owed to it by residents. Ms. Bock will charge $160 per hour for her services. In a court filing, Ms. Bock disclosed that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Westbrooke Homes Association Westbrooke Homes Association Inc. is headquartered at 6155 Westford Road, Dayton, Ohio. Its sole source of income are the dues of $200 per year from the 310 residents of the association. Westbrooke Homes Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-30530) on Feb. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $100,000. Judge Guy R. Humphrey presides over the case. The Debtor hired Miller, Luring, Venters & Wesner Co., LPA as its legal counsel, and Ladd & Carter Tax Services as its accountant. WESTMORELAND COAL: Moody's Lowers CFR to Caa3; Outlook Stable ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Westmoreland Coal Company, including its corporate family rating (CFR) to Caa3 from Caa1, probability of default rating (PDR) to Caa3-PD from Caa1-PD, and the ratings on the senior secured credit facility and senior secured notes to Ca from Caa3. The Speculative Grade Liquidity rating was also lowered to SGL-4 from SGL-3. The outlook is stable. Downgrades: Issuer: Westmoreland Coal Company -- Corporate Family Rating, Downgraded to Caa3 from Caa1 -- Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD -- Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3 -- Senior Secured Bank Credit Facility, Downgraded to Ca (LGD4) from Caa3 (LGD5) -- Senior Secured Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa3 (LGD5) Outlook Actions: Issuer: Westmoreland Coal Company -- Outlook, Remains Stable RATINGS RATIONALE The downgrade reflects the company's weak liquidity position, due to the near-term maturity of its term loan. On March 30, 2018, the company executed an amendment to its revolver agreement, waiving the requirement for an unqualified auditor's opinion and amending certain financial covenant calculations, which the company would have breached absent the amendment. The auditors' opinion issued in connection with the consolidated financial statements for the year ended December 31, 2017 included a going concern explanatory paragraph. The company also announced that it is in ongoing discussions with its creditors in connection with the Company's capital structure review, with the involvement of financial and legal advisors. Moody's downgraded CFR to Caa3 from Caa1 to reflect the higher probability of default, as well as anticipated moderate recovery in the event of a restructuring. The speculative grade liquidity rating was lowered to SGL-4 from SGL-3 to reflect Westmoreland's weak liquidity profile over the next 12 months. As of December 31, 2017, the company has roughly $103 million in cash and $28.7 million available under the $50 million revolver maturing in December 2018, after letter of credit commitments. However, the company currently does not have sufficient liquidity or access to additional capital sufficient to pay off $327 million WMLP Term Loan which matures on December 31, 2018. The ratings could be upgraded if the company's liquidity position were to improve. A further downgrade would be considered if the anticipated recovery to creditors were to deteriorate. The principal methodology used in these ratings was Mining Industry published in April 2018. Westmoreland Coal Company, headquartered in Englewood, Colorado, produces sub-bituminous coal and lignite for sale to electric power plants located near their mines. Westmoreland operates twelve surface coal mines selling over 50 million tons of coal per year, with half coming from Western United States, and another half from Canada. The company also operates an underground bituminous coal mine in Ohio (acquired in January of 2015), a char production facility and two coal-fired power generating units. The company is a 94% owner of WMLP (formerly Oxford Resource Partners LP), which is a stand-alone, publicly-traded master limited partnership (MLP) providing Westmoreland with a platform to implement a drop-down strategy of certain U.S. and Canadian coal assets into a MLP structure. The company generated $1.38 billion in revenues in 2017. WINDSTREAM CORP: Bank Debt Trades at 5.19% Off ---------------------------------------------- Participations in a syndicated loan under which Windstream Corp is a borrower traded in the secondary market at 94.81 cents-on-the-dollar during the week ended Friday, April 6, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.81 percentage points from the previous week. Windstream Corp pays 425 basis points above LIBOR to borrow under the $747 million facility. The bank loan matures on March 29, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 6. WIRECO WORLDGROUP: S&P Alters Outlook to Neg. & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Prairie Village, Kan.-based WireCo WorldGroup Inc. S&P also revised its outlook to negative from stable. S&P said, "At the same time, we also affirmed our 'B+' issue-level rating on the company's $460 million first-lien term loan due in 2023 and our 'B-' issue-level rating on its $135 million second-lien term loan due in 2024. Our recovery rating on the first-lien term loan remains '2', indicating our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. Our recovery rating on the second-lien term loan remains '5', indicating our expectation for modest (10%-30%; rounded estimate: 25%) recovery in the event of a payment default. "The outlook revision reflects our view that WireCo's credit metrics will remain weak through the first half of 2018, potentially improving in the second half of the year as prices catch up to higher input costs. Specifically, we expect adjusted debt-to-EBITDA between 6x and 7x and EBITDA interest coverage of about 1.75x over the next 12 months. Over the past year, WireCo has experienced margin compression from higher raw material prices, which are outstripping greater selling prices due to competitive pressures and customers' unwillingness to accept rapidly rising raw material costs in 2017. In addition, higher consolidation and reorganization expenses and labor costs associated with the company's decision to close its St. Joseph, Mo. facility and shift machinery to its Sedalia, Mo. facility increased more than we anticipated in the second half of 2017, leading to weaker credit measures than we previously expected. Although it may take longer than we expected, WireCo should be able to pass along price increases to its customers this year and put restructuring and transition costs behind it while still benefiting from favorable demand trends in its key end markets. "The negative outlook reflects our view that WireCo's credit metrics will remain weak through the first half of 2018, potentially improving in the second half of the year and into 2019. Specifically, we expect adjusted debt-to-EBITDA between 6x and 7x and EBITDA interest coverage of about 1.75x over the next 12 months. Although it may take longer than we expect, WireCo should be able to pass along price increases to its customers this year and limit any additional restructuring and transition costs while still benefitting from favorable demand trends in its key end markets. "We could lower our rating on WireCo over the next six to 12 months if operating results don't improve and adjusted debt-to-EBITDA remains above 8x and EBITDA interest coverage remains below 1.5x for more than a couple of quarters. We expect this to occur if WireCo is unable to pass through higher raw material costs to its customers, improvement in industry conditions reverses, or if headwinds from recent facility consolidations and reorganizations persist further into 2018. Although less likely, we could also take a negative rating action if the company's liquidity deteriorated to a level we considered less than adequate, i.e. limited cushion would be available for WireCo's sources to exceed its uses for the next 12 months. "We could revise our outlook back to stable if adjusted debt-to-EBITDA improved towards 6x on a sustained basis and EBITDA interest coverage approached 2x. This could occur if the company is able to achieve EBITDA margins of more than 14%--more in line with historical levels--presumably by increasing selling prices, lowering fixed costs, and strengthening its exposure to higher-margin products through product innovation." XCELERATED LLC: Pensa Buying All Assets for $85K ------------------------------------------------ Xcelerated, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a notice presenting the successful bid and the proposed sale of substantially all assets to Pamela Lang and Pensa, LLC for (1) an $85,000 cash payment from Pensa to be paid directly to Authenticom, Inc. and 621 Holdings, Inc. to reduce its claim; and (2) the assumption by Pensa of the Debtor's administrative expenses (including, but not limited to, professional fees, United States Trustee fees, employee wages, and trade payables), which are in the approximate amount of $100,000. On Dec. 7, 2017, the Debtor filed the Sale Motion and the Court held a hearing on the Sale Motion on Dec. 21, 2017. On Jan. 4, 2018, the issued the Sale Procedures Order, authorizing the submission of Qualified Bids and the conducting of an Auction for the sale of the Purchased Assets as set forth in the Sale Motion. The Debtor received two qualified bids, including a Qualified Bid by Authenticom and a Qualified Bid by Pensa. For purposes of full disclosure, Ms. Lang is the Debtor's President and Pensa, LLC, is the Debtor's single-member. On March 27, 2018, the Debtor conducted the Auction in accordance with the requirements of the Sale Procedures Order. At the conclusion of the Auction, Pensa was selected as the Successful Bidder by the agreement of the Debtor and Authenticom, who is the Debtor's sole secured creditor and one of its largest unsecured creditors. Pensa's Successful Bid consists of an offer to purchase the Purchased Assets, as defined in the Sale Motion and Sale Procedures Order; all accounts receivable of the Debtor existing as of the closing of the Sale; and any of the right, title, or interest of the Debtor in or to its cash bank accounts in exchange for: (1) an $85,000 cash payment from Pensa to be paid directly to Authenticom to reduce its claim; and (2) the assumption by Pensa of the Debtor's administrative expenses (including, but not limited to, professional fees, United States Trustee fees, employee wages, and trade payables), which are in the approximate amount of $100,000. Specifically, the Debtor asks approval to carry out the Sale to Pensa of the Pensa Purchased Assets, which comprise, among other things, the following: all tangible assets, inventory (including potentially obsolete and non-job specific inventory), supplies, specifications, equipment, work in progress, pending orders, the DataVast application and database, all intellectual property (including all trademarks, service marks, patents, copyrights, and trade secrets), software, telephone numbers, URLs, websites, domain names, the Contracts, all deposits under contracts, all formulas, business methodology, goodwill, client contact lists, client records and files, names of the Debtor used in the Debtor's business, including "Xcelerated" and "DataVast" and all derivations of such names used by the Debtor, all permits, licenses and prepaid expenses relating to the Purchased Assets, and all other assets or business "know how" used in the operation of the Business, wherever located, all goodwill associated with its business and the Purchased Assets, all accounts receivable of the Debtor existing as of the closing of the Sale, and any of the right, title, or interest of the Debtor in or to its cash bank. Although the Purchased Assets, as defined in the Sale Motion and Sale Procedures Order, did not include the Debtor's accounts receivable and cash, the Debtor and Authenticom have both determined that Pensa's Successful Bid for the Pensa Purchased Assets, including the Debtor's accounts receivable and cash, is the highest and best offer and is in the best interest of the bankruptcy estate. Except as otherwise provided in the Asset Purchase Agreement between the Debtor and Pensa or order approving the sale, all of the Debtor's rights, title and interest in all of the Purchased Assets will be sold free and clear of any liens, security interests, claims, charges or encumbrances. Additionally, the Debtor asks to assume and assign to Pensa the Assumed Executory Contracts. Except to the extent otherwise provided in Pensa's Asset Purchase Agreement, the Debtor and its estate will be relieved of all liability accruing or arising after the assumption and assignment of the Assumed Executory Contracts under section 365(k) of the Bankruptcy Code. The Debtor proposes that the Sale Hearing be held at the Court's next regularly scheduled motion day of April 19, 2018. Accordingly, it also asks to extend the deadline for Pensa, as Successful Bidder, to close the Sale from April 16, 2018 to April 20, 2018 in order to accommodate the Court's calendar. A hearing will be held on the Motion for Approval of Sale on April 19, 2018 at 9:00 a.m. (ET). The Creditor: AUTHENTICOM, INC. 300 Main Street, Suite 300 Lacrosse, WI 54601 About Xcelerated LLC Xcelerated, LLC -- http://www.xcelerated.com/-- is a provider of data hygiene and data enhancement services including Black Book, Blue Book, C.A.R.S. and AutoVINdication. Xcelerated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. In the petition signed by managing member Pam Lang, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The Hon. Gregory R. Schaaf presides over the case. Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel. ZITNER CANDY: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Zitner Candy Corp. 18-12482 3120 N. 17th Street Philadelphia, PA 19132 Zitner Station Development Group, L.P. 18-12484 3120 N. 17th Street Philadelphia, PA 19132 Business Description: Zitner Candy Corp. is a privately held company in Philadelphia, Pennsylvania engaged in the manufacturing of candies and other confectionery products. Its subsidiary Zitner Station listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: April 13, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtors' Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 Email: jcranston@ciardilaw.com Assets and Liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Zitner Candy Corp. $1 mil.-$10 million $1 mil.-$10 million Zitner Station Devt. $1 mil.-$10 million $1 mil.-$10 million The petitions were signed by Evan D. Prochniak, president. A copy of Zitner Candy Corp.'s list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/paeb18-12482_creditors.pdf Zitner Station stated it has no unsecured creditors. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/paeb18-12482.pdf http://bankrupt.com/misc/paeb18-12484.pdf [^] BOND PRICING: For the Week From April 9 to 13, 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 2.295 6/1/2020 Appvion Inc APPPAP 9.000 2.295 6/1/2020 Avaya Inc AVYA 10.500 4.219 3/1/2021 Avaya Inc AVYA 10.500 4.219 3/1/2021 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 59.000 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 18.000 6/15/2021 Bruce Mansfield Unit 1 2007 Pass Through Trust FE 6.850 27.375 6/1/2034 Carpenter Technology Corp CRS 6.990 99.113 4/20/2018 Cenveo Corp CVO 6.000 44.000 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 6.000 50.500 8/1/2019 Cenveo Corp CVO 8.500 10.500 9/15/2022 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 9.000 58.250 3/15/2019 Claire's Stores Inc CLE 7.750 11.717 6/1/2020 Claire's Stores Inc CLE 9.000 68.750 3/15/2019 Claire's Stores Inc CLE 7.750 11.717 6/1/2020 Community Choice Financial Inc CCFI 10.750 64.644 5/1/2019 Community Choice Financial Inc CCFI 12.750 65.500 5/1/2020 Community Choice Financial Inc CCFI 12.750 65.500 5/1/2020 Creditcorp CRECOR 12.000 93.154 7/15/2018 Creditcorp CRECOR 12.000 94.559 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 18.000 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 Dell Inc DELL 5.650 99.746 4/15/2018 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 45.750 4/15/2019 EXCO Resources Inc XCOO 8.500 14.500 4/15/2022 Egalet Corp EGLT 5.500 37.000 4/1/2020 Emergent Capital Inc EMGC 8.500 64.082 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 37.397 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.375 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.397 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 26.000 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 GenOn Energy Inc GENONE 9.500 80.500 10/15/2018 GenOn Energy Inc GENONE 9.500 80.485 10/15/2018 GenOn Energy Inc GENONE 9.500 79.000 10/15/2018 Gibson Brands Inc GIBSON 8.875 79.176 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.052 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.166 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 32.396 7/1/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 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 Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.000 10/31/2017 Lions Gate Entertainment Inc LGF 1.250 99.621 4/15/2018 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 4.144 10/1/2020 Murray Energy Corp MURREN 11.250 38.986 4/15/2021 Murray Energy Corp MURREN 9.500 33.500 12/5/2020 Murray Energy Corp MURREN 11.250 38.877 4/15/2021 Murray Energy Corp MURREN 9.500 33.098 12/5/2020 Nine West Holdings Inc JNY 8.250 8.750 3/15/2019 Nine West Holdings Inc JNY 6.875 8.828 3/15/2019 Nine West Holdings Inc JNY 8.250 8.500 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 5.172 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 53.222 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 53.222 8/15/2019 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 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 68.776 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 68.776 1/15/2019 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.000 26.504 10/1/2020 Rex Energy Corp REXX 8.875 23.111 12/1/2020 Rex Energy Corp REXX 6.250 29.837 8/1/2022 Rex Energy Corp REXX 8.000 26.346 10/1/2020 SAExploration Holdings Inc SAEX 10.000 53.510 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 73.856 10/15/2018 Sears Holdings Corp SHLD 8.000 33.876 12/15/2019 Sears Holdings Corp SHLD 6.625 72.762 10/15/2018 Sears Holdings Corp SHLD 6.625 72.762 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 12.632 11/15/2024 Sempra Texas Holdings Corp TXU 5.550 13.024 11/15/2014 Sempra Texas Holdings Corp TXU 6.550 12.668 11/15/2034 Shearer's Foods LLC / Chip Finance Corp SHEARE 9.000 101.692 11/1/2019 Shearer's Foods LLC / Chip Finance Corp SHEARE 9.000 101.518 11/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.375 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.375 7/1/2019 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 84.846 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 26.875 8/15/2021 United States Treasury Inflation Indexed Bonds - When Issued WITII 0.500 9.086 4/15/2023 Walter Energy Inc WLTG 9.500 0.741 10/15/2019 Walter Energy Inc WLTG 9.500 0.741 10/15/2019 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 Walter Energy Inc WLTG 9.500 0.741 10/15/2019 Walter Energy Inc WLTG 9.500 0.741 10/15/2019 Westmoreland Coal Co WLB 8.750 34.505 1/1/2022 Westmoreland Coal Co WLB 8.750 33.834 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 13.999 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.999 2/1/2021 rue21 inc RUE 9.000 0.218 10/15/2021 rue21 inc RUE 9.000 0.218 10/15/2021 ********* 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. 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