/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180430.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 30, 2018, Vol. 22, No. 119 Headlines 7215 N OAKLEY: MRR Wants to Prohibit Further Cash Collateral Use A. HIRSCH REALTY: Blue Hill Bid for Relief from Automatic Stay OK'd ABE'S BOAT: Case Summary & 20 Largest Unsecured Creditors ABENGOA KANSAS: Bankruptcy Court Approves Proposed Compromises ADVANCED VASCULAR: Trustee Hires Zebley Mehalov as Counsel ADVANTAGE SALES: Bank Debt Trades at 6.50% Off AFP HOLDING: Hires United Public as Appraiser AJUBEO LLC: Court Confirms Chapter 11 Liquidation Plan ALVIN LO OPTOMETRY: Hires Robert M. Yaspan as Counsel AMERICAN DREAM: Plan Funding to Come From Rental Income ARTERRA WINES: S&P Cuts 1st-Lien Debt Rating to B Amid Debt Add-on ASCENA RETAIL: Bank Debt Trades at 12.12% Off AUTO MASTER EXPRESS: Seeks Authority to Use Cash Collateral AYTU BIOSCIENCE: Issues Letter Providing Natesto Update B&P DEVELOPMENT: Case Summary & 5 Unsecured Creditors BAY CITY RECYCLING: PNC Asks Court to Deny OK of Plan, Disclosures BERTUCCI'S HOLDINGS: U.S. Trustee Forms 3-Member Committee BEVERAGES & MORE: S&P Alters Outlook to Negative & Affirms 'B-' CCR BLACKBOARD INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR BREDA: Taps Spinglass Management as Financial Advisor BROADSTRIPE LLC: Dismissal from D. Sluys Negligence Suit Affirmed BW NHHC: S&P Assigns B-' Corporate Credit Rating, Outlook Positive C & D FRUIT: Committee Hires Shutts & Bowen as Counsel CACI INTERNATIONAL: S&P Rates New Secured Credit Facility 'BB+' CASCADE FAMILY: Case Summary & 12 Unsecured Creditors CEC ENTERTAINMENT: Bank Debt Trades at 9.70% Off CHARLES FUQUA: Thomans Buying Mattoon Residence for $73K CHESTNUT FIRM: Seeks Authority to Use BFG Cash Collateral CJ MICHEL INDUSTRIAL: Cash Collateral Use Through April 30 Okayed CK ASSISTED: Capital Fund Wants to Restrict Cash Collateral Use CLAIRE'S STORES: Committee Hires Bayard as Co-Counsel CLAIRE'S STORES: Committee Hires Cooley LLP as Lead Counsel CLAIRE'S STORES: Hires Deloitte Tax as Tax Service Provider COALINGA REGIONAL: S&P Lowers 2008A COPs Rating to CCC COASTAL MENTAL: Taps Joel M. Aresty as Legal Counsel COLIMA BBQ: Trustee Taps Levene Neale as Legal Counsel COMMERCEHUB INC: S&P Assigned 'B-' CCR, Outlook Stable COMMUNICATIONS SALES: Bank Debt Trades at 3.19% Off CS MINING: Court Confirms Chapter 11 Liquidation Plan CSM BAKERY: Bank Debt Trades at 2.82% Off D-M-B CORPORATION: Seeks Authorization to Use Cash Collateral DEXTERA SURGICAL: Changes Name to "Dex Liquidating Co." DIGICERT PARENT: S&P Cuts Corp. Credit Rating to B-, Outlook Stable DLS CHICKEN: Taps Denis L. Abramowitz as Accountant DLS CHICKEN: Taps Morrison Tenenbaum as Legal Counsel DPW HOLDINGS: Philou Ventures Buys 25,000 Preferred Shares DPW HOLDINGS: Philou Ventures Has 14.46% Stake as of April 16 DUBLIN MANAGEMENT: Seeks Authorization to Use Cash Collateral EARTH PRIDE: Files Proposed 17th Interim Cash Collateral Order ELAN MEDICAL: Unsecureds to Get $7,500 Per Quarter for 3 Years ENUMERAL BIOMEDICAL: Wants to Continue Using Cash Until May 31 ETERON INC: Seeks Authorization to Use Cash Collateral EXPERIMENTAL MACHINE: Court Approves Disclosure Statement FIRST FRUITS: Case Summary & 20 Largest Unsecured Creditors FLORENCE HOSPITAL: Involuntary Chapter 11 Case Summary FORASTERO INC: Taps Richard R. Robles as Legal Counsel FRANKLIN ACQUISITIONS: Trustee Taps AREA Properties as Broker FREMONT-RIDEOUT HEALTH: Moody's Withdraws B1 Rating on 2011 Bonds FRONT STREET VENTURES: Unsecureds to Get 1% Over 5 Years FTTE LLC: U.S. Trustee Unable to Appoint Committee FUTURE DIE: Case Summary & 20 Largest Unsecured Creditors GABRIEL RUBERO: Taps Atty. Carlos Calderon as Bankruptcy Counsel GETCHELL AGENCY: Trustee Hires Thompson Bowie as Special Counsel GETHSEMANE MINISTRIES: Taps Calaiaro Valencik as Legal Counsel GILBERT HOSPITAL: Involuntary Chapter 11 Case Summary GLASGOW EQUIPMENT: Hires Timothy H. Kenney as Special Counsel GLATFELTER (P.H.) CO: S&P Affirms 'BB+' CCR, Outlook Stable GNC HOLDINGS: Adjourns Special Meeting of Stockholders Until May 9 GULF COAST MEDICAL: Hires Dal Lago Law as Counsel GULF FINANCE: Bank Debt Trades at 8.25% Off HAGGEN HOLDINGS: Bifferato Named Mediator in Select-A-Vision Case HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Cyma Orchids Case HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Peet's Case HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Real Soda Case HAGGEN HOLDINGS: Ian Bifferato Named Mediator in SEMP Case HANISH LLC: Unsecureds to Get 36% Under Liquidating Plan HOVNANIAN ENTERPRISES: Amends Terms of Private Exchange Offer HUSA INC: Taps Dill Dill as Special Counsel INFILTRATOR WATER: S&P Alters Outlook to Pos. & Affirms 'B' CCR INFINITE SERVICES: Final Cash Collateral Order Entered INPIXON: Will Raise $9.2 Million Through Securities Offering INTREPID POTASH: Posts Net Income of $1.75 Million in 1st Quarter JOHNNY CHIMPO: Hires Blanchard Law as Attorney JULIA L. MORGUNOVA: Proposes $840K Sale of Brooklyn Property JUMIO INC: Bloso Claims vs Saveri, et al., Derivative, Ct. Rules KAHLON ENTERPRISES: Voluntary Chapter 11 Case Summary KEAST ENTERPRISES: Taps Bradshaw Fowler as Legal Counsel KEAST ENTERPRISES: Taps Northwest Financial as Financial Advisor KEYSTONE PODIATRIC: Hires Drake Hileman as Special Counsel KEYW CORP: Moody's Assigns B2 CFR & Rates Planned 1st Lien Loan B1 KRUGER PRODUCTS: DBRS Gives Prov. BB(low) Rating on Unsec. Notes LABORATORIO CLINICO: Unsecured Creditors to Recoup 1% Under Plan LACOS INC: U.S. Trustee Unable to Appoint Committee LIGHTSQUARED INC: Bank Debt Trades at 15.75% Off MAIN STREET AUTO: Taps Vladimir von Timroth as Legal Counsel MATRIX BROADCASTING: Taps Bryan Cave as Legal Counsel MATRIX BROADCASTING: Taps Lerman Senter as Special Counsel MISSIONARY ASSEMBLY: June 5 Final Cash Collateral Hearing MONEYONMOBILE INC: Amends Subscription Rights Offering MONEYONMOBILE INC: Effects Reverse Common Stock Split MOTORS LIQUIDATION: Can Enforce Sale Order Against P. Bombard MPM SHERMAN: S&P Alters Outlook to Stable After Charter Renewals MURRAY ENERGY: Bank Debt Trades at 14.60% Off NATURE'S BOUNTY: Bank Debt Trades at 7.90% Off NATURE'S SECOND CHANCE: U.S. Trustee Forms 2-Member Committee NEIMAN MARCUS: Bank Debt Trades at 13.15% Off NIKING PROPERTIES: Voluntary Chapter 11 Case Summary NN INC: Moody's Lowers CFR to B3; Outlook Stable ONEBADA BBQ INC: Trustee Taps Levene Neale as Legal Counsel ONEIDA GROUP: S&P Cuts CCR to CCC on Weak Liquidity, Outlook Neg. OPTOMETRX OPTOMETRY: Hires Robert Yaspan as Bankruptcy Counsel PAINTSVILLE INVESTORS: Seeks Authority to Use Cash Collateral PETTERS CO: RSCI Bid to Intervene in Receiver Suit vs JPMC Junked PFS HOLDING: Moody's Cuts CFR to Ca on Unviable Capital Structure PFS HOLDING: Moody's Cuts CFR to Ca on Unviable Capital Structure PHILADELPHIA HAITIAN: Seeks Authorization to Use Cash Collateral PHILADELPHIA HEALTH SYSTEM: Independence Blue Leaves Committee PLASTIC2OIL INC: Chief Financial Officer Quits QUALITY CARE: S&P Alters CreditWatch Placement to Positive QUANTUM SURGICAL: U.S. Trustee Unable to Appoint Committee RENAISSANCE PUBLIC: S&P Alters 2012A/B School Bonds Outlook to Neg. RENATO'S GRILL: Seeks Authority to Use US Foods Cash Collateral RENNOVA HEALTH: Reports 2017 Financial Results RENNOVA HEALTH: Widens Net Loss to $108.5 Million in 2017 RESIDENTIAL PHYSICIANS: Taps Gold Lange as Legal Counsel RESOLUTE ENERGY: Commences $75 Million Notes Exchange Offer RH BBQ INC: Trustee Taps Levene Neale as Legal Counsel RPA MANAGEMENT: Taps Gold Lange as Legal Counsel RUBY RED: Unsecured Creditors to Recoup 0.5% Under Plan SAMARITAN COMMUNITY: Unsecured Creditors to Recoup 20% Under Plan SEADRILL LTD: Bank Debt Trades at 13.75% Off SEMLER SCIENTIFIC: Green Park Has 3.7% Stake as of March 5 SILGAN HOLDINGS: S&P Alters Outlook to Stable & Affirms 'BB+' CCR SIVYER STEEL: Committee Taps Michael Best as Legal Counsel SIVYER STEEL: Committee Taps Whitfield & Eddy as Iowa Counsel SKILLSOFT CORP: Bank Debt Trades at 13.17% Off SKIP ONE SEAFOOD: U.S. Trustee Unable to Appoint Committee SOLYMAN YASHOUAFAR: Trustee Can Recover 50% of JCBL Trust Assets SOUTHWESTERN ENERGY: S&P Raises CCR to 'BB', Outlook Stable SOUTHWIRE CO: S&P Alters Outlook to Stable & Affirms 'BB' CCR SPECTRUM HEALTHCARE: Can Cease Operating Derby Nursing Facility SPECTRUM HEALTHCARE: Can Pay Retention Bonuses to Derby Staff SPRING TREE LENDING: Hires George M. Geeslin as Counsel STORE IT REIT: Case Summary & 3 Unsecured Creditors STRUSS FARMS: Case Summary & 14 Unsecured Creditors TALEN ENERGY: $500MM Bank Debt Trades at 2.25% Off TALEN ENERGY: $600MM Bank Debt Trades at 2.46% Off TAPSTONE ENERGY: S&P Affirms 'B-' CCR & Alters Outlook to Stable TAYLOR-WHARTON: Worthington Administrative Expense Claim Disallowed TEMPO DULU: Hires Bernstein Shur as Counsel TEMPUS AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors TIERPOINT LLC: Bank Debt Due 2024 Trades at 3.50% Off TIERPOINT LLC: Bank Debt Due 2025 Trades at 3.67% Off TOYS R US: Hires Consensus Advisory as Investment Banker UBS-BARCLAYS 2012-C3: Moody's Affirms B2 Rating on Class F Debt UNITED CHARTER: W. Bier to Get 100% at 4.5% Per Annum Under Plan UNITI GROUP: S&P Cuts Corp. Credit Rating to 'B-', Outlook Negative USI SERVICES: Hires Baldassare & Mara as Special Counsel USI SERVICES: Hires Porzio Bromberg as Special Counsel UTEX INDUSTRIES: S&P Alters Outlook to Stable & Affirms 'CCC+' CCR VERNON ASCOT: Hires Abbasi Law as Insolvency Counsel VISTRA ENERGY: Moody's Affirms Ba2 CFR & Alters Outlook to Pos. WALKING COMPANY: Committee Hires Kelley Drye as Lead Counsel WALKING COMPANY: Committee Hires Klehr Harrison as Counsel WEATHERFORD INTERNATIONAL: Reports First Quarter 2018 Results WEST SPEEDWAY: Amends Plan to Increase Amount of Claims WESTERN HIPERBARIC: Unsecureds to Get 5.15% Over 12 Payments WICKER EMPORIUM: Pursues Restructuring Under CCAA WILLIAMS FINANCIAL: Court Denies Approval of Disclosure Statement WINDSTREAM CORP: Bank Debt Trades at 10.98% Off WINDSTREAM HOLDINGS: S&P Cuts CCR to 'B-', Outlook Negative WOODBRIDGE GROUP: Ben-Cohen Buying Los Angeles Property for $2.65M WOODBRIDGE GROUP: Clough Buying Carbondale Property for $800K WOODBRIDGE GROUP: DSTN Buying Carbondale Property for $165K WOODBRIDGE GROUP: Limachers Buying Carbondale Property for $285K WOODBRIDGE GROUP: McPherron Buying Carbondale Property for $799K WOODBRIDGE GROUP: Proposes $200K Sale of Carbondale Property WOODBRIDGE GROUP: Tavangarian Buying Los Angeles Property for $8.5M WOODBRIDGE GROUP: Woodruffs Buying Snowmass Property for $9.6M WV-BROCKTON SNF: May Use Cash Collateral on Interim Basis XPERTES LLC: Taps Flangas Dalacas as Special Counsel XPERTES LLC: Taps Larson Zirzow as Legal Counsel YELLOW CAB COOP: Recovery of Unsecured Creditors Unknown Under Plan [*] S&P Affirms Issuer Credit Ratings on Three Puerto Rican Banks [^] BOND PRICING: For the Week from April 23 to 27, 2018 ********* 7215 N OAKLEY: MRR Wants to Prohibit Further Cash Collateral Use ---------------------------------------------------------------- MRR 7215 Oakley LLC requests the U.S. Bankruptcy Court for the Northern District of Illinois to (a) permanently enjoin 7215 N Oakley, LLC from using the cash collateral, (b) require it to segregate and account to MRR for cash collateral in its possession, custody or control and, (c) further require that Debtor provide MRR with adequate protection to the extent of any continued use that the Court may grant on an interim basis. Debtor executed and delivered to MRR's predecessor in interest, Northside Community Bank, a Promissory Note in the original principal amount of $1,300,000, secured by that certain mortgage and Assignment of Rents on the property commonly known as 7201-7217 N. Oakley, Chicago, Illinois 60645. Northside has further extended various financial accommodations in favor of the Debtor. Northside assigned all of its rights and interest in the Loan Documents to MRR. As of the Petition Date, the estimate outstanding amount owed to MRR is $2,538,102. As a result of the Debtor's default under the Note, Northside filed a complaint to foreclose the Mortgage in the Circuit Court of Cook County as Case No. 14 CH 12130. Initially, Charles W. Siragusa was appointed as receiver over the Property in the Foreclosure Case. On March 1, 2017, the Court in the Foreclosure Case appointed Michael Zucker of Peak Properties as the supplemental and primary court-appointed Receiver. Since that date, the Property was in the possession of the Receiver and rents from the tenants at the Property were being collected by the Receiver. MRR asserts that the rents being paid by the tenants at the Property constitute cash collateral under the Bankruptcy Code. However, since the filing of the Debtor's petition, the Debtor has failed to make post-petition payments under the Bankruptcy Code. In addition, the Debtor has not filed a motion to use cash collateral and MRR has not consented to such use. Because the amount owed to MRR exceeds the value of the Property -- the Property is valued at $2,500,000 while the amount owed to MRR is $2,538,102 -- MRR lacks adequate protection. Accordingly, MRR requests that the Debtor be prohibited from using the cash collateral of MRR, segregate and account to MRR for cash collateral in its possession, custody or control and, further requiring that Debtor provide MRR with adequate protection to the extent of any continued use that the Court may grant. Counsel for MRR 7215 Oakley LLC: Holly L. Carto, Esq. Tejal S. Desai, Esq. Latimer LeVay Fyock LLC 55 West Monroe Street, Suite 1100 Chicago, Illinois 60603 Tel: (312) 422-8000 Fax: (312) 422-8001 About 7215 N Oakley 7215 N Oakley LLC is an Illinois limited liability corporation with its principal offices located at 30 Coventry Road, Northfield, Illinois 60093. The Debtor listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 7215 N Oakley, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-07309) on March 14, 2018. In the petition signed by Nick Stein, manager, the Debtor estimated assets and liabilities of at least $10 million. The case is assigned to Judge Deborah L. Thorne. Robert W Glantz, Esq., at Shaw Fishman Glantz & Towbin LLC, is the Debtor's counsel. A. HIRSCH REALTY: Blue Hill Bid for Relief from Automatic Stay OK'd ------------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts granted MSCI 2007-IQ16 Blue Hill Avenue, LLC's alternative request for relief from the automatic stay. Debtor A. Hirsch Realty, LLC, through its Expedited Motion for Use of Cash Collateral, and Blue Hill, in its Opposition to the Cash Collateral Motion, as well as in its Motion to Dismiss or for Relief from Stay, raise the issue of the enforceability of certain prepetition bankruptcy waivers, including a waiver of the protection of the automatic stay, a waiver of the right to oppose dismissal of the case, and a waiver of the use of cash collateral, which were contained in a modification agreement that was approved, in form, prior to its execution, by the bankruptcy court in the Debtor’s prior Chapter 11 case in conjunction with confirmation of the Debtor's First Amended Plan of Reorganization. The Debtor, on the one hand, takes the position that the provisions are unenforceable because they amount to a complete waiver of bankruptcy protection in violation of public policy. Blue Hill, on the other hand, maintains they are enforceable, thus warranting dismissal of the Debtor's case, or, alternatively, entry of an order granting it relief from the automatic stay. Courts considering waivers of bankruptcy protections most often do so in the context of waivers of the protection of the automatic stay. Because Blue Hill seeks relief from the automatic stay as an alternative to dismissal, the Court only consider its request to enforce the waiver of the automatic stay at this time. Nevertheless, the Court observes that it would appear that the Debtor did not modify its organizational documents to incorporate the concept of an independent manager as Sherman executed the bankruptcy petition on behalf of the Debtor, thus lending credence to Blue Hill's dismissal arguments. The Debtor, who was represented by an experienced bankruptcy attorney in its prior Chapter 11 case, negotiated the Modification Agreement over several months, agreed to incorporate the terms of the Modification Agreement into its plan of reorganization, and the bankruptcy judge entered an order confirming its plan and approving the Modification Agreement in form. As a result, it was able to emerge from Chapter 11 in control of the Property. Although the Debtor asserts that it lacked bargaining power and the Modification Agreement was tantamount to a reaffirmation agreement, there is no evidence that the Modification Agreement was anything but a negotiated, arms' length settlement between two sophisticated parties. The Debtor argues that Blue Hill is adequately protected, that there is equity in the Property, and that it has a likelihood of a successful reorganization because it is pursuing a dual tract of a sale or refinancing to pay all its creditors, including Blue Hill, in full. Blue Hill disagrees. This Court concludes that Blue Hill has established that it has a colorable claim to relief and that it is entitled to relief from the automatic stay. The Debtor's arguments that the waivers approved in its first Chapter 11 bankruptcy case are not binding and that changes in circumstances, such as appreciation in value of the Property, warrant relief from the Court's Confirmation Order in the prior case, ignore the res judicata effect of the order of confirmation in the First Bankruptcy and the statutory directive of 11 U.S.C. section 1141(a). The provisions of the confirmed plan and the final order confirming it in the First Bankruptcy are binding on the Debtor, who is barred from now attempting to claim that the provisions of the final order confirming the plan entered by Judge Hillman are not valid. Accordingly, the Court rejects the Debtor's contention that changes in its circumstances, including appreciation in the value of the Property, warrant relief from the prior Confirmation Order which incorporated the Modification Agreement. A bankruptcy court's order confirming a reorganization plan is a final judgment, which binds the debtor, any creditor, and equity security holder to the terms and effect of a confirmed plan. The Debtor's request that the Court disregard Judge Hilman's Confirmation Order and the provisions of the consensual plan of reorganization that incorporated the Modification Agreement is contrary to the binding effect of the final Confirmation Order. The Debtor presented the First Amended Plan and the Modification Agreement, and it proposed the Confirmation Order to the bankruptcy court; it now is barred from taking the position in this case that the Modification Agreement and Confirmation Order are unenforceable. The Debtor's request that the Court exercise its discretion to not enforce the waivers in the prior case, and find that on balance the harm to the Debtor outweighs the harm to the mortgagee, ignores the binding effect of the Confirmation Order in the First Case, and is an improper collateral attack on the Confirmation Order. Based on the foregoing, the Court grants Blue Hill's alternative request for relief from the automatic stay. A full-text copy of the Court's Memorandum dated April 13, 2018 is available at: http://bankrupt.com/misc/mab18-10043-70.pdf About A. Hirsch Realty A. Hirsch Realty, LLC, is a real estate company in Mattapan, Massachusetts. The company first filed for bankruptcy protection (Bankr. D. Mass. Case No. 12-12092) on March 14, 2012. A. Hirsch Realty, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-10043) on Jan. 5, 2018. In the petition signed by Andrew H. Sherman, manager, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Joan N. Feeney presides over the case. Nicholson Herrick LLP is the Debtor's legal counsel. The Debtor employs Eric Reenstierna, principal of Eric Reenstierna Associates, LLC, as real estate appraiser of the property located at 1613-1615 Blue Hill Ave., Mattapan, MA; and James Lowenstern of Castles Unlimited Inc. d/b/a Castles Commercial as real estate broker in the sale of said property. ABE'S BOAT: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Abe's Boat Rentals, Inc. 9087 Highway 23 Belle Chasse, LA 70037-2137 Business Description: Abe's Boat Rentals, Inc. is a privately owned vessel operator located in Belle Chasse, Louisiana with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Visit https://www.abesboatrental.com for more information. Chapter 11 Petition Date: April 27, 2018 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Case No.: 18-11102 Debtor's Counsel: Marc Hoerner, Jr., Esq. THE LOTT FIRM 3422 Rosefinch Trail Austin, TX 78746 Tel: 512-809-6951 E-mail: marcthelottfirm@gmail.com thelottfirm@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Hank Ton, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/laeb18-11102.pdf ABENGOA KANSAS: Bankruptcy Court Approves Proposed Compromises -------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas entered a combined order approving Debtor Abengoa Bionergy Biomass of Kansas, LLC's proposed comprises. Drivetrain, the liquidating trustee under confirmed chapter 11 plans involving affiliate debtors of ABBK, filed objections to the compromises. The Court holds that Drivetrain's objections to thee compromises have two flaws. First, it lacks a pecuniary interest in the outcome of the motion because it is "out of the money" under ABBK's confirmed plan. Denied a distribution under ABBK's confirmed chapter 11 plan of liquidation and lacking a beneficial interest in the ABBK Liquidating Trust, Drivetrain has no pecuniary interest and lacks standing to object. Second, even if Drivetrain has standing, the proposed compromises are reasonable and supported by the facts and law. The compromised claims involve unpaid accrued retention bonus compensation payable under employment agreements between the debtor and two key employees. Each employee claimed not only unpaid retention bonuses for the periods they were employed, but also for their accelerated salaries for periods remaining after ABBK breached their 2016 employment agreement and they were let go. ABBK and the Unsecured Creditors Committee negotiated a settlement of each employee’s claim of roughly 50 cents on the dollar. The debtor and the Committee agreed that the employees should receive the retention bonuses they earned, but that their salaries for 2017-2018 should be capped as 11 U.S.C. section 502(b)(7) provides. They also agreed that both employees should receive priority wage treatment for their claims up to the statutory maximum in 11 U.S.C. section 507(a)(4), exchanging that for eliminating the employees’ possible administrative claim and priority for their post-petition compensation. The proposed agreements reduce cumulative claims of about $575,000 to half that amount. These agreements are well within a reasonable range of what the employees might recover during further claims litigation. While the claims are not complex, the possibility of disputes over the interpretation of the employment contracts and application of the laws that govern them will entail further legal expense to the estate and delay to these creditors. There is sufficient money in the estate to pay the claims as allowed under the compromise or if they were allowed as filed. The settlements are strongly recommended by the Committee which is the official representative of the unsecured creditors as a body, to whose views the court should ordinarily defer. Having independently appraised the range of outcomes that might occur in litigating these claims, the Court finds that the compromises are fair and equitable and are approved. A full-text copy of the Court's Order dated April 10, 2018 is available at: http://bankrupt.com/misc/ksb16-10446-1427.pdf About Abengoa Bioenergy Biomass of Kansas Three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23, 2016, an involuntary petition to place the Company in bankruptcy under Chapter 7 of the Bankruptcy Code. The case was converted to a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding Abengoa Kansas and its known creditors do not warrant transferring the case. Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US) as counsel. Petitioning creditor Brahma Group, Inc. is represented by Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Horn Aylward & Bandy LLC. The official committee of unsecured creditors is represented in the Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb & Oman. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of liquidation. On July 19, 2017, Drivetrain LLC filed a disclosure statement explaining its proposed plan of liquidation for the Debtor. Drivetrain is the liquidating trustee appointed pursuant to the plans of liquidation approved in the Chapter 11 cases of the Debtor's affiliates in St. Louis, Missouri. ADVANCED VASCULAR: Trustee Hires Zebley Mehalov as Counsel ---------------------------------------------------------- Charles O. Zebley, Jr., the Ch. 11 Trustee of Advanced Vascular Resources of Johnstown, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Zebley Mehalov & White, P.C., as counsel to the Trustee. The Trustee requires Zebley Mehalov to: a. help the Trustee gather the assets of the Estate; b. advise the Trustee in any and all legal matters affecting the Estate; c. aid the Trustee in selling assets of the Estate and making proper distribution thereof; and d. pursue any causes of action on behalf of the Debtor or which may be filed against the Debtor. Zebley Mehalov will be paid at these hourly rates: Partners $250 to $350 Associates $150 Legal Assistants $50 to $100 Zebley Mehalov will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles O. Zebley, Jr., a partner at Zebley Mehalov, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zebley Mehalov can be reached at: Charles O. Zebley, Jr., Esq. ZEBLEY MEHALOV & WHITE, P.C. 18 Mill Street Square Uniontown, PA 15401 Telephone: (724) 439-9200 E-mail: COZ@Zeblaw.com About Advanced Vascular Resources Advanced Vascular Resources of Johnstown, LLC, operates an outpatient vascular-services center in Johnstown, Pennsylvania. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-70825) on Nov. 21, 2017. In the petition signed by Mubashar A. Choudry, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jeffery A. Deller presides over the case. Robert O Lampl Law Office is the Debtor's legal counsel. Charles O. Zebley, Jr., the Ch. 11 Trustee of Advanced Vascular Resources of Johnstown, LLC, hies Zebley Mehalov & White, P.C., as counsel. ADVANTAGE SALES: Bank Debt Trades at 6.50% Off ---------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 93.50 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.69 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 13. AFP HOLDING: Hires United Public as Appraiser --------------------------------------------- AFP Holding, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ United Public Adjusters and Appraisers Inc., as appraiser to the Debtor. AFP Holding requires United Public to assist the Debtor in the preparation, presentation, adjustment and negotiation of its claim for water damate. United Public will be paid 6% of the amount of the loss including salvage when adjusted or recovered from the insurance company. Philip Maltaghati, president of United Public Adjusters and Appraisers Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. United Public can be reached at: Philip Maltaghati UNITED PUBLIC ADJUSTERS AND APPRAISERS INC. 134-02 Cross Bay Blvd. Ozone Park, NY 11417 Tel: (718) 641-5677 About AFP Holding On May 23, 2017, an involuntary petition under Chapter 7 of Title 11 of the United States Code was filed against the Debtor by SummitBridge National Investments III LLC and the New York Business Development Corp. The Debtor filed a motion to dismiss the involuntary Chapter 7 case and, after an evidentiary hearing, the Court denied the Debtor's motion to dismiss the Petition. A motion was made to convert the Chapter 7 case to a Chapter 11 case and an Order was duly entered by this Court on consent of SummitBridge National and New York Business allowing the case to proceed under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-42642). The Debtor hired Neal M. Rosenbloom, Esq., at Goldberg Weprin Finkel Goldstein LLP, as counsel. AJUBEO LLC: Court Confirms Chapter 11 Liquidation Plan ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado on April 13, 2018, confirmed the amended Chapter 11 plan of liquidation filed by Ajubeo LLC. The disclosure statement explaining the Plan was approved in February. As previously reported by The Troubled Company Reporter, the Debtor has liquidated substantially all of its assets through the Sale and no longer maintains operations. The Debtor holds approximately $600,000 in cash in its Debtor-in-Possession operating account, which is subject to the lien of Integrity Capital Income Fund, Inc. The Debtor's primary shareholder will contribute funds to the estate to assist with the payments and obligations contemplated under the Plan. Priority non-tax claims (i.e., outstanding priority employee claims) will be paid on the Effective Date. An administrative expense claim bar date will be set and allowed administrative expense claims will be paid. Remaining funds in the Debtor's DIP operating account will be distributed to Integrity. The Plan also calls for the appointment of a Plan Administrator to, among other things, evaluate the Causes of Action and, if appropriate, pursue them for the benefit of unsecured creditors. Allowed professional fees, the fees and expenses of the Plan Administrator and its professionals, and the cost of pursuing Causes of Action will be paid with funds that remain in the Debtor's Professional Fee Reserve. Each holder of an Allowed Priority Non-Tax Claim in Class 1 will receive, in full satisfaction of such Claim, Cash on the Effective Date equal to the Allowed amount of such Claim. Estimated distribution for this class is 100%. A full-text copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/cob17-17924-204.pdf A full-text copy of the Amended Liquidation Plan is available at: http://bankrupt.com/misc/cob17-17924-205.pdf About Ajubeo, LLC Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held provider of internet infrastructure software and equipment. Founded in 2011 and headquartered in Greater Denver Area in Boulder, Colorado, Ajubeo serves clients all over the world with datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf Germany. Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Col. Case No. 17-17924) on Aug. 25, 2017. In the petition signed by Jeff Kuo, chairman of the Board of Managers, the Debtor estimated $1 million to $10 million in assets and liabilities. Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP, serves as counsel to the Debtor. ALVIN LO OPTOMETRY: Hires Robert M. Yaspan as Counsel ----------------------------------------------------- Alvin Lo Optometry, Inc., d/b/a Optometrx Optometry, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Firm of Robert M. Yaspan, as general bankruptcy counsel to the Debtor. Alvin Lo Optometry requires Robert M. Yaspan to: a. negotiate with the creditors of the Debtor; b. assist the Debtor with the negotiation, confirmation, and implementation of the Debtor's Plan of Reorganization under Chapter 11; c. prepare Schedule of Current Income and Current Expenses, Statement of Financial Affairs, Statement of All Liabilities of the Debtor, and Statement of All Property of the Debtor; d. prepare of pleadings, attendance at the Bankruptcy Court hearings and work with the various parties interested in the bankruptcy case; e. give the Debtor legal advice with respect to their powers and duties as a debtor-in-possession in the continued operation of the management of his property; f. prepare on behalf of the Debtor and debtor-in-possession necessary applications, answers, orders, reports, and other legal papers; and g. perform all other legal services for the Debtor, which may be necessary herein. Robert M. Yaspan will be paid at these hourly rates: Attorneys $435 to $550 Paralegals $110 to $200 Robert M. Yaspan received from the Debtor the amount of $27,250, including the filing fee. As of the time of the filing of the petition, after deducting expenses and cost, the remaining balance of $5,000 is held in the firm's trust account. Robert M. Yaspan will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Yaspan, partner of the Law Firm of Robert M. Yaspan, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert M. Yaspan can be reached at: Robert M. Yaspan, Esq. LAW FIRM OF ROBERT M. YASPAN 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: (818) 905-7711 Fax: (818) 501-7711 About Alvin Lo Optometry Alvin Lo Optometry, Inc. d/b/a Optometrx Optometry, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 2:18-14203) on April 12, 2018. The Debtor is represented by Robert M. Yaspan, Esq., at the Law Firm of Robert M. Yaspan. AMERICAN DREAM: Plan Funding to Come From Rental Income ------------------------------------------------------- The American Dream Today, Inc., filed a small business plan of reorganization and accompanying disclosure statement proposing that the Plan will be funded from rental income paid to the reorganized Debtor under the Commercial Lease Agreement with Naturally Yours, LLC. During the twelve-month period of July 1, 2014 to June 30, 2015, The American Dream Today, Inc., had gross revenues of $171,650.00. During the twelve-month period of July 1, 2015, to June 30, 2016, the American Dream Today, Inc. had gross revenues of $94,447.00. During the 10-month period beginning July 1, 2016 and ending on the petition date of May 1, 2017, The American Dream Today, Inc. registered gross revenues of $47,394.00. During the nine full months that Debtor has filed operating reports in Chapter 11, total revenues have been $42,226.00, for an average of $4,581 per month. General unsecured claimants are impaired and will be paid the full amount of the allowed principal claim after payment of all other allowed claims through the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb17-57810-47.pdf About American Dream Today The American Dream Today, Inc., is a non-profit corporation that provides transitional housing and treatment series for homeless men and to facilitate responsible re-entry into society. American Dream Today filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-bk-57810) on May 1, 2017. Edward F. Danowitz, Esq., at Danowitz Legal, P.C., serves as the Debtor's bankruptcy counsel. ARTERRA WINES: S&P Cuts 1st-Lien Debt Rating to B Amid Debt Add-on ------------------------------------------------------------------ S&P Global Ratings said it lowered its issue-level rating and revised its recovery rating on Arterra Wines Canada Inc.'s senior secured first-lien term loan. Arterra is proposing to issue an incremental US$130 million (about C$164 million) add-on to the term loan debt that lowers the recovery prospects for the first-lien lenders. S&P said, "As a result, we lowered our issue-level rating on the debt to 'B' from 'BB-' and revised our recovery rating on the term loan to '3' from '1'. The '3' recovery reflects our expectation of meaningful (50%-70%, rounded estimate 65%) recovery in a default scenario. We expect the company will use proceeds to refinance its existing C$136 million second-lien debt and fund cash to balance sheet for general corporate purposes. All other ratings, including the 'B' long-term-corporate credit rating on Arterra are unchanged." S&P said, "The proposed transaction does not meaningfully affect the company's expected credit metrics and our financial risk profile assessment of highly leveraged. Total debt increases by about C$30 million if the refinancing closes as proposed. We expect leverage to modestly increase by about 0.3x but remain in the 5x-6x range. The transaction also lowers Arterra's interest expense by about C$6 because the higher priced 8.25% debt is replaced by the lower coupon term loan. In addition, in July 2017 the company also repriced its U.S.-dollar term loan to LIBOR +2.75% from LIBOR +3.75%, and its C$66 million term loan to Banker's Acceptance +3.0% from Banker's Acceptance +4.0%. As a result, we expect the company to maintain EBITDA interest coverage close to 3x. Although we believe Arterra's near-term margins will be slightly pressured due to Ontario's higher minimum wage and rising bulk wine costs, we believe the company can mitigate these costs through pricing and labor rationalization and maintain adjusted EBITDA margins consistent with 2017 and 2018." "The stable outlook on Arterra reflects our view that the company will sustain its market share through low-to-mid, single-digit organic revenue growth, and maintain debt-to-EBITDA in the 5x-6x range and EBITDA interest coverage at about 3x." RECOVERY ANALYSIS Key analytical factors S&P said, "We rate the company's first-lien secured term loan 'B' with a '3' recovery rating. The '3' recovery rating reflects our expectation of meaningful recovery (50%-70%; rounded estimate 65%) in the event of default." The facility consists of a US$390 million (including the proposed US$130 million add-on) term loan B, a C$66 million term loan B, and a C$40 million revolver. S&P's simulated default scenario incorporates the assumption that Arterra will default in 2021 due to deterioration in earnings from increased competition or significant decline in demand. S&P said, "We assume the company would be reorganized or sold as a going concern as opposed to being liquidated, based on its viable business model and highly specialized assets. "We value the company using a 6x multiple of our emergence EBITDA estimate, which corresponds to the company's fixed charges in the simulated default year. Arterra's multiple is similar to that of peers. "We apply a positive 50% operational adjustment to our expected fixed charges to better align Arterra's EBITDA decline with that of other peers in the 'B' rated category." Simulated default -- Simulated year of default: 2021 -- EBITDA at emergence: C$72 million -- EBITDA multiple: 6x Simplified waterfall -- Gross enterprise value: C$430 million -- Net enterprise value (after 5% administrative costs): C$409 million -- Secured first-lien debt*: C$593 million --Recovery expectations: 50%-70% (rounded estimate 65%) *Includes 6 months of prepetition interest. RATINGS LIST Arterra Wines Canada Ltd. Corporate credit rating B/Stable/-- Rating Lowered/Recovery Rating Revised To From Arterra Wines Canada Ltd. First-lien sr secured term loan B BB- Recovery rating 3(65%) 1(90%) ASCENA RETAIL: Bank Debt Trades at 12.12% Off --------------------------------------------- Participations in a syndicated loan under which Ascena Retail Group Inc. is a borrower traded in the secondary market at 87.88 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.85 percentage points from the previous week. Ascena Retail pays 450 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on August 21, 2022. Moody's rates the loan 'Ba3' 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 13. AUTO MASTER EXPRESS: Seeks Authority to Use Cash Collateral ----------------------------------------------------------- Auto Master Express Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to use cash collateral in the ordinary course of business. The Debtor owns a service station located at PR 198, km 16.0, Ceiba Sur Ward in Juncos, PR. As set for the in the monthly budget, the Debtor requires the use of cash collateral to fund all necessary operating expenses of the service station. The budget shows projected operation expenses in the aggregate sum of $2,352. The Debtor also intends to use cash collateral for payment of its secured priority debts once they have been restructured by stipulation with secured creditors or by cramdown. The Debtor acknowledges that creditor Banco Popular de PR may have liens on the cash collateral in the approximate amount of $418,014. The Debtor claims that the value of the property collateral is estimated in the amount of $300,000. The Debtor proposes to provide to Banco Popular a monthly payment in the amount of $100 commencing in May 2018. The Debtor is granting Banco Popular a monthly payment on post-petition collateral to the extent its prepetition collateral is diminished by the Debtor's use of cash collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/prb18-01464-18.pdf About Auto Master Express Auto Master Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01464) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. AYTU BIOSCIENCE: Issues Letter Providing Natesto Update ------------------------------------------------------- Aytu BioScience, Inc., issued a letter to its shareholders on April 24, 2018, to provide an update on the Company's progress in its continued launch of Natesto in the U.S. The full-text copy of the Leter is as follows: Dear Aytu BioScience Shareholders and Colleagues: In response to multiple inquiries from interested stakeholders, I'm pleased to provide a short, high-level summary of the Company's progress as we continue launching Natesto in the U.S., while building our commercial capabilities and product portfolio. Since the Company's most recent communication we have made significant progress in both our execution in the field as well as with our patient reimbursement access through the introduction of the Natesto Support Program. Importantly, Natesto total paid prescriptions (as reported by IMS, which does not capture all realized prescriptions nor any unpaid voucher prescriptions) reached an all-time high level of 704 in February, with the Company hitting another all-time high in March with 890 total paid prescriptions. The Company's recently launched patient access program, called the Natesto Support Program (NSP), was rolled out in February 2018. While it is early in the launch phase of this program, we are encouraged by the preliminary results. As you may recall, the NSP was designed to assist patients who have received a Natesto prescription in assessing their payer coverage, helping to navigate the payers' requirements, helping to secure prior authorizations where and when required, and ultimately increasing the prescription initial fill, refill, and reimbursement rate. Through just the first nine weeks of implementation, we have been encouraged by the following results: * 63% of all enrolled patients who have been previously treated with a topical testosterone replacement therapy have been approved for Natesto treatment by payors through the NSP. For commercially insured patients previously treated with a TRT gel, that approval number rises to 69%. This is significant given that the company does not have any payor contracts in place formally covering Natesto. * Multiple national plans that had previously been denying Natesto coverage have begun approving prescriptions when submitted through the NSP. Specifically, of the patients who have had their prescription claim adjudicated at one specific large national payer, over 70% of patients have been approved for Natesto treatment. For that same payer, patients who had previously been treated with a TRT gel have been approved 77% of the time. * Overall and across all enrolled patients, coverage for Natesto through the NSP has improved by approximately 21% at this early stage of implementation. Importantly, with the NSP now in place, we are realizing a significantly higher percentage of revenue-generating prescriptions. This has enabled the company to discontinue the use of free vouchers, that, while valuable in our initial promotional marketing phase to create awareness for the product, yielded zero revenue for the company. Thus, the Company has strategically realigned and is reducing the total prescription count, by eliminating vouchered/promotional (free) prescriptions, in favor of driving a significantly higher level of revenue-generating prescriptions as a percentage of total prescriptions -- which is expected to yield a higher likelihood of gaining refills for these patients. This important strategic shift, we expect, will drive Natesto prescriptions going to higher quality, commercially-insured patients, yield a higher prescription refill rate, and drive significantly higher revenue per patient. This strategic shift has been done consciously, and we expect that this change will result in lower overall prescriptions in the short term, with more revenue-generating prescriptions and more refills per patient over time. While this positive step-change in the revenue line will not occur immediately, the early results demonstrate that this program is working and is yielding the positive results we anticipated. With respect to our progress with payers (with a primary focus on the largest, national payers), for the first time, we have gained an audience with multiple pharmacy benefit managers and national insurers. While we are bound by confidentiality from discussing specific contract terms or the names of payers with which we are engaged, we have formally proposed contract terms with multiple payers and have received a favorable, initial response from one particularly large national plan. While there is no assurance that Natesto will gain formulary access, the Company is encouraged by the ongoing dialogue and receptivity at this early point. With even a single payer contract in place, future contracting becomes more attainable and repeatable with other payers, and we continue to engage with other plans to gain an audience in order to showcase the clinical benefits of Natesto to these plan's client patients. We will keep you apprised of our progress on this important commercial front. We continue to be encouraged by the progress of Natesto and the rollout of the Natesto Support Program, while the Company works to bolster the portfolio and accelerate our revenue generation and path to breakeven in the relative near term. Thank you for your continued interest and support. Best Regards, Josh Disbrow Chairman & Chief Executive Officer Aytu BioScience, Inc. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty healthcare company concentrating on developing and commercializing products with an initial focus on urological diseases and conditions. Aytu is currently focused on addressing significant medical needs in the areas of urological cancers, hypogonadism, urinary tract infections, male infertility, and sexual dysfunction. Aytu BioScience reported a net loss of $22.50 million for the year ended June 30, 2017, a net loss of $28.18 million for the year ended June 30, 2016, and a net loss of $7.72 million for the year ended June 30, 2015. As of Dec. 31, 2017, the Company had $18.85 million in total assets, $15.82 million in total liabilities and $3.03 million in total stockholders' equity. "[T]he Company had approximately $4.0 million in cash including approximately $76,000 in restricted cash (that is expected to be released in fiscal year 2018). In addition, for the quarter ended December 31, 2017, and for the most recent four quarters ended December 31, 2017, we used an average of $3.2 million of cash per quarter for operating activities. Looking forward, we expect cash used in operating activities to be in the range of historical usage rates, therefore, indicating substantial doubt about the Company's ability to continue as a going concern. We expect to require a cash infusion during the fourth quarter of fiscal year 2018 to sustain operations," the Company stated in its quarterly report for the period ended Dec. 31, 2017. B&P DEVELOPMENT: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: B&P Development 139 Mid Tex Road Lorena, TX 76655 Business Description: B&P Development is a real estate company that owns an investment property at 615 E. Gibbs Street Del Rio, TX 78840. The Property is valued at $1.11 based on a 2015 appraisal. Chapter 11 Petition Date: April 26, 2018 Case No.: 18-10525 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Tony M. Davis Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N MoPac Expy, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 E-mail: ssather@bn-lawyers.com Total Assets: $1.13 million Total Liabilities: $1.33 million The petition was signed by Jeffrey Mitchell, member. 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/txwb18-10525.pdf BAY CITY RECYCLING: PNC Asks Court to Deny OK of Plan, Disclosures ------------------------------------------------------------------ Secured creditor PNC Equipment Finance, LLC, successor by assignment to ECN Financial LLC f/k/a Element Financial Corp. dba Kubota Leasing filed an objection to Bay City Recycling, LLC's disclosure statement in support of its chapter 11 plan. PNC's objections to the plan and disclosure statement are as follows: * Although the theft of a unit of equipment or two has been known to occur from time to time in a company, the complete disappearance of all five units of PNC's Equipment, plus potentially Wells Fargo's equipment collateral, without accountability to the affected creditors or the Court raises huge red flags about the Debtor’s good faith in proposing the Plan, pursuant to section 1129(a)(3). * The Disclosure Statement fails to address or account for the alleged theft of the Equipment or the status of the purported insurance claim, and therefore does not provide adequate information enabling creditors to make an informed decision regarding the Plan, as required by section 1125. * There has been a failure of adequate protection with respect to PNC and the Equipment under the Agreed Order, in that over $15,000 in adequate protection payments remain unpaid, resulting in an administrative claim (and probably a super-priority administrative claim under section 507(b)) that the Plan and Disclosure Statement fail to disclose or make provision for payment of pursuant to section 1129(9)(A). * The Debtor has failed to comply with the terms of the Agreed Order, or to property account for the Equipment, as required for confirmation under section 1129(a)(1), (2). * The Plan fails to address or treat PNC's secured claim for the Equipment or its proceeds, as required under section 1129(a)(9). * The Plan is likely to be followed by liquidation, in violation of section 1129(a)(11). * The Plan is not fair and equitable nor does it provide for the retention of PNC's liens in the Equipment, under section 1129(b). Thus, PNC requests that the Court deny approval of the disclosure statement and deny confirmation of the plan. The Troubled Company Reporter previously reported that payments and distributions under the Plan will be funded by the normal operations of the company. The primary risk factor to the success of the Plan is the possibility that the sales will underperform and not be sufficiently profitable to fund the payments required by the Plan. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/txnb17-41675-11-237.pdf A full-text copy of PNC's Objection is available at: http://bankrupt.com/misc/txnb17-41675-11-260.pdf Attorney for PNC Financial LLC: Larry Chek State Bar No. 04174650 Palmer & Manuel, PLLC 8350 N. Central Expressway, Suite 1111 Dallas, Texas 75206 Telephone: (214) 242-6444 Facsimile: (214) 265-1950 Email: lchek@pamlaw.com About Bay City Recycling Bay City Recycling, LLC, based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41675) on April 24, 2017. The petition was signed by David Vega, manager. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Russell F. Nelms presides over the case. Craig D. Davis, Esq., at Davis Ermis & Roberts, P.C., serves as bankruptcy counsel. BERTUCCI'S HOLDINGS: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------------- The Office of the U.S. Trustee for Region 3 on April 27 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Bertucci's Holdings, Inc. The committee members are: (1) GGP Limited Partnership Attn: Julie Minnick-Bowden 350 N. Orleans St, Suite 300 Chicago, IL 60654 Phone: 312-960-2707 Fax: 312-442-6374 (2) Simon Property Group, Inc. Attn: Ronald Tucker 225 W. Washington Street Indianapolis, IN 46204 Phone: 317-263-2346 Fax: 317-263-7901 (3) Central Amherst Realty Trust Attn: Herbert Alexander, Trustee 45 East Main St, Suite 12 West Borough, MA 01521 Phone: 508-981-7100 Fax: 508-366-9789 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 Bertucci's Holdings Founded in 1981, Bertucci's Holdings, Inc. -- http://www.bertuccis.com/-- owns and operates 59 full-service casual family restaurants offering traditional Italian and contemporary food centered around its signature open kitchens and brick ovens. As of the petition date, the company and its affiliates have 969 full-time employees and 3,245 part-time employees. Bertucci's is headquartered in Boston, Massachusetts and operates in 11 east coast states from New Hampshire to Virginia. Bertucci's Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on April 15, 2018. In the petitions signed by Brian Connell, chief financial officer and senior vice-president, the Debtors estimated assets of less than $50,000 and liabilities of $50 million to $100 million. Judge Mary F. Walrath presides over the cases. The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy counsel; Schulte Roth & Zabel LLP as special corporate counsel; Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. BEVERAGES & MORE: S&P Alters Outlook to Negative & Affirms 'B-' CCR ------------------------------------------------------------------- S&P Global Ratings revised its outlook on California-based Beverages & More Inc. (BevMo) to negative from stable. At the same time, S&P affirmed its 'B-' corporate credit rating. The issue-level and recovery rating on the company's senior secured notes are unchanged. S&P said, "The outlook revision to negative reflects our expectation that BevMo's cash flow generation will remain strained over the near term. Despite realizing product cost savings from the partial roll out of a self-distribution platform, lackluster top-line growth diminished the impact on the bottom line. The company has delayed fully deploying its self-distribution program, which will extend the time horizon for fully realizing its expected cost savings. We now expect adjusted leverage will remain in the mid-7x range through 2018 and financial flexibility will remain constrained by elevated borrowings on the company's revolving asset-based lending (ABL) facility." The negative outlook reflects the risk that tough industry conditions will continue to weigh on the company's results and challenge BevMo's ability to effectively implement its key turn around plans. The company's high leverage, sizable interest burden, and limited cash flow generation remain key risks. S&P said, "We could lower the rating if profitability does not improve over the next 12 months, whether because of increased competition or execution missteps, causing liquidity to become strained, at which point we could view the capital structure as unsustainable. In addition, if we expect sustained negative free cash flow generation or suspect the company's turnaround strategy is not on track such that we expect meaningful deleveraging in future years, we could lower the ratings. "We could revise the outlook to stable over the next 12 months if the company outperforms our expectations and we expect credit protection metrics to improve. This could occur if BevMo demonstrates that the success of its hybrid EDLP stores can be replicated across a larger number of stores, resulting in positive comparable store sales growth, while realizing additional supply chain savings from its new distribution platform." BLACKBOARD INC: S&P Alters Outlook to Negative & Affirms 'B-' CCR ----------------------------------------------------------------- S&P Global Ratings revised the outlook on its 'B-' corporate credit rating on Washington, D.C.-based Blackboard Inc. to negative from stable. S&P affirmed the 'B-' corporate credit rating. S&P said, "At the same time, we affirmed the 'B' issue-level rating on the company's first-lien secured debt. The recovery rating remains '2' and reflects our expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. "We also affirmed the 'CCC' issue-level rating on the company's second-lien senior secured notes. The recovery rating remains '6' and reflects our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default. "The outlook change stems from an ongoing loss of market share in the competitive learning management solutions market and our revised expectation of break-even free operating cash flow (FOCF) for 2018 and very modest positive FOCF over the next few years." This liquidity, coupled with the intense competitive pressures Blackboard faced in recent years, leaves management with very limited operating cushion for error in its efforts to stabilize the business. Debt maturities begin to become current in mid-2019, starting with the revolving credit facility. The negative outlook reflects Blackboard's strong competition, resulting in market-share losses and slower than expected conversion of customers to new software products. This pressure is expected to result in weak organic revenue growth and free operating cash flow generation, as well as constrained liquidity with the potential for reduced covenant headroom below 10% over the next 12 months. S&P said, "We could lower our corporate credit rating on the company if market-share losses, client attrition, and unsuccessful new product launches produce deteriorating covenant cushions and lead us to believe the capital structure is unsustainable. A lower rating could also result from a debt-financed acquisition that requires excessive integration spending relative to the company's liquidity. "We could revise the outlook to stable if the company sustains positive free operating cash flow after debt service in the low–single-digit percentage area because of stabilized customer attrition and positive organic revenue growth from successful new product launches. A stable outlook would also require that the company maintain sufficient liquidity, including covenant cushion sustained above 10%." BREDA: Taps Spinglass Management as Financial Advisor ----------------------------------------------------- Breda, a Limited Liability Company, and Tempo Dulu LLC seek approval from the U.S. Bankruptcy Court for the District of Maine to hire Spinglass Management Group, LLC, as their financial advisor. The firm will conduct financial and operational analysis of the Debtors' current and potential profitability; develop cash forecasts; assist in the preparation of financial models and presentations for use in decision making and for communication with outside parties; prepare weekly and operational tracking reports; and provide other services related to the Debtors' Chapter 11 cases. Spinglass will bill separately for matters that pertain exclusively to a particular Debtor. For matters that pertain to both Debtors equally, the firm will bill Breda for 72% of the time and Tempo Dulu for the remaining 28% of the time. The Debtors paid the firm $28,462 prior to the Petition Date. Spinglass is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Gary E. Wardwell Spinglass Management Group, LLC 16 Casco St., Third Floor Portland, ME 04101 Phone: 207-774-7234 Fax: 617-286-8857 E-mail: gwardwell@spinglassllc.com info@spinglassllc.com About Breda and Tempo Dulu Breda, a Limited Liability Company, and Tempo Dulu, LLC own the Camden Harbour Inn and the Danforth Inn located in Camden and Portland, Maine, respectively. Breda and Tempo Dulu sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 18-20157) on March 28, 2018. In the petitions signed by Raymond Brunyanszki, member, the Debtors each estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael A. Fagone presides over the case. The Debtors tapped Bernstein, Shur, Sawyer & Nelson, P.A., as their legal counsel. BROADSTRIPE LLC: Dismissal from D. Sluys Negligence Suit Affirmed ----------------------------------------------------------------- A city has a duty to exercise ordinary care in the maintenance and repair of public sidewalks to keep them in a reasonably safe condition for ordinary travel. Doug Sluys sued the City of Seattle (City) and Broadstripe, LLC (Broadstripe) for personal injuries and damages he sustained after he slipped and fell on a metal utility vault cover owned by Broadstripe while walking on a City sidewalk in downtown Seattle. Sluys appeals the trial court's dismissal of his claims both against the City and Broadstripe. Because there remains a material issue of fact as to whether the City should have anticipated that its approval of the metal vault cover in the middle of a sidewalk on a steep slope would lead to an unsafe condition, the Court of Appeals of Washington reverses and remands Sluys's claim against the City for trial. The Court, however, affirms the dismissal of Broadstripe. Sluys first contends that the trial court erred in granting summary judgment and dismissing his negligence claim against the City. The Court agrees. While the vault cover at issue was not owned by the City, the City concedes that Summit Communications, Broadstripe's predecessor company, applied for a permit to install the utility vault and vault cover within the City sidewalk. The City further concedes that it approved the requested permit subject to Summit complying with guidelines and parameters set by the City as to where within the public right-of-way the facilities could be located. Thus, the only question is whether when approving the permit, the City should have anticipated whether the utility vault could lead to an unsafe condition. This evidence is sufficient to raise an issue of material fact as to whether the City breached its duty of care by permitting the installation of a utility vault cover in a location that it should have anticipated would result in an unsafe condition. Consequently, dismissal of Sluys's claim against the City on summary judgment was not appropriate. Sluys presented a declaration from Dr. Gary Sloan, Ph.D., a psychologist with a specialization in ergonomics and human factors, to support his assertion that the vault cover was unsafe. Sloan investigated the site of Sluys's fall, took various measurements, and then applied a human factors analysis to the pertinent facts. The Court finds that this evidence is sufficient to raise an issue of material fact as to whether the City breached its duty of care by permitting the installation of a utility vault cover in a location that it should have anticipated would result in an unsafe condition. Consequently, dismissal of Sluys's claim against the City on summary judgment was not appropriate. Sluys argues next that the trial court erred in dismissing Broadstripe. The Court disagrees. Under RCW 4.16.080, a plaintiff must commence a lawsuit within three years from the date its cause of action accrues. Generally, the cause of action "accrues" at the time the act or omission occurs. Sluys's accident occurred on Jan. 6, 2012. Consequently, the statute of limitations expired on Jan. 6, 2015. Sluys filed his amended complaint naming Broadstripe on March 11, 2016--approximately 14 months after the expiration of the statute of limitations. Sluys does not dispute that his amended complaint naming Broadstripe was filed more than three years after his accident. Instead, Sluys urges the Court applies the "discovery rule" to extend the applicable statute of limitations until he discovered that the vault cover was owned by Broadstripe. The Court holds that the discovery rule was not intended to apply in cases where the plaintiff simply delayed research and discovery until the end of the limitation period. Sluys failed to meet his burden of proving that the identity of the correct owner of the vault "could not have been discovered by due diligence within the applicable limitations period." Dismissal of Sluys's complaint against Broadstripe was appropriate. Thus, the Court reverses the decision dismissing Sluys's claim against the City and remands for trial, but affirms the dismissal of Broadstripe pursuant to CR 12(b)(6). The appeals case is DOUG SLUYS, Appellant, v. CITY OF SEATTLE, WAVEDIVISION HOLDINGS LLC, aka WAVE BROADBAND LLC, and BROADSTRIPE, LLC, Respondents, No. 76131-5-I (Wash. App.). A full-text copy of the Court's Opinion dated April 9, 2018 is available at https://bit.ly/2HDzNoT from Leagle.com. Chellie Hammack, CM Hammack Law Firm, 1001 4th Ave Ste 3200, Seattle, WA, 98154-1003, Counsel for Appellant(s). Betsy A. Gillaspy -- bgillaspy@gillaspyrhode.com -- Gillaspy & Rhode, PLLC, 821 Kirkland Ave Ste 200, Kirkland, WA, 98033-6311, Tara Gillespie , Seattle City Attorney's Office, 701 5th Ave Ste 2050, Seattle, WA, 98104-7097, Timothy E Allen , Gillaspy & Rhode, PLLC, 821 Kirkland Ave Ste 200, Kirkland, WA, 98033-6311, Edward F. St. Onge Jr., Goehler & Associates, 1501 4th Ave Ste 1130, Seattle, WA, 98101-3611, Kyle D Riley -- kdr@smithfreed.com -- Smith Freed & Eberhard PC, 1215 4th Ave Ste 900, Seattle, WA, 98161-1002, Counsel for Respondent(s). About Broadstripe LLC Headquartered in Chesterfield, Missouri, Broadstripe LLC -- http://www.broadstripe.com/-- provides videos and telephone services to consumers and business in Maryland, Michigan, Washington and Oregon. The Company and five of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-10006) on Jan. 2, 2009. Attorneys at Ashby & Geddes, and Gardere Wynne Sewell LLP represented the Debtors in their restructuring efforts. The Debtors tapped FTI Consulting Inc. as their restructuring consultant, and Epiq Bankruptcy Consultants LLC as their claims agent. In its petition, Broadstripe estimated assets and debts between $100 million and $500 million. BW NHHC: S&P Assigns B-' Corporate Credit Rating, Outlook Positive ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' corporate credit rating to home health provider BW NHHC HoldCo Inc. The outlook is positive. At the same time, S&P assigned its 'B-' issue-level rating to the company's proposed first-lien $80 million revolving credit facility, $660 million term loan, and $75 million delayed-draw term loan. The recovery rating is '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P said, "We also assigned our 'CCC' issue-level rating to the company's proposed $195 million second-lien term loan and $25 million delayed-draw term loan. The recovery rating is '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default." The ratings on BW NHHC HoldCo Inc., the merged entity of Jordan Health Services and Great Lakes Caring, reflect S&P's assessment of business risk as weak and financial risk as highly leveraged. The company's business risk is characterized by a relatively narrow focus as a provider of home health care services, limited market share (less than 1%) in the highly fragmented home health industry, substantial reimbursement risk (88% of pro forma revenues generated from Medicare and Medicaid), some geographic concentration, and below-average EBITDA margins relative to other health care service companies. S&P said, "The positive outlook reflects our expectation that the company will increase EBITDA and generate meaningful free cash flow over the next two years through its pipeline of tuck-in acquisitions which we expect will supplement low-single-digit organic revenue growth. However, we believe there is some risk to this forecast as the company continues to manage the integration of about 15 acquisitions completed over the past 18 months." C & D FRUIT: Committee Hires Shutts & Bowen as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of C & D Fruit and Vegetable Co., Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to retain Shutts & Bowen LLP, as counsel to the Committee. The Committee requires Shutts & Bowen to: a. provide legal advice to the Committee with respect to its duties and powers in the bankruptcy case; b. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the disposition of the Debtors' assets, and any other matter relevant to the case or to the formulation of a plan of reorganization; c. participate in the formulation of a plan of reorganization; d. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs and the causes of its insolvency; e. assist and advise the Committee with regard to its communications with the general creditor body regarding the Committee's recommendations on any proposed plan of reorganization; f. assist the Committee in requesting the appointment of a trustee or examiner, should such action become necessary; g. review and analyze all applications, orders, financial information budgets, statements of operations, and schedules and statement of financial affairs filed with the Bankruptcy Court or provided to the Committee by the Debtors or any other parties for purposes of advising the Committee as to such documents propriety, and, object or consent to such papers on its behalf; h. confer with the Debtors' management and its counsel; i. attend the meetings of the Committee; j. prepare and file appropriate pleadings on behalf of the Committee; and k. perform such other legal services as may be required and in the interest of the creditors, including the commencement and pursuit of such adversary proceedings as may be authorized. Shutts & Bowen will be paid at the hourly rate of $495. Shutts & Bowen will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew M. Brumby, a partner at Shutts & Bowen LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Shutts & Bowen can be reached at: Andrew M. Brumby, Esq. SHUTTS & BOWEN LLP 300 South Orange Avenue, Suite 1600 Orlando, FL 33601 Tel: (407) 423-3200 About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. CACI INTERNATIONAL: S&P Rates New Secured Credit Facility 'BB+' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to CACI International Inc.'s proposed senior secured credit facility, which comprises a $1 billion revolver due 2023 and a $938 million term loan A-3 due 2023. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a default scenario. All of S&P's other ratings remain unchanged. CACI plans to use the proceeds from the new term loan to refinance its outstanding $672 million term loan A-1 due 2020 and $266 million term loan A-2 due 2020. The refinancing transaction will extend their maturities from 2020 to 2023 and provide CACI with more favorable pricing. The transaction should also improve the company's liquidity somewhat because it will increase its revolver commitment by $150 million (the revolver will have about $200 million of borrowings outstanding at close). S&P does not believe that the refinancing will significantly alter the company's credit metrics. S&P's ratings on CACI reflect the company's meaningful scale and contract diversity in the competitive U.S. federal and civil government contracting environment. The company generates predictable revenue streams from long-term contracts with key customers in federal intelligence and defense organizations. While CACI maintains an acquisitive growth strategy, management has focused on reducing the company's leverage somewhat. The company also maintains strong free cash flow generation because its capital spending requirements are low. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P said, "We have completed our recovery analysis and assigned a '3' recovery rating to the company's proposed $1 billion revolver due 2023 and $938 million term loan A-3 due 2023. S&P has valued the company on a going-concern basis using a 5.0x multiple of our projected emergence EBITDA. Other key assumptions at default include: LIBOR of 2.5% and the revolver is 85% drawn. Simulated default assumptions -- Year of default: 2023 -- EBITDA at emergence: $197 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $935 million -- Valuation split (obligors/nonobligors): 100%/0% -- Value available for first-lien claim: $935 million -- Secured first-lien debt claims: $1.56 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) RATINGS LIST CACI International Inc. Corporate Credit Rating BB+/Stable/-- New Ratings CACI International Inc. Senior Secured $US1 bil revolver due 6/30/2023 BB+ Recovery Rating 3(55%) $US938 mil term ln A-3 due 6/30/2023 BB+ Recovery Rating 3(55%) CASCADE FAMILY: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Cascade Family Skating, LLC 3335 Martin Luther King Jr. Dr. Atlanta, GA 30331-1711 Business Description: Cascade Family Skating, LLC owns a family entertainment center that operates a roller skating rink in Atlanta, Georgia. https://atlantafamilyfuncenters.com/ Chapter 11 Petition Date: April 27, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-57159 Debtor's Counsel: William Anderson Rountree, Esq. ROUNTREE & LEITMAN, LLC 2800 North Druid Hills Road Building B, Suite 100 Atlanta, GA 30329 Tel: (404) 584-1244 Fax: (404) 581-5038 E-mail: wrountree@randllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gregory Alexander, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-57169.pdf CEC ENTERTAINMENT: Bank Debt Trades at 9.70% Off ------------------------------------------------ Participations in a syndicated loan under which CEC Entertainment Inc. is a borrower traded in the secondary market at 90.30 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.64 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 13. CHARLES FUQUA: Thomans Buying Mattoon Residence for $73K -------------------------------------------------------- Charles W. Fuqua, II and Ruth A. Fuqua ask the U.S. Bankruptcy Court for the Central District of Illinois to authorize the private sale of the residence located at 2917 Richmond Avenue, Mattoon, Illinois to Todd Thoman and Holly Thoman for $72,500. The objection deadline is May 3, 2018. The Debtors own the property. They've scheduled the value of the property at $85,000. The real estate is encumbered by a mortgage granted to Prairie State Bank & Trust located at 621 W. Lincoln Avenue, Charleston, Illinois. The loan balance for the loan ending 7465 is approximately $39,848. The Debtors also have multiple other loans with Prarie Bank that contain cross-collateral provisions. Accordingly, Prairie Bank is entitled to any proceeds after Loan 7465 is satisfied. Those loans include: Loan # Balance Proof of Claim # ------ ------- ---------------- 7455 $33,831 24 6720 $309,890 26 2680 $22,599 30 2820 $20,863 29 7440 $125,118 23 6725 $43,733 28 On April 9, 2018, the Debtor and the Buyers, 417 Briar Lane, Mattoon, Illinois, entered into an agreement for the sale of the real estate for $72,500. The lien of Prairie Bank will attach to the proceeds of the sale. The net proceeds from the sale will be applied to the loans. The Bank consents to the purchase. The Debtors wish to sell the real estate by private sale free and clear of all liens. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Charles_Fuqua_141_Sales.pdf The Debtors are also asking a waiver of the 14-day stay period under Bankruptcy Rule 6004(h). Charles W. Fuqua, II and Ruth A. Fuqua sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-91140) on Oct. 20, 2017. The Debtors tapped Roy Jackson Dent, Esq., at Dent Law Office, Ltd., as counsel. CHESTNUT FIRM: Seeks Authority to Use BFG Cash Collateral --------------------------------------------------------- Chestnut Firm, LLC, requests the U.S. Bankruptcy Court for the Northern District of Georgia for authority to use cash collateral based on the Budget. The proposed monthly budget shows total expenses of approximately $115,689. The Debtor intends to use cash collateral to pay the expenses and other expenditures reasonably necessary for the continued operation of its business to avoid immediate and irreparable harm to the estate. The Debtor also intends to pay the actual amount owed or deposit required to any utility, taxing authority, the United States Trustee or insurance company. BFG Loan Holdings, LLC asserts a first priority lien upon and security interest in Debtor's assets including all accounts. In addition, Aetna Life Insurance Company, Marwan Porter, and The Porter Law Firm may assert a lien or security interest in Debtor's rights to payment, accounts and other items which may constitute cash collateral, but the Debtor has yet to determine the priority or validity of such assertions. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb18-56014-6.pdf About Chestnut Firm Chestnut Firm, LLC, is private law firm in Atlanta, Georgia. Chestnut Firm, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-56014) on April 9, 2018. In the petition signed by Christopher Chestnut, manager, the Debtor estimated up to $50,000 in total assets and $1 million to $10 million in total liabilities. Cameron M. McCord, Esq., at Jones & Walden, LLC, is the Debtor's counsel. CJ MICHEL INDUSTRIAL: Cash Collateral Use Through April 30 Okayed ----------------------------------------------------------------- Bankruptcy Judge Gregory R. Schaaf for the Eastern District of Kentucky authorized CJ Michel Industrial Services LLC authority to use cash collateral through April 30, 2018 to pay those items designated on the budget attached to its motion. All terms, including any adequate protection granted in the Agreed Order for Authority to Incur Secured Debt in the Form of Continuation of the Debtor's Sale of Accounts Receivable to Gulf Coast Bank & Trust Company will remain in effect. A full-text copy of the Order is available at: http://bankrupt.com/misc/kyeb17-51611-158.pdf About CJ Michel Industrial Services CJ Michel Industrial Services, LLC, has provided staffing and/or contracting services for customers in the construction and industrial sector for over 20 years. Services are not limited to the electrical trade but include OSHA certified, trade licensed and fully insured low-E, data/communications service technicians, pipefitters, welders, iron workers, riggers, millwrights, concrete tradesmen, and general tradesmen. CJ Michel Industrial Services began to experience cash flow issues after it borrowed money from nontraditional lending sources which were primarily merchant cash advance lenders. It has been unable to reach out-of-court workout agreements with these lenders and seeks a "breathing spell" to reorganize its business under Chapter 11 of the Bankruptcy Code in order to restructure its debts, reorganize as a going concern, and maximize value for the benefit of the creditors of its Estate. CJ Michel Industrial Services, based in Lancaster, Kentucky, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug. 10, 2017. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Clarence J. Michel, Jr., member. The Hon. Gregory R. Schaaf presides over the case. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as bankruptcy counsel to the Debtor. No trustee or examiner has been appointed in the Chapter 11 case, and no creditors' committee or other official committee has been appointed. CK ASSISTED: Capital Fund Wants to Restrict Cash Collateral Use --------------------------------------------------------------- Capital Fund I, LLC and Capital Fund II, LLC, ask the U.S. Bankruptcy Court for the District of Arizona to condition, restrict or prohibit CK Assisted Living of Arizona, LLC from using of Capital Fund's cash collateral and require the Debtor to place all moneys in a restricted account. The Debtor owns and operates an income producing elderly assisted living home, CK Assisted Living of Arizona, and Capital Fund believes residents pay a monthly, quarterly or yearly rent. Therefore, Capital Fund believes there is income from collection of pre-petition accounts receivable, pre-petition rents (if so structured), funds in its accounts, and any and all other income and monies in its possession or to which it is entitled or may become entitled which is cash collateral of Capital Fund. On or about January 28, 2016, the Debtor borrowed $335,000 from Capital Fund. The Debtor's member, Steven Walski, executed and delivered to Capital Fund a Promissory Note reflecting the agreement to pay back the loan. As security for the Note, the Debtor granted Capital Fund I a Deed of Trust encumbering the real property located at 6336 N. Pottery Place, Prescott, AZ 85305. Subsequently, the Note and Deed of Trust were endorsed and assigned to Capital Fund II, respectively. Moreover, the Debtor agreed to an Assignment of Rents. The Deed of Trust with the Assignment of Rents clause grants and perfects liens and secured interests in favor of Capital Fund, and encumbers the Real Property and all present and future leases, rents, prepetition accounts receivable, funds in all accounts and any and all other income and moneys in Debtor's possession or arising therefrom. Thus, Capital Fund claims that the business revenue covers the loan payments owed to Capital Fund by the Debtor. The Debtor defaulted on the Note, failing to pay its monthly mortgage payment on October 1, 2017. In addition, the Note matured on March 1, 2018 and is due and payable, in full. The total amount outstanding is currently over $408,507. Consequently, on November 30, 2017, Capital Fund, through its successor trustee, notified that the Real property would be sold pursuant to the power of sale under the Deed of Trust at public auction on March 2, 2018. But the Debtor's bankruptcy filing on February 28, 2018 stayed the Trustee Sale which is being continued from time to time while this case is pending. Despite Capital Fund's interest in the cash collateral, Capital Fund complains that the Debtor has not attempted to contact nor made any arrangement with Capital Fund to account for the cash collateral or to sufficiently segregate the cash collateral which is the property of Capital Fund. Capital Fund has not consented nor does it consent, to Debtor's use of the cash collateral. Capital Fund now asserts and notices the Debtor of Capital Fund's perfected security interest in the cash collateral, and any use thereof without an Order of the Court or Capital Fund's consent has been and will be in violation of the Bankruptcy Code. Attorney for Secured Creditor: Cynthia L. Johnson, Esq. Law Office of Cynthia L. Johnson 11640 East Caron Street Scottsdale, AZ 85259 Phone: (480) 381-7929 E-mail: cynthia@jsk-law.com About CK Assisted Living of Arizona CK Assisted Living of Arizona, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01882) on Feb. 28, 2018. The petition was signed by Steven Walski, manager. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Daniel P. Collins presides over the case. Carmichael & Powell, P.C. is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of CK Assisted Living of Arizona LLC as of March 26, according to a court docket. CLAIRE'S STORES: Committee Hires Bayard as Co-Counsel ----------------------------------------------------- The Official Committee of Unsecured Creditors of Claire's Stores, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A., as co-counsel to the Committee. The Committee requires Bayard to: (a) in conjunction with Cooley, LLP, providing legal advice where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as Bayard to be involved in all aspects of the bankruptcy proceedings; (b) draft, review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) assist and advise the Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (d) draft, file, and serve documents as requested by Cooley and the Committee; (e) assist the Committee and Cooley in the investigation of various liens purportedly held on the Debtors' assets; (f) assist the Committee and Cooley, as necessary, in the investigation, including through discovery, of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (g) compile and coordinate delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and/or requests; (h) appear in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Cooley; (i) monitor the case docket and coordinating with Cooley and Province, Inc., on matters impacting the Committee; (j) participate in calls with the Committee; (k) prepare, update and distribute critical dates memoranda and working group lists; (l) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Cooley on any necessary responses; and (m) provide additional support to Cooley, Province, and the Committee, as requested. Bayard will be paid at these hourly rates: Attorneys $350-$500 Paralegals $265-$295 Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from March 27, 2018 through June 30, 2018. Justin R. Alberto, partner of Bayard, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Bayard can be reached at: Justin R. Alberto, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: jalberto@bayardlaw.com About 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 local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. The Committee retained Cooley LLP, as lead counsel; Bayard, P.A., as co-counsel. CLAIRE'S STORES: Committee Hires Cooley LLP as Lead Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Claire's Stores, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cooley LLP, as lead counsel to the Committee. The Committee requires Cooley LLP to: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtors to the Committee; (c) analyze and negotiate the budget and the terms of the Debtors' use of cash collateral and debtor-in-possession financing; (d) assist in the Debtors' efforts to reorganize or sell their assets in a manner that maximizes value for creditors; (e) review and investigate prepetition transactions in which the Debtors and their insiders were involved; (f) assist the Committee in negotiations with the Debtors and other parties in interest on the Debtors' proposed Chapter 11 plan and exit strategy for these cases; (g) confer with the Debtors' management, counsel, and financial advisor and any other retained professional; (h) confer with the principals, counsel and advisors of the Debtors' lenders and equityholders; (i) review the Debtors' schedules, statements of financial affairs, and business plan; (j) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before this Court; (k) file appropriate pleadings on behalf of the Committee; (l) review and analyze the Debtors' financial advisors' work product and report to the Committee; (m) investigate and analyze certain of the Debtors' prepetition conduct, transactions, and transfers; (n) analyze the value of the go forward business; (o) provide the Committee with legal advice in relation to the chapter 11 cases; (p) prepare various pleadings to be submitted to the Court for consideration; and (q) perform such other legal services for the Committee as may be necessary or proper in these proceedings. Cooley LLP will be paid at these hourly rates: Partners $940 to $1,230 Associates $710 to $900 Paralegals $255 Cooley LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes. For the period from March 27, 2018 through June 30, 2018. Cathy Hershcopf, partner of Cooley LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Cooley LLP can be reached at: Cathy Hershcopf, Esq. Seth Van Aalten, Esq. Summer M. Mckee, Esq. COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Tel: (212) 479-6000 Fax: (212) 479-6275 E- mail: chershcopf@cooley.com svanaalaten@cooley.com smckee@cooley.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 local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. The Committee retained Cooley LLP, as lead counsel; Bayard, P.A., as co-counsel. CLAIRE'S STORES: Hires Deloitte Tax as Tax Service Provider ----------------------------------------------------------- Claire's Stores, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP, as tax service provider to the Debtors. Claire's Stores requires Deloitte Tax to: a. Tax Transfer Pricing Engagement Letter: Deloitte Tax will assist the Debtors in documenting the intercompany transactions between the Debtors and their affiliates, including those located in Canada and certain European countries. b. Global Employer Tax Engagement Letter: Deloitte Tax will assist the Debtors by performing global employer tax compliance services, which is expected to consist of assisting personnel of the Debtors and their affiliates with the preparation and filing of home and host federal and resident state (where applicable) income tax returns for all eligible Debtor employees on international assignments (the "Assignees"). In addition to these services Deloitte Tax is expected to, among other things: (1) provide tax briefings before the Assignees depart for their international assignments; (2) prepare tax equalization calculations for all eligible Assignees pursuant to the Debtors' applicable policies; (3) analyze foreign tax assessments and refunds to calculate whether funds should be advanced by the Debtors or refunded to the Debtors; (4) respond to routine U.S. federal, state or foreign tax notices on the Assignee's behalf; and (5) with the Debtors' approval, other miscellaneous tax compliance matters that may arise. Deloitte Tax will also assist the Debtors with certain global employer tax assistance services, which are expected to consist of: (x) U.S. and U.K. payroll review services; (y) services related to the Debtors' accumulation and reporting of global taxable compensation and relevant information; and (z) U.S. Form W-2 reconciliation services. c. Tax Advisory Engagement Letter: Deloitte Tax will assist the Debtors in providing certain tax advisory services on federal, foreign, state and local tax matters that arise in the ordinary course, as may be requested by the Debtors from time to time. d. Tax Restructuring Engagement Letter: Deloitte Tax will assist the Debtors with restructuring-related tax advisory services, as follows: (1) advise the Debtors as they consult with their counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the post-restructuring tax profile, including plan of reorganization tax costs. This will include gaining an understanding of the Debtors' financial advisors' valuation model and disclosure model to consider the tax assumptions contained therein; (2) advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; (3) advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108; (4) advise the Debtors on post-restructuring or post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock, and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC Sections 108 and 1017; (5) advise the Debtors on the effects of tax rules under IRC sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization and the Debtors' ability to qualify for IRC section 382(l)(5); (6) advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; (7) advise the Debtors as to the treatment of postpetition interest for state and federal income tax purposes; (8) advise the Debtors as to the state and federal income tax treatment of prepetition and postpetition reorganization costs, including restructuring-related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; (9) advise the Debtors in the Debtors' evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; (10) advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculation, adjustments to tax attributes and limitations on tax attribute utilization; (11) advise the Debtors on responding to tax notices and audits from various taxing authorities; (12) assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; (13) advise the Debtors on income tax return reporting of bankruptcy issues and related matters; (14) assist in documenting as appropriate, tax analyses, the Debtors' developed tax positions, recommendations, observations, and correspondence for any proposed restructuring alternative tax issues or other tax matters described above; (15) advise the Debtors regarding other state or federal income tax questions that may arise in the course of the engagement, as requested by the Debtors, and as may be agreed to by Deloitte Tax; and (16) advise the Debtors with their efforts to calculate tax basis in the stock in each of the Debtors' subsidiaries or other entity interests. Deloitte Tax will be paid at these hourly rates: Tax Transfer Pricing -------------------- Principal/Partner/Managing Director $425 Manager $350 Senior Consultant $295 Staff $235 Tax Compliance Fee ------------------ U.S. Federal Income Tax Return $2,000 U.S. State and Local Income Tax Return $550 U.S. Federal and State Filing Extensions $550 Tax Equalization $650 U.S. Tax Orientation $950 U.S. Residency Determination $850 to $1,100 Estimated Tax Payment Vouchers (Form 1040-ES) $450 Assignment Total Tax Cost Projection $1,000 to $1,650 Form 5471 (Foreign Corporations) $1,650 to $5,500 Form 3520 (Foreign Gifts & Foreign Trust) $1,650 to $5,500 Global Mobility Compensation Assistance UK and U.S. Payroll Review $2,750 to $5,500 U.S. Compensation and Reporting $550 U.S. Form W-2 Reconciliation $550 Tax Restructuring Principal/Partner/Managing Director $770 to $855 Senior Manager $690 to $725 Manager $580 to $620 Senior Associate $480 to $520 Associate $390 Deloitte Tax will be paid a retainer in the amount of $40,000 for the Tax Transfer Pricing Engagement Letter. Deloitte Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Van Gelder, a partner at Deloitte Tax, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Deloitte Tax can be reached at: Jeffrey Van Gelder DELOITTE TAX LLP 333 Avenue of the Americas, Suite 3600 Miami, FL 33131 Tel: (305) 372-3100 Fax: (305) 372-3160 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 local counsel; FTI Consulting as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Hilco Real Estate, LLC as real estate advisor; and Prime Clerk as claims agent and administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Claire's Stores Inc. and its affiliates. The Committee retained Cooley LLP, as lead counsel; Bayard, P.A., as co-counsel. COALINGA REGIONAL: S&P Lowers 2008A COPs Rating to CCC ------------------------------------------------------ S&P Global Ratings lowered its long-term rating to 'CCC' from 'B-' on Coalinga Regional Medical Center (CRMC), Calif.'s series 2008A certificates of participation (COPs) and subordinate series 2008B COPs and placed them on CreditWatch with negative implications. "The downgrade and CreditWatch placement reflects the significant deterioration in the financial position of the hospital and the possibility of hospital closure or bankruptcy filing in the near term," said S&P Global Ratings credit analyst Melanie Her. "Management is in the process of securing an affiliation or partnership agreement with a larger healthcare system to operate CRMC. We expect to receive more information on its progress within the next 90 days and will resolve our CreditWatch as this information becomes available," Ms. Her added. The CreditWatch placement also reflects operating losses as of fiscal 2016 and heightened losses in operations through the eight-month interim ended Feb. 28, 2018 with CRMC having to rely on its unrestricted reserves to support the deficit. This caused significant deterioration in balance sheet metrics to substantially weak levels with the balance sheet providing extremely limited to no support for ongoing operations. Should management's efforts fail, CRMC could face imminent closure. The Coalinga Regional Medical Center Hospital District was organized under the California local health care district law to provide medical services to approximately 900 square miles of southwestern Fresno County. The 24 acute-care bed and 99 long-term care bed facility is situated about halfway between San Francisco and Los Angeles. COASTAL MENTAL: Taps Joel M. Aresty as Legal Counsel ---------------------------------------------------- Coastal Mental Health Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Joel M. Aresty, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with its creditors in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm will charge an hourly fee of $440 for its services. Joel Aresty, Esq., at Aresty, disclosed in a court filing that he and his firm do not represent any interests adverse to the Debtor and its estate. The firm can be reached through: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave. S. Tierra Verde, FL 33715 Phone: 305-904-1903 Fax: 800-559-1870 Email: Aresty@Mac.com About Coastal Mental Health Center Coastal Mental Health Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02161) on April 16, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. COLIMA BBQ: Trustee Taps Levene Neale as Legal Counsel ------------------------------------------------------ Timothy Yoo, the Chapter 11 trustee for Colima BBQ, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. The firm will advise the trustee regarding the requirements of the Bankruptcy Code; conduct examinations; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates for its attorneys range from $425 to $595. Paraprofessionals charge $250 per hour. Monica Kim, Esq., a member of Levene, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Levene can be reached through: Monica Y. Kim, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: myk@lnbyb.com About Colima BBQ Colima BBQ, Inc., operates a Korean barbeque restaurant doing business as "Red Castle 1" located at 18751 E. Colima Road, Rowland Heights, California. Colima BBQ filed a voluntary petition under Chapter 7 of the Bankruptcy Code on January 26, 2018. Following a hearing on April 6, 2018, the case was converted to one under Chapter 11 (Bankr. C.D. Cal. Case No. 18-10888). Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor. COMMERCEHUB INC: S&P Assigned 'B-' CCR, Outlook Stable ------------------------------------------------------ Private equity firms GTCR and Sycamore Partners have agreed to acquire Albany, N.Y.-based drop-ship fulfillment software provider CommerceHub Inc. S&P Global Ratings is thus assigning its 'B-' corporate credit rating to Albany, N.Y.-based CommerceHub Inc. The outlook is stable. S&P said, "We also assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed first-lien credit facilities, which include a $30 million revolving credit facility due 2023 and a $305 million term loan due 2025. We do not rate the $145 million second-lien term loan due 2026. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of payment default. "Our ratings on CommerceHub reflect the company's small size, limited product offering, and limited end market diversity. It also incorporates the risk involved with the company's transition to private-equity ownership from a publicly traded company. These factors are partly offset by tight integration with customers' systems, good customer relationships, above-average profitability, and positive e-commerce growth fundamentals. Our ratings also incorporate the company's elevated leverage following the proposed acquisition by two private-equity financial sponsors. We expect CommerceHub's credit metrics to rapidly improve over our forecast period such that its S&P Global Ratings' adjusted debt to EBITDA will decline to the low-8x area by the end of 2018, riding on the wave of positive e-commerce trends with increasing customer count and transaction volume. "The stable outlook reflects our expectation that favorable e-commerce tailwinds will support continued positive demand dynamics, transaction volumes, and a growing customer base. We expect S&P Global Ratings' adjusted leverage to decline to the low-7x by the end of 2019 from the low-8x in 2018. "While unlikely over the next 12 months, we could raise the ratings if better than expected operating performance stemming from an acceleration in transaction volumes and/or new customer wins supports a sustained improvement in credit metrics, specifically FOCF to debt rising to the high-single-digit percent area and S&P Global Ratings' adjusted leverage declining below 7.5x. "While unlikely over the next year, we could lower the rating if a deterioration in operating performance or unforeseen liquidity pressures lead to negative free operating cash flow generation or an unsustainable capital structure. Such a scenario would most likely be the result of a slower-than-expected EBITDA ramp from recent customer wins, a string of customer bankruptcies from a pressured retail environment, or a softening U.S. economy leading to curtailment in overall retail spending." COMMUNICATIONS SALES: Bank Debt Trades at 3.19% Off --------------------------------------------------- Participations in a syndicated loan under which Communications Sales & Leasing Inc. is a borrower traded in the secondary market at 96.81 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.48 percentage points from the previous week. Communications Sales pays 275 basis points above LIBOR to borrow under the $2.107 billion facility. The bank loan matures on October 24, 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 13. CS MINING: Court Confirms Chapter 11 Liquidation Plan ----------------------------------------------------- Judge William T. Thurman of the U.S. Bankruptcy Court for the District of Utah on April 5 confirmed the First Amended Chapter 11 Plan of Liquidation filed by CS Mining, LLC. The following individuals will serve as members of the Liquidation Trust Advisory Board: Mr. Robert Bayer, Ms. Becky Jenne, and Mr. Russell Alley. The Second Supplement also identifies Peter J. Kravitz, Esq., as the Chief Wind-Down Officer of the Post-Effective Date Debtor. Under the Plan, creditors holding Class 3 general unsecured claims will recover between 11% and 27% of their claims. The estimated allowed claim amount is $16.252 million to $23 million, according to CS Mining's first amended disclosure statement. The original plan proposed to pay general unsecured creditors 25% to 28.5% of their claims. CS Mining estimated the allowed amount of Class 3 general unsecured claims under the original plan at $17.5 million to $20 million. A copy of the first amended disclosure statement is available for free at: http://bankrupt.com/misc/utb16-24818-1116.pdf About CS Mining, LLC CS Mining, LLC, is a mining and processing company headquartered in Milford, Utah. Purported creditors R.J. Bayer Professional Geologist, LLC; Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC; Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an involuntary petition to put the Company into Chapter 11 bankruptcy (Bankr. D. Utah Case No. 16-24818) on June 2, 2016. Brahma Group, Inc., subsequently joined the petition. On Aug. 4, 2016, the Debtor filed its Notice of Filing Letter to the Consent and Proposed Form of Order, together with a proposed form of Order for Relief, which Order was entered by the Court on the Relief Date. Pursuant to the Order for Relief, CS Mining continues to operate its business and manage its properties as a debtor-in-possession pursuant to Chapter 11 of the Bankruptcy Code. Judge William T. Thurman presides over the case. The Petitioners are represented by Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann, Esq., at Cohne Kinghorn PC. CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016. FTI Consulting, Inc., as restructuring advisor. Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee on Aug. 12, 2016, appointed an Official Committee of Unsecured Creditors. The Committee hired Levene, Neale, Bender, Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local counsel. CSM BAKERY: Bank Debt Trades at 2.82% Off ----------------------------------------- Participations in a syndicated loan under which CSM Bakery Solutions is a borrower traded in the secondary market at 97.18 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.96 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 13. D-M-B CORPORATION: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- D-M-B Corporation requests the U.S. Bankruptcy Court for the District of New Jersey that it be permitted to use 1828 Realty Associates, LLC's cash collateral on an interim basis until the Court can make further determination at a subsequent hearing. An immediate need exists for the Debtor to obtain and use funds in order to continue its operations as Debtor-in-Possession. The Debtor does not have sufficient unencumbered cash or other assets with which to continue to operate its business and manage its affairs without interruption, toward the objective of formulating an effective Plan. The Debtor owns a real property located at the northeast corner of Federal Street and 17th Street, Camden, New Jersey, and South 18th Street, Camden, New Jersey. In addition to the property, the Debtor's assets consist primarily of nominal cash on hand and Debtor's anticipated rent stream. The Debtor is obligated to 1828 Realty under the terms of a Mortgage and Assignment of Leases in the aggregate amount $250,000 as of the Petition Date. The Debtor has acknowledged and agreed that 1828 Realty has collateral security for 1828 Realty's advances, a valid and subsisting mortgage lien on the Property by virtue of the terms of the Mortgage. Through negotiations, 1828 Realty has indicated its consent to the Debtor's use of cash collateral as proposed, from and after the Petition Date. A full-text copy of the Debtor's Application is available at http://bankrupt.com/misc/njb18-15485-4.pdf About D-M-B Corp D-M-B Corporation, a lessor of real estate properties, owns in fee simple interest a vacant commercial lot of approximately two acres located at 1701 Federal Street, Camden, New Jersey, valued at $600,000 (based on broker's opinion). The company also owns an improved commercial lot with warehouse of approximately 6,000 square feet located at 2 S. 18th Street, Camden, New Jersey, valued at $250,000 (based on broker's opinion). D-M-B Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-15485) on March 20, 2018. In the petition signed by Michael DiMedio, president, the Debtor disclosed $1.37 million in assets and $1.28 million in liabilities. Judge Andrew B. Altenburg Jr. presides over the case. DEXTERA SURGICAL: Changes Name to "Dex Liquidating Co." ------------------------------------------------------- Dextera Surgical Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation on April 24, 2018, to effect a change of its name from "Dextera Surgical Inc." to "Dex Liquidating Co." The name change became effective upon the filing of the Amendment. About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a medical device company that designs and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. Founded in 1997 as Vascular Innovations, Inc., the Company changed its name in November 2001 to Cardica, Inc., and in June 2016 to Dextera Surgical Inc. Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for $17.3 million. The Company disclosed $6.53 million in total assets and $14.82 million in total debt as of Sept. 30, 2017. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley LLP as special corporate counsel; JMP Securities, LLC as financial advisor and investment banker; Moss Adams LLP as tax advisor; Arch & Beam Global, LLC and Matthew English as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. No trustee, examiner or official committee has been appointed. DIGICERT PARENT: S&P Cuts Corp. Credit Rating to B-, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Lehi, Utah-based DigiCert Parent Inc. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on DigiCert's revolving credit facility and first-lien term loan to 'B' from 'B+'. The '2' recovery rating on the senior secured facilities is unchanged, indicating our expectation for substantial (70%-90%; rounded estimate of 70%) recovery in the event of a payment default. "We also lowered our issue-level rating on the company's second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating is unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. "The rating action is driven by DigiCert's recent financial performance, which is below our previous base-case assumption, and reflects our view that leverage will now stay above the mid-7x area over the next two years as the company integrates the Symantec acquisition. While the core DigiCert business performed well in 2017 and met our expectations, the Symantec assets struggled in the third quarter and the fourth quarter because of its ongoing conflict with Google. We expected some churn as this business moved to DigiCert from Symantec, but the integration of Symantec assets was delayed, resulting in weak bookings in late 2017 and revenue declines for the pro forma business in 2018. Revenue declines are tied to customers who either preferred to wait instead of renewing contracts with Symantec, or couldn't wait and chose to go to another certificate provider. Also, one-time costs were significantly higher than the company's previous estimates. All of these factors will result in weaker-than-expected financial metrics over the next 12 to 24 months. "The stable outlook reflects our view that despite recent challenges, lower revenue projections, and negative free cash flow in 2018, DigiCert will integrate the Symantec assets over the next 12 months, and will generate revenue growth and positive free cash flow in 2019. "We could lower the rating if DigiCert continues to face challenges in integrating the acquired Symantec assets, as demonstrated by declines in revenue or customer retention, or fails to resolve ongoing disputes with key technology industry players, such that we see continued negative free cash flow generation in 2019 and view liquidity to be less than adequate. "We could consider an upgrade if revenues stabilize, while leverage falls to the low-7x area and free cash flow to debt is sustained around 5% or better. We view this to be unlikely over the next 12 months given continued one-time integration costs through 2018, and our view that improving margins due to synergies and elimination of one-time costs are not expected until 2019." DLS CHICKEN: Taps Denis L. Abramowitz as Accountant --------------------------------------------------- DLS Chicken Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Denis L. Abramowitz CPA PLLC as its accountant. The firm will advise the Debtor regarding its financial affairs during the pendency of its bankruptcy case; prepare monthly operating reports; oversee cash flow monitoring and reporting; act as a liaison with creditor groups; and assist in the preparation of a plan of reorganization. The firm will charge an hourly fee of $395. Denis Abramowitz, a certified public accountant and principal of Abramowitz, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Denis L. Abramowitz Denis L. Abramowitz CPA PLLC 3836 Flatlands Avenue Brooklyn, NY 11234 Phone: (718) 377-1200 About DLS Chicken Corp. DLS Chicken Corp. operates a restaurant under the name "Chirping Chicken" located at 355 Amsterdam Avenue, New York. DLS Chicken sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41455) on March 15, 2018. Judge Carla E. Craig presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. DLS CHICKEN: Taps Morrison Tenenbaum as Legal Counsel ----------------------------------------------------- DLS Chicken 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; and assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Lawrence Morrison $525 Associates $380 Paraprofessionals $175 Morrison Tenenbaum received $16,717 as an initial retainer fee from a third party owner of the Debtor. Lawrence Morrison, Esq., a partner at Morrison Tenenbaum, 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: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Phone: 212-620-0938 Email: lmorrison@m-t-law.com About DLS Chicken Corp. DLS Chicken Corp. operates a restaurant under the name "Chirping Chicken" located at 355 Amsterdam Avenue, New York, New York. DLS Chicken sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41455) on March 15, 2018. Judge Carla E. Craig presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. DPW HOLDINGS: Philou Ventures Buys 25,000 Preferred Shares ---------------------------------------------------------- Philou Ventures, LLC, a Wyoming limited liability company, purchased 25,000 shares of Series B Convertible Preferred Stock of DPW Holdings, Inc. in consideration for $250,000, pursuant to that certain Preferred Stock Purchase Agreement dated March 9, 2017, by and between Philou Ventures and the Company, as disclosed by DPW Holdings in a Form 8-K filed with the Securities and Exchange Commission. The 25,000 Preferred Shares are convertible into 357,143 shares of the Company's common stock in the aggregate based on a $0.70 per share conversion price. In addition, pursuant to the Purchase Agreement and in conjunction with the purchase of the Preferred Shares, Philou Ventures was granted a warrant to purchase 357,143 shares of Common Stock at $0.70 per share. As previously reported on the Company's Current Report on Form 8-K filed with the Commission on Dec. 28, 2017, at the 2017 Annual Meeting of Shareholders of the Company held on Dec. 28, 2017, the Company's shareholders approved the conversion of up to 500,000 shares of the Company's Series B Convertible Preferred Stock and the exercise of warrants to purchase shares of Common Stock in accordance with terms and subject to the conditions set forth in the Purchase Agreement. About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company that, through its wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys' growth strategy targets core markets that are characterized by "high barriers to entry" and include specialized products and services not likely to be commoditized. Coolisys through its portfolio companies develops and manufactures cutting-edge resonant switching power topologies, specialized complex high-frequency radio frequency (RF) and microwave detector-log video amplifiers, very high-frequency filters and naval power conversion and distribution equipment. Coolisys services the defense, aerospace, medical and industrial sectors and manages four entities including Digital Power Corporation, www.DigiPwr.com, a manufacturer based in Northern California, 1-877-634-0982; Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus Technical Distributors, www.Power-Plus.com, a wholesale distributor based in Sonora, CA 1-800-963-0066. Coolisys operates the branded division, Super Crypto Power, www.SuperCryptoPower.com. DPW Holdings reported a net loss of $10.89 million on $10 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of $1.12 million on $7.59 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, DPW Holdings had $30.51 million in total assets, $11.72 million in total liabilities and $18.79 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating 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. DPW HOLDINGS: Philou Ventures Has 14.46% Stake as of April 16 ------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Philou Ventures, LLC and Ault & Company, Inc. disclosed that they beneficially own 6,297,288 shares of common stock of DPW Holdings, Inc., constituting 14.46% (based on 43,562,860 shares of common stock outstanding as of April 16, 2018). Ault & Company is the manager of Philou and in that capacity may be deemed to hold sole voting and dispositive power over 6,297,288 shares of DPW Holding's common stock beneficially owned by Philou. On April 24, 2018, Philou acquired 25,000 of the Issuer's Preferred Shares, which are convertible into 357,143 shares of the Issuer's common stock, and the Warrant to purchase 357,143 shares of the Issuer's common stock exercisable at $0.70 per share, in consideration of $250,000 to the Issuer. A full-text copy of the regulatory filing is available at: https://is.gd/q5Kau1 About DPW Holdings Headquartered in Fremont, California, DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company that, through its wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys' growth strategy targets core markets that are characterized by "high barriers to entry" and include specialized products and services not likely to be commoditized. Coolisys through its portfolio companies develops and manufactures cutting-edge resonant switching power topologies, specialized complex high-frequency radio frequency (RF) and microwave detector-log video amplifiers, very high-frequency filters and naval power conversion and distribution equipment. Coolisys services the defense, aerospace, medical and industrial sectors and manages four entities including Digital Power Corporation, www.DigiPwr.com, a manufacturer based in Northern California, 1-877-634-0982; Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus Technical Distributors, www.Power-Plus.com, a wholesale distributor based in Sonora, CA 1-800-963-0066. Coolisys operates the branded division, Super Crypto Power, www.SuperCryptoPower.com. DPW Holdings reported a net loss of $10.89 million on $10 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of $1.12 million on $7.59 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, DPW Holdings had $30.51 million in total assets, $11.72 million in total liabilities and $18.79 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating 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. DUBLIN MANAGEMENT: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------- Dublin Management Associates of NJ, Inc. t/a Lynch, requests the United States Bankruptcy Court for the District of New Jersey to authorize the use of its cash and accounts through December 31, 2018. A hearing will be held on May 14, 2018 at 10:00 a.m. during which time the Court will consider granting the use of cash collateral. The Debtor believes that M&T Bank has a first-priority security interest on the Debtor's cash and accounts receivable with an outstanding balance of approximately $350,000, and Art Guild has a second-position security interest on Debtor's cash and accounts receivable with an outstanding balance of approximately $562,300. In order for the Debtor to wind-down and liquidate its assets, the Debtor requires the use of cash collateral for the payment of expenses as specifically set forth in the Budget. The Debtor intends to use its cash and accounts in order to continue to wind-down and to pay M&T Bank -- on a monthly basis -- any excess funds that come in from its accounts receivable that the Debtor does not need to operate. The Debtor has prepared a budget detailing its proposed use of cash collateral. The budget shows total cash outlays of $29,112 from April 1 through December 31, 2018. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/njb18-14501-47.pdf About Dublin Management Dublin Management Associates of New Jersey, Inc., doing business as Lynch Industries is in the window and lobby displays and cutouts business. Dublin Management Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14501) on March 7, 2018. In its petition signed by Michael Carrozza, president and CEO, the Debtor disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Hon. Christine M. Gravelle presides over the case. The Debtor hired Albert A. Ciardi, III, Esq., of Ciardi Ciardi & Astin, P.C., as bankruptcy counsel. EARTH PRIDE: Files Proposed 17th Interim Cash Collateral Order -------------------------------------------------------------- Earth Pride Organics, LLC, and Lancaster Fine Foods, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a proposed Seventeenth Interim Order authorizing the use of cash collateral. The Seventeenth Interim Order provides, among others: (a) The Debtors' use of cash collateral will be for the purposes of paying all reasonable and necessary expenses related to the operation of their businesses, including all trust fund payroll and sales taxes, in accordance with the Budget. It is understood that Mike Thompson will not be taking a salary or other form of compensation for the duration of the order. (b) Change Capital Partners Fund I, LLC and Midtown Capital Partners, LLC are granted valid, binding, enforceable and perfected post-petition replacement liens on the Debtors' assets which are created, acquired, or arise after the Petition Date, but limited to only those types and descriptions of collateral, in which they hold a pre-petition lien or security interest, only to the extent of those pre-petition liens and to the extent of any diminution in value of the pre-petition cash collateral. The Replacement Liens will have the same priority and validity as Lenders' respective pre-petition security interests and liens. (c) To the extent of any diminution in value of the pre-petition cash collateral of Loeb Term Solutions LLC, Loeb is granted valid, binding, enforceable and perfected post-petition replacement liens on the Debtors' assets which are created, acquired, or arise after the Petition Date, but limited to only those types and descriptions of collateral in which the Lender holds a pre-petition lien or security interest. The Replacement Liens shall have the same priority and validity as Loeb's prepetition security interests and liens. (d) To the extent the cash collateral use approved hereunder results in the Debtors' using, in the operation of their businesses, machinery and equipment that is subject to liens and security interests in favor of Lenders and Loeb, the Debtors agree to maintain customary insurance policies on, and to continue to maintain and repair, all such machinery and equipment, all consistent with the practices and policies that the Debtors followed prior to the bankruptcy filings. A full-text copy of the Proposed 17th Interim Cash Collateral Order is available at: http://bankrupt.com/misc/paeb17-13816-374.pdf About Earth Pride Organics Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery Supply. Headquartered in Lancaster, Pennsylvania, each EPO subsidiary shares the commonality of specialty food and creates a vertically integrated organization. Lancaster Fine Foods, Inc. -- http://www.lancasterfinefoods.com-- manufactures and sells food, offering barbecue sauces, mustards, salsas, marinades, hot sauces, chutneys, cheese spreads, and other common condiments. Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May 31, 2017, each estimating assets and liabilities between $1 million and $10 million. The petitions were signed by Michael S. Thompson, managing member. Judge Eric L. Frank presides over the bankruptcy cases. Paul Brinton Mashchmeyer, Esq., at Maschmeyer Karalis P.C., serves as the Debtors' bankruptcy counsel. ELAN MEDICAL: Unsecureds to Get $7,500 Per Quarter for 3 Years -------------------------------------------------------------- Elan Medical Corporation filed with the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, a plan of reorganization and accompanying disclosure statement proposing to pay general unsecured creditors, except Jami Coz, quarterly pro rata distributions commencing July 1, 2018, of $7,500 per quarter over a period of three years. Jami Cox will be paid the balance of proceeds from the Debtor's employment practices insurance (estimated at $21,000.00), with the balance of the Allowed Class 4 to be paid as a Class 3 Claim. The Debtor will file a motion to estimate the Cox Class 4 Claim prior to Confirmation. The Plan provides that the existing stock interests of the Debtor's current owners, Dr. Madeline Andrew and Dr. Paul Kivela, will be retained. Dr. Andrew will continue to serve as President of the Reorganized Debtor after confirmation of the Plan. In that capacity she will, among other things, operate the Reorganized Debtor's post-confirmation business and collect sufficient assets to make all distributions under the Plan, and pay all Plan Expenses. The Reorganized Debtor will make the payments due under the Plan from income generated by the Reorganized Debtor's business and potential new value contributions made by the existing Shareholders in the event that the Class 3 and or Class 4 Claims vote to reject the Plan. It is estimated that Allowed Administrative and Priority Claims will not exceed $25,000.00 A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-22713-149.pdf About Elan Medical Corporation Elan Medical Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-22713) on April 24, 2017. In the petition signed by Madeline Andrew, president, the Debtor estimated assets and liabilities of less than $500,000. The Law Offices of Stuppi & Stuppi is the Debtor's legal counsel. ENUMERAL BIOMEDICAL: Wants to Continue Using Cash Until May 31 -------------------------------------------------------------- Enumeral Biomedical Holdings, Inc. (EBHI), Enumeral Biomedical Corp. and Enumeral Securities Corporation seek authorization from the U.S. Bankruptcy Court for the District of Massachusetts for continued use of cash collateral in accordance with the budget for the period through May 31, 2018. The proposed budget through week of May 27, 2018 projects a net cash flow $23,367. The only party known to assert an interest in the Debtors' cash collateral is Intuitive Venture Partners, LLC as collateral agent for holders of 12% Convertible Secured Notes issued by EBHI, on May 19, 2017. The Debtors commenced the Chapter 11 Cases to obtain the highest and best value for substantially all of EBHI's assets either through a cash sale or proposed chapter 11 plan. The Debtors have reach a settlement with Noteholders on the terms of an agreed chapter 11 plan that will maximize value of the assets and require the use of cash collateral during the Chapter 11 Cases for limited expenses necessary to preserve their assets and complete the asset disposition process. The Debtors assure the Court that the cash collateral will be used sparingly under the budget, and all expenses are related to preserving the Debtors' assets. In addition, the Debtors propose granting Venture Partners replacement liens on the same types of post-petition property of the Debtors' estates against which they held liens as of the Petition Date, but only to the extent of any post-petition diminution in the value of the Noteholders' pre-petition collateral resulting from the Debtors' use of the Cash Collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mab18-10280-96.pdf About Enumeral Biomedical Headquartered in Cambridge, Massachusetts, Enumeral Biomedical Holdings, Inc., formerly doing business as Cerulean Group, Inc. -- http://www.enumeral.com/-- is a biopharmaceutical company focused on discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. Its initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immuno-modulatory receptors. Enumeral Biomedical Holdings, Inc., Enumeral Biomedical Corp., and Enumeral Securities Corporation sought for Chapter 11 protection (Bankr. D. Mass. Case Nos. 18-10280 to 18-10282) on Jan. 29, 2018. Kevin G. Sarney, interim president and CEO, signed the petitions. Judge Frank J. Bailey is the case judge for Case Nos. 18-10280 and 18-10281, and Judge Joan N. Feeney is assigned to Case No. 18-10282. At the time of filing, Enumeral Biomedical Holdings disclosed $1.6 million in assets and $2.54 million in debt. Daniel C. Cohn, Esq., and Jonathan Horne, Esq., at Murtha Cullina LLP, serve as the Debtors' counsel. ETERON INC: Seeks Authorization to Use Cash Collateral ------------------------------------------------------ Eteron, Inc., requests the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize and approve its use of Old National Bank's cash collateral for the payment of its ongoing operating expenses as set forth in the Budget. The Debtor currently has no present alternative borrowing source from which it can secure additional funding to operate its business. Thus, the Debtor needs immediate authority to use the cash collateral to fund Debtor's day- to-day operations and ultimately achieve a successful reorganization. The Debtor proposes to use cash collateral for reasonable and necessary business expenses which must be paid in order to maintain and preserve its assets and to continue the operation of its business. The Debtor does not concede that any party has a perfected security interest in cash collateral. However, the Debtor will presume that Old National Bank has a perfected interest. As adequate protection for the use of cash collateral, Debtor contends that based on the approximate value of the Collateral, the Old National Bank's roughly $695,000 equity cushion in its collateral is more than sufficient adequate protection. Although there is a sufficient equity cushion, the Debtor proposes as additional adequate protection monthly payments of $19,000 to be paid pro rata to Old National Bank, Sterling Commercial Credit-Michigan, LLC, the Internal Revenue Service and the State of Michigan. Additionally, the Debtor proposes to grant the Sterling Commercial and Old National Bank a replacement perfected security interest to the extent that they are each already perfected by prepetition security interests under Section 361(2) of the Bankruptcy Code (i) to the extent Old National Bank's cash collateral is used by Debtor, and (ii) to the extent and with the same priority in Debtor's post-petition collateral, and proceeds thereof, that the Old National Bank holds in Debtor's prepetition collateral. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mieb18-45161-12.pdf About Eteron Inc. Eteron, Inc., is a privately-held company in Farmington, Michigan engaged in paint,coating, and adhesive manufacturing. It is affiliated with Sakura, LLC, which sought bankruptcy protection (Bankr. E.D. Mich. Case No. 18-45163) on April 9, 2018. Eteron sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45161) on April 9, 2018. In the petition signed by John C. Kim, II, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Phillip J. Shefferly presides over the case. EXPERIMENTAL MACHINE: Court Approves Disclosure Statement --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has approved the disclosure statement explaining Experimental Machine, Inc.'s amended plan of reorganization. As previously reported by The Troubled Company Reporter, the Amended Plan provides that Class X General Unsecured Creditors will be paid on a pro rata basis from operation revenues as follows: $10,000 per month from March, 2020 until December 2020, and $20,000.00 per month from January 2021 until March 2023. The Debtor will pay interest on unsecured claims at the Treasury rate being .45%. The Debtor estimates total payouts to general unsecured claims will be $640,000.00 which will pay all claims in full. The Debtor also modified the treatment of the claims of other creditors, including Class III creditor, M&T Bank. M&T Bank's claim will be treated as follows: a. The Debtor will pay the Class III holder $6,000 per month for the first nine months after the Effective Date of the Plan beginning on the fifteenth (15th) day of January, 2018 and ending in September, 2018. Beginning in October, 2018, the Debtor will make equal monthly payments of $7,500.00 per month through July, 2019. And beginning in August, 2019, the Debtor will resume its normal monthly prepetition payment amount until the claim is satisfied. b. The holder of the Class III claim will retain its liens in the property of the Debtor, pursuant to its security agreement with the Debtor. c. Payments will be applied to principal on all loans on a pro rata basis. The Debtor may prepay the loan to the Class III creditor, at any time, without penalty or cost to the Debtor. d. From and after the Effective Date, the Reorganized Debtor may apply to the Bankruptcy Court for an order directing any necessary party to execute or deliver or to join in the execution or delivery of any instrument required to affect a transfer of property required under the Plan, and to perform any other act, including the satisfaction of any lien, that is necessary for the consummation of the Plan, pursuant to Section 1142(b) of the Bankruptcy Code. A full-text copy of the Amended Chapter 11 Plan is available at: http://bankrupt.com/misc/mdb16-25294-137.pdf About Experimental Machine Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D. Md. Case No. 16-25294) on Nov. 18, 2016. The Debtor tapped Michael S. Myers, Esq., at Scarlett, Croll & Myers, P.A., as counsel. Clark Machinery Sales, LLC, serves as sales broker and Bruce Caulk, C.P.A., and his firm Naden/Lean, LLC, serves as accountant to the Debtor. FIRST FRUITS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: First Fruits Holdings, LLC dba Four Rivers Onion Packing 8510 Six Forks Road, Suite 102 Raleigh, NC 27615-3257 Business Description: First Fruits Holdings, LLC dba Four Rivers Onion Packing is a North Carolina company in the business of purchasing, packing and reselling onions. Four Rivers has been packing onions since 1976. The Company's onions are sold to consumers across the country and also shipped to markets such as Korea and Japan on occasion. http://fourriversonion.com/ Chapter 11 Petition Date: April 27, 2018 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Case No.: 18-02135 Judge: Hon. David M. Warren Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Joseph Z. Frost, Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 E-mail: efile@stubbsperdue.com Total Assets: $4.51 million Total Liabilities: $5.27 million The petition was signed by John T. Fowler, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb18-02135.pdf FLORENCE HOSPITAL: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Florence Hospital at Anthem, LLC 4545 N. Hunt Highway Florence, AZ 85132 Case Number: 18-04537 Type of Business: Florence Hospital at Anthem -- http://www.fhanthem.com-- is a general acute-care hospital with 36-beds and provides a full range of diagnostic care including digital X-ray, CT scan, MRI, ultrasound, ECHO ultrasound and nuclear medicine. Florence Hospital opened on March 8, 2012. Involuntary Chapter 11 Petition Date: April 25, 2018 Court: United States Bankruptcy Court District of Arizona (Tucson) Petitioners' Counsel: Philip G. Mitchell, Esq. THE CAVANAGH LAW FIRM 1850 Central Ave., Ste 2400 Phoenix, AZ 85004 Tel: 602-322-4145 Email: pmitchell@cavanaghlaw.com Creditors who signed the Involuntary Petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Wes Richardson Wages $20,250 6012 North 2nd Avenue Phoenix, AZ 85013 Timothy Johns Wages $23,400 5656 South Power Road Gilbert, AZ 85295 Zubair Tahir Wages $3,000 5656 South Power Road Gilbert, AZ 85295 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/azb18-04537.pdf FORASTERO INC: Taps Richard R. Robles as Legal Counsel ------------------------------------------------------ Forastero, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire the Law Offices of Richard R. Robles, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm received an initial retainer in the sum of $16,717 from the Debtor. Nicholas Rossoletti, Esq., a member of Robles, disclosed in a court filing that he and his firm do not represent any interests adverse to the Debtor and its estate. The firm can be reached through: Richard R. Robles, Esq. Nicholas G. Rossoletti, Esq. Law Offices of Richard R. Robles, P.A. 905 Brickell Bay Drive, Suite 228 Miami, FL 33131 Tel: (305) 755-9200 Fax: (305) 755-9270 E-mail: rrobles@roblespa.com nrossoletti@roblespa.com About Forastero Inc. Forastero, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13397) on March 23, 2018. In the petition signed by Marie C. Vallejo, authorized representative, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert A. Mark presides over the case. FRANKLIN ACQUISITIONS: Trustee Taps AREA Properties as Broker ------------------------------------------------------------- Ronald Ingalls, Chapter 11 trustee for Franklin Acquisitions LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a real estate broker. The trustee proposes to employ AREA Properties, Inc. in connection with the sale of its real estate properties. The firm will be paid commissions for the sale of the properties according to this arrangement: Commission Gross Sales Price ---------- ----------------- 15% $0 up to $10,000 10% $10,001 to $30,000 6% Greater than $30,000 Mark Hall, owner of AREA, disclosed in a court filing that he does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Mark L. Hall AREA Properties, Inc. 13123 Madrone Mountain Way Austin, TX 78737 Phone: (512) 656-2122 Fax: (512) 301-2895 About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott presides over the case. The Debtor hired Maynez Law as its legal counsel. FREMONT-RIDEOUT HEALTH: Moody's Withdraws B1 Rating on 2011 Bonds ----------------------------------------------------------------- Moody's Investors Service has withdrawn the B1 rating on Fremont-Rideout Health Group's Series 2011 bonds due to debt restructuring. This action affects approximately $112 million of rated debt. Moody's has withdrawn the rating because of a debt restructuring. FRONT STREET VENTURES: Unsecureds to Get 1% Over 5 Years -------------------------------------------------------- Front Street Ventures, LLC's initial Plan and an accompanying Disclosure Statement were filed on Jan. 6, 2018, and a hearing to approve the Disclosure Statement, Ballot, and set a schedule for a hearing on plan confirmation were scheduled on Feb. 7, 2018. Objections to the Disclosure Statement were filed by PNC and Celtic on Jan. 22, 2018, and PNC Bank, National Association, also objected to the ballot form and the proposed order for plan voting procedures as too protracted. At the hearing to consider the approval of the Disclosure Statement on February 7, 2018, the Debtor agreed to file an Amended Plan and Disclosure Statement to attempt to satisfy at least some of the Objections raised, by February 21, 2018, and the hearing to consider the Amended Disclosure Statement to be produced, represented by the within document, was rescheduled on February 28, 2018, which the court suggested might be the last continuance granted, and that it might consider dismissal of this case at that time. Myles J. Hannigan, the managing partner of the Debtor, has expressed a willingness to further revise the Plan to render it more palatable to PNC and Celtic Bank Corporation. The Debtor's Amended Plan, unlike the original Plan, contains deadlines for the Debtor to obtain refinancing and then to proceed to a sale of its Property if the refinancing is not obtained by September 1, 2019. These provisions are intended to provide the secured creditors with comfort that the Debtor will not delay in the process to pay off these claims in full, since the though the Debtor also proposes to make payments to these creditors in the interim period when the refinancing and sale in a private market if all else fails is pursued. Like the original planl, the Amended Plan contains five classes of impaired creditors. All claims were scheduled as disputed except the claims of the Debtor's tenants in the Property. Priority and administrative claims were not classified. No administrative tax claim have been filed, as the Debtor's income taxes are paid by the Hannigans. Only annual real estate taxes of $9885/year must be paid during the duration of the case. The Debtor has filed the Initial United States Trustee's Report and Monthly Reports through December, 2017. Quarterly Trustee's fees of about $3000 are anticipated. A retainer of $7500 has been paid to the Debtor's counsel. It is anticipated that such fees will not exceed $25,000. No other professionals have been retained, as the Hannigans can perform the Debtor's accounting services. The unsecured portion of the Class Four claim and any remaining Class Five claims will be paid one (1 %) of their claims over a period of five years. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-17047-78.pdf Copies of the Debtor's income statement for the 12-months ended Dec. 31, 2017, and Dec. 31, 2018, are available at: http://bankrupt.com/misc/paeb17-17047-80.pdf About Front Street Ventures Front Street Ventures, LLC, filed pro se a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-17047), on Oct. 18, 2017. In the petition signed by Myles J. Hannigan, managing partner, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. FTTE LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of FTTE, LLC, as of April 26, according to a court docket. About FTTE, LLC FTTE, LLC, based in Punta Gorda, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00841) on Feb. 2, 2018. The petition was signed by Terry J. Cooke, manager of Taurus Adventure Mgt LLC, as manager of the Debtor. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Richard A. Johnston, Jr., Esq., at Johnston Law, PLLC, serves as bankruptcy counsel to the Debtor. FUTURE DIE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Future Die Cast & Engineering, Inc. 50450 Wing Drive Shelby Twp., MI 48315 Business Description: Future Die Cast & Engineering, Inc. owns an automotive shop in Shelby Township, Michigan. The Company manufactures tooling and machined castings for high pressure die cast prototypes. The company also engages in producing tooling and machined castings for low to medium volume production and service parts manufacturing. Chapter 11 Petition Date: April 27, 2018 Case No.: 18-46210 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Mark A. Randon Debtor's Counsel: Geoffrey T. Pavlic, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Rd., Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 Email: pavlic@steinbergshapiro.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mason Richardson, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb18-46210_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb18-46210.pdf GABRIEL RUBERO: Taps Atty. Carlos Calderon as Bankruptcy Counsel ---------------------------------------------------------------- Gabriel Rubero Enterprises Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Carlos Calderon, Esq., to give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors in the formulation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Mr. Calderon charges an hourly fee of $180. He received a retainer in the sum of $3,000. In a court filing, Mr. Calderon disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Calderon can be reached through: Carlos M. Calderon Galeria I 201 Avenue, Arterial Hostos, Suite 202 San Juan, PR 00918 P.O. Box 193881 San Juan, PR 00919 Tel: (787) 763-3311 Fax: (787) 764-8072 E-mail: calderon@cmcglaw.com info@cmcglaw.com About Gabriel Rubero Enterprises Gabriel Rubero Enterprises Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01315) on March 12, 2018. GETCHELL AGENCY: Trustee Hires Thompson Bowie as Special Counsel ---------------------------------------------------------------- Nathaniel R. Hull, the Chapter 11 trustee of The Getchell Agency, seeks authority from the U.S. Bankruptcy Court for the District of Maine to employ Thompson Bowie & Hatch LLC, as special counsel to the Trustee. On February 20, 2018, Keith B. Hafford, a former employee of the Debtor, filed a complaint with the Maine Human Rights Commission ("MHRC") against the Debtor. The complaint alleges matters occurring between April 8, 2015 and Oct. 6, 2017 (the "Hafford Complaint"). On March 5, 2018, Hannah R. Langworthy, a former employee of the Debtor, filed a complaint with the Maine Human Rights Commission ("MHRC") against the Debtor. The complaint alleges matters occurring on or about July 23, 2017 (the "Langworthy Complaint" and, with the Hafford Complaint, the "Complaints"). The Trustee submitted both Complaints to the Debtor's applicable insurance carrier, the Chubb Group of Insurance Companies ("Chubb"). The Trustee requires Thompson Bowie to: a. represent, assist, and advise the Trustee with respect to the Complaints, including the defense and compromise thereof; and b. perform such other legal services for the Trustee and the estate as may be required and are in the best interest of the estate with respect to the Complaints. Thompson Bowie will be paid at these hourly rates: Partners $250 Associates $190 to $210 Paralegals $100 Thompson Bowie will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul C. Catsos, member of Thompson Bowie & Hatch, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Thompson Bowie can be reached at: Paul C. Catsos, Esq. THOMPSON BOWIE & HATCH LLC 415 Congress Street Portland, ME 04112-4630 Tel: (207) 774-2500 Fax: (207) 774-3591 About The Getchell Agency Headquartered in Bangor, Maine, The Getchell Agency is a Residential Section 21 Funded Care Agency, licensed by the State of Maine to house and provide support services for approximately 65 adults living with physical, emotional and cognitive disabilities in residential care facilities of mobile or modular homes located in Bangor, Maine. Getchell Agency filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016. In the petition signed by Rena J. Getchell, its president, the Debtor estimated under $50,000 in assets and between $1 million and $10 million in liabilities. The Debtor hired Strout & Payson as bankruptcy counsel; Curtis Thaxter, LLC and Rudman Winchell as special counsel; and Purdy Powers & Co. as financial consultant. On Nov. 29, 2017, Nathaniel R. Hull was appointed the Debtor's Chapter 11 trustee. The Trustee hired Verrill Dana LLP as his legal counsel; Thompson Bowie & Hatch LLC, as special counsel. GETHSEMANE MINISTRIES: Taps Calaiaro Valencik as Legal Counsel -------------------------------------------------------------- Gethsemane Ministries, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Calaiaro Valencik as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Donald Calaiaro $375 David Valencik $325 Michael Kaminski $350 Staff Attorney $250 Paralegal $100 Calaiaro Valencik received a retainer from the Debtor in the sum of $1,750, of which $1,717 was used to pay the filing fee. Donald Calaiaro, Esq., the attorney who will be handling the case, does not represent any interests adverse to the Debtor's estate, according to court filings. The firm can be reached through: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. Michael Kaminski, Esq. Calaiaro Valencik 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Phone: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com dvalencik@c-vlaw.com mkaminski@c-vlaw.com About Gethsemane Ministries Gethsemane Ministries, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-20775) on March 1, 2018. In the petition signed by Reverend Sylvester Howard, authorized representative, the Debtor estimated assets of less than $1 million and liabilities of less than $100,000. Judge Jeffery A. Deller presides over the case. GILBERT HOSPITAL: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Gilbert Hospital, LLC 5656 South Power Road Gilbert, AZ 85295 Case Number: 18-04557 Type of Business: Gilbert Hospital opened in February, 2006 and was the first full service, acute care hospital in the Town of Gilbert. The Hospital is open 24 hours a day, seven days a week and offers a complete array of hospital services. Gilbert Hospital is is an affiliate of Florence Hospital at Anthem, LLC. Visit http://www.gilberter.comfor more information. Involuntary Chapter 11 Petition Date: April 25, 2018 Court: United States Bankruptcy Court District of Arizona (Phoenix) Petitioning Creditor: David Gottlieb, Creditor Trustee of GH USC Trust C/O Brinkman Portillo Ronk, APC 4333 Park Terrace, Suite 205 Westlake Village, CA 91361 Tel: 818-597-2992 Total Amount of Petitioner's Claim: $1.91 million Petitioner's Counsel: Daren R. Brinkman, Esq. BRINKMAN PORTILLO RONK, APC 4333 Park Terrace Dr. Ste. 205 Westlake Village, CA 91361 Tel: 818-597-2992 Fax: 818-597-2998 Email: daren@brinkmanlaw.com - and - Keith L. Hendricks, Esq. MOYES SELLERS & HENDRICKS 1850 N. Central Ave., Suite 1100 Phoenix, AZ 85004 Tel: 602-604-2120 Email: khendricks@law-msh.com| A full-text copy of the Involuntary Petition is available at: http://bankrupt.com/misc/azb18-04557.pdf GLASGOW EQUIPMENT: Hires Timothy H. Kenney as Special Counsel ------------------------------------------------------------- Glasgow Equipment Service, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Timothy H. Kenney, P.A., as special lease transaction counsel to the Debtor. Glasgow Equipment requires Timothy H. Kenney to: a. advise the Debtor regarding all transactional matters relating to locating, negotiating, and closing on the lease and any subsequent real property leases over the Debtor's real property located at 1750 Hill Avenue, West Palm Beach, Florida; b. advise the Debtor of the requirements of all applicable law pertaining to leases; and c. prepare and review of any required additional documents pertaining to the leases. Timothy H. Kenney will be paid at the hourly rate of $325. Timothy H. Kenney will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy H. Kenney, partner of Timothy H. Kenney, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Timothy H. Kenney can be reached at: Timothy H. Kenney, Esq. TIMOTHY H. KENNEY, P.A. 120 Butler Street, Suite B West Palm Beach, FL 33407 Tel: (561) 833-8773 About Glasgow Equipment Service Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/ -- is a pollutant storage systems contractor serving the petroleum equipment needs of South Florida by offering design, installation and servicing of fuel storage and dispensing systems. The Company is an all-inclusive fuel storage tank and fuel dispenser supplier with the ability to provide service, retail sales, repair parts, above ground tank installation, underground tank installation, technician training, maintenance and support aviation fuel systems and storage. The Company is headquartered in West Palm Beach, Florida. Glasgow Equipment Service filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb. 14, 2018. In the petition signed by Peter H. Ward, president, the Debtor disclosed $3 million in assets and $2.63 million in liabilities. The Hon. Paul G. Hyman, Jr., presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. Timothy H. Kenney, P.A., as special counsel. GLATFELTER (P.H.) CO: S&P Affirms 'BB+' CCR, Outlook Stable ----------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Glatfelter (P.H.) Co. The outlook is stable. The affirmation of S&P's 'BB+' corporate credit rating on Glatfelter reflects the company's position as a modest-size paper producer focused on niche markets but with leading market positions for many of its products. The company's product base is highly diverse within the paper segment, with many subject to different economic cycles and growth prospects. The stable outlook reflects S&P Global Ratings' view that Glatfelter will maintain conservative financial policies that provide flexibility to pursue investments in more profitable, higher-growth products to offset the secular decline in the company's specialty papers segment. The company's leverage is 3x, but we expect it to improve to below 3x by the end of 2018. S&P said, "We see limited downside to the rating given Glatfelter's history and conservation of prudent leverage, the company's strong liquidity profile, and our expectation of stable performance over the next 12 months. We could lower our rating if leverage increased such that we expected it to be sustained above 3x, which could occur if forecast EBITDA declined in excess of 15% as a result of lower than expected volume and price increases. We could also lower the rating depending upon the execution and outcome of the strategic alternatives for the company's specialty paper businesses. "We consider an upgrade unlikely over the next 12 months given Glatfelter's smaller size than that of investment-grade rated peers. Also given the company's announcement of its review of strategic alternatives for the specialty papers business, which is 50% of revenues, we view an upgrade as even more unlikely until a decision is made on that segment." GNC HOLDINGS: Adjourns Special Meeting of Stockholders Until May 9 ------------------------------------------------------------------ GNC Holdings, Inc.'s special meeting of stockholders scheduled for and convened on April 25, 2018 was adjourned until 10:00 a.m., Eastern Time, on May 9, 2018 at the Omni William Penn, 530 William Penn Place, Sternwheeler Room, Pittsburgh, Pennsylvania 15219 to allow additional time to solicit proxies and obtain a quorum for the meeting. The Company noted that while a substantial majority (over 92%) of the proxies received to date authorized a vote in favor of the issuance of convertible preferred shares to Harbin Pharmaceutical Group Holdings Co., Ltd in connection with Hayao's strategic investment in the Company, holders of only approximately 36% of the outstanding shares of the Company's common stock have submitted proxies to vote at the Special Meeting. Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the shares present (in person or by proxy) and entitled to vote at the Special Meeting. However, the necessary quorum of a majority of the outstanding shares of the Company's common stock has not been established for the Special Meeting. In addition to noting the initial indication of shareholder support, GNC also noted that leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recommend shareholders vote "FOR" the Share Issuance Proposal. During the adjournment period, the Company will continue to solicit proxies from its stockholders with respect to the Share Issuance Proposal. Only stockholders of record on the record date of March 23, 2018, are entitled to and are being requested to vote. If a stockholder has previously submitted its proxy card and does not wish to change its vote, no further action is required by that stockholder. The Share Issuance Proposal is described in further detail in the proxy statement filed with the Securities and Exchange Commission on March 26, 2018 and mailed to stockholders on or about March 26, 2018. No changes have been made in the proposal to be voted on by stockholders at the Special Meeting. The Company's proxy statement and any other materials filed by the Company with the SEC remain unchanged and can be obtained free of charge at the SEC's website at www.sec.gov. GNC encourages all stockholders that have not yet voted to vote their shares by 11:59 p.m., Eastern Time, on Tuesday, May 8, 2018. If you have not voted, or have misplaced your proxy materials or are uncertain if you have voted all the shares you are entitled to vote please see "How You Can Vote," below. Every single vote counts. How You Can Vote Stockholders of Record You may vote by proxy in any of the following three ways: 1. Internet. Go to www.proxyvote.com to use the Internet to transmit your voting instructions. Have your proxy card in hand when you access the website. The new deadline for voting online is 11:59 p.m. EST on Tuesday, May 8, 2018. 2. Phone. Call 1-800-690-6903 using any touch-tone telephone to transmit your voting instructions. Have your proxy card in hand when you call. 3. Mail. Mark, sign and date your proxy card and return it in the postage-paid envelope the Company has provided, or return it in your own envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Voting by any of these methods will not affect your right to attend the Special Meeting and vote in person. However, for those who will not be voting in person at the Special Meeting, your final voting instructions must be received by no later than 11:59 p.m., Eastern Time, on May 8, 2018. All stockholders of record as of the Record Date may attend the Special Meeting and vote in person. Stockholders will need to present proof of ownership of our Common Stock as of the Record Date, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the Special Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Special Meeting. Beneficial Owners Most of the Company's stockholders hold their shares through a broker, bank or other nominee, rather than directly in their own name. If you hold your shares in one of these ways, you are considered the beneficial owner of shares held in street name, and the proxy materials were forwarded to you by your broker, bank or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote. Your broker, bank or nominee enclosed a voting instruction form for you to use in directing the broker, bank or nominee on how to vote your shares. If you hold your shares through an NYSE member brokerage firm, that member brokerage firm does not have the discretion to vote shares it holds on your behalf without instructions from you with respect to the Share Issuance Proposal. The Board of Directors of the Company recommends that the Company's stockholders vote "FOR" the Share Issuance Proposal. About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global specialty health, wellness and performance retailer. GNC connects customers to their best selves by offering an assortment of heath, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. This assortment features proprietary GNC and nationally recognized third-party brands. GNC's diversified, multi-channel business model generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of Dec. 31, 2017, GNC had approximately 9,000 locations, of which approximately 6,700 retail locations are in the United States (including approximately 2,400 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries. GNC Holdings incurred a net loss of $148.85 million in 2017 compared to a net loss of $286.25 million in 2016. As of Dec. 31, 2017, GNC Holdings had $1.51 billion in total assets, $1.67 billion in total liabilities and a total stockholders' deficit of $161.99 million. * * * In February 2018, S&P Global Ratings raised its corporate credit rating on the Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings to 'CCC+' from 'SD'. S&P also placed all ratings on CreditWatch with negative implications. "The upgrade reflects our view that GNC's maturity profile will improve upon completion of the proposed refinancing transactions," S&P said. GULF COAST MEDICAL: Hires Dal Lago Law as Counsel ------------------------------------------------- Gulf Coast Medical Park, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Dal Lago Law, as counsel to the Debtor. Gulf Coast Medical requires Dal Lago Law to: a. provide the Debtor with legal advice and counsel with respect to its (i) rights, duties, and powers in this Case, and (ii) compliance with the Bankruptcy Code, Bankruptcy Rules, the Local Rules of the Court, and all Orders that are issued by the Bankruptcy Court; b. negotiate with the Debtor's secured lender to obtain use of cash collateral; c. prepare, on behalf of the Debtor, all necessary pleadings, motions, applications, reports, and other legal papers as may be necessary in furtherance of the Debtor's interests and objectives in the Case; d. prosecute and defend any causes of action on behalf of the Debtor where special counsel is deemed unnecessary; e. assist in the formulation of a plan of reorganization, and accompanying disclosure statement, and advise the Debtor with regard to same; f. assist the Debtor in considering and requesting the appointment of a trustee or examiner, should such action become necessary; g. consult with the Office of the U.S. Trustee concerning the administration of the Debtor's estate; h. represent the Debtor in hearings and other judicial proceedings; and i. perform such other legal services as may be required, and as are deemed to be in the best interest of the Debtor, in accordance with the powers and duties afforded to the Debtor under the Bankruptcy Code. Dal Lago Law will be paid at these hourly rates: Attorneys $370 Paraprofessionals $125 Prior to the commencement of the bankruptcy case, Dal Lago Law received a prepetition retainer payment from the Debtor's principal in the amount of $11,320.50. In addition, prior to filing the bankruptcy case, Dal Lago Law also received payment, separate from the Retainer, for the prepetition work performed by Dal Lago Law in the amount of $3,680. Dal Lago Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael R. Dal Lago, a partner at Dal Lago Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dal Lago Law can be reached at: Michael R. Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: 239-571-6877 E-mail: mike@dallagolaw.com About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano presides over the case. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel. GULF FINANCE: Bank Debt Trades at 8.25% Off ------------------------------------------- Participations in a syndicated loan under which Gulf Finance LLC is a borrower traded in the secondary market at 91.75 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.47 percentage points from the previous week. Gulf Finance pays 525 basis points above LIBOR to borrow under the $1.15 billion facility. The bank loan matures on August 25, 2023. 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 13. HAGGEN HOLDINGS: Bifferato Named Mediator in Select-A-Vision Case ----------------------------------------------------------------- HH Liquidation, LLC's official committee of unsecured creditors and Select-A-Vision, Inc. signed a stipulation, which provides for the appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm as mediator in a case (Adv. Proc. No. 17-51177) filed by the committee against the company. Select-A-Vision, Inc. is represented by: Curtis A. Hehn, Esq. Law Office of Curtis A. Hehn 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 294-2591 Facsimile: (302) 351-7214 Email: curtishehn@comcast.net 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 15-11879) 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 seven creditors to the 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. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Cyma Orchids Case ------------------------------------------------------------------ HH Liquidation, LLC's official committee of unsecured creditors and Cyma Orchids Corporation signed a stipulation, which provides for the appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm, as mediator in a case (Adv. Proc. No. 17-51067) filed by the committee against the company. Cyma Orchids is represented by: Curtis A. Hehn, Esq. Law Office of Curtis A. Hehn 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 294-2591 Facsimile: (302) 351-7214 Email: curtishehn@comcast.net 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 15-11879) 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 seven creditors to the 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. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Peet's Case ------------------------------------------------------------ HH Liquidation, LLC's official committee of unsecured creditors and Peet's Coffee & Tea, LLC signed a stipulation, which provides for the appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm as mediator in a case (Adv. Proc. No. 17-51172) filed by the committee against the company. Peet's Coffee is represented by: Curtis A. Hehn, Esq. Law Office of Curtis A. Hehn 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 294-2591 Facsimile: (302) 351-7214 Email: curtishehn@comcast.net 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 15-11879) 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 seven creditors to the 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. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Real Soda Case --------------------------------------------------------------- HH Liquidation, LLC's official committee of unsecured creditors and Real Soda In Real Bottles, Ltd. signed a stipulation, which provides for the appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm as mediator in a case (Adv. Proc. No. 17-51165) filed by the committee against the company. Real Soda is represented by: Matthew P. Austria Austria Shrum LLC 1201 N. Orange Street, Suite 502 Wilmington, DE 19801 Telephone: (302) 521-5197 Facsimile: (302) 543-6386 Email: maustria@austriashrum.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 15-11879) 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 seven creditors to the 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. HAGGEN HOLDINGS: Ian Bifferato Named Mediator in SEMP Case ---------------------------------------------------------- HH Liquidation, LLC's official committee of unsecured creditors and Superior Electrical, Mechanical & Plumbing Inc. signed a stipulation, which provides for the appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm as mediator in a case (Adv. Proc. No. 17-51148) filed by the committee against the company. Superior Electrical is represented by: Curtis A. Hehn, Esq. Law Office of Curtis A. Hehn 1007 N. Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 294-2591 Facsimile: (302) 351-7214 Email: curtishehn@comcast.net 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 15-11879) 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 seven creditors to the 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. HANISH LLC: Unsecureds to Get 36% Under Liquidating Plan -------------------------------------------------------- Hanish, LLC, filed with the U.S. Bankruptcy Court for the District of New Hampshire a fourth amended Chapter 11 plan of liquidation and accompanying disclosure statement providing for the sale of the 59-unit hotel operating as Fairfield Inn and Suites by Marriott in a manner that pays lender Phoenix REO, LLC, on its mortgages and provides for dividend up to 36% for general unsecured claims and up to 100% for the Lender's secured claim. Other "general" creditors, which total $278,465.70 (including the avoided preference), will be paid from the recovery of a $200,000.00 preference claim due from JHM. The approximate dividend, reduced by administrative expenses of approximately $100,000.00, will be 0.36 cents on the dollar. These funds would also be distributed to general creditors. Phoenix will not participate in such distribution. U.S. Trustee Objection The U.S. Trustee complained that it is unclear whether the Debtor has a policy prohibiting the transfer of personally identifiable information, and if so, whether the sale of its customer list is consistent with such policy under 11 U.S.C. Section 363(b)(1). The U.S. Trustee asserted that the Disclosure Statement should be amended to clarify whether the Debtor had a privacy policy in effect on the date of the commencement of the case that would make 11 U.S.C. Section 363(b)(1) applicable to the proposed sale. If such a policy was in effect, additional information is required to determine whether the sale is consistent with the terms of the policy pursuant to 11 U.S.C. Section 363(b)(1)(A) and/or whether the appointment of a consumer privacy ombudsman is required. A full-text copy of the Fourth Amended Disclosure Statement is available at: http://bankrupt.com/misc/nhb16-10602-336.pdf About Hanish, LLC Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by Marriott in Hooksett, N.H. The Company sought Chapter 11 protection (Bankr. D.N.H. Case No. 16-10602) on April 26, 2016, and is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC. In the petition signed by Nayan Patel, managing member, the Debtor estimated its assets and debt at $1 million to $10 million at the time of the filing. Judge Bruce A. Harwood presides over the case. HOVNANIAN ENTERPRISES: Amends Terms of Private Exchange Offer ------------------------------------------------------------- Hovnanian Enterprises, Inc.'s wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., has amended certain terms of its previously announced private offer to exchange any and all of the Issuer's $440.0 million outstanding 10.000% Senior Secured Notes due 2022 and $400.0 million outstanding 10.500% Senior Secured Notes due 2024 for the Issuer's newly issued 3.0% Senior Notes due 2047 and concurrent solicitation of consents with respect to the Existing 2022 Notes. The Issuer has amended the definition of "Minimum Exchange Condition" for the Exchange Offer to mean that at least $50.0 million in aggregate principal amount of the Existing Notes shall have been validly tendered (and not validly withdrawn prior to the Withdrawal Deadline) prior to the Early Tender Deadline. The amendments also extend each of (i) the deadline for tendering Existing Notes (and, if applicable, delivering consents) in order to receive the exchange consideration of $1,400 principal amount of New Notes for each $1,000 principal amount of Existing Notes validly tendered and accepted in the Exchange Offer on the Early Settlement Date and (ii) the deadline for withdrawing tendered Existing Notes (and, if applicable, revoking consents) to 5:00 p.m., New York City time, on April 27, 2018, unless extended. Existing Notes tendered may be withdrawn at any time prior to the Withdrawal Deadline, but not thereafter, unless required by applicable law. Assuming that the conditions to the Exchange Offer are satisfied or waived, the Issuer intends for the "Early Settlement Date" to be April 30, 2018, unless otherwise designated by the Issuer. As of 5:00 p.m., New York City time, on April 23, 2018, the Issuer had received valid tenders in an aggregate principal amount that would satisfy the Minimum Exchange Condition. Such tendered Existing Notes remain subject to withdrawal rights to the Withdrawal Deadline. The Exchange Offer will expire at 11:59 p.m., New York City time, on May 3, 2018, unless extended or earlier terminated by the Issuer. In order to receive the Exchange Consideration on the Early Settlement Date, eligible holders must validly tender their Existing Notes prior to the Early Tender Deadline. Eligible holders who validly tender their Existing Notes after the Early Tender Deadline but on or prior to the Expiration Time will receive the Exchange Consideration on the Final Settlement Date. Assuming that the conditions to the Exchange Offer are satisfied or waived, the "Final Settlement Date" will be promptly after the Expiration Time and is expected to be the business day after the Expiration Time. The Exchange Offer and Existing 2022 Notes Consent Solicitation remain conditioned upon the other conditions set forth in the Confidential Offering Memorandum, dated April 6, 2018, and in the related Letter of Transmittal and Consent, and, other than the amendments described above (including the amendment of the Minimum Exchange Condition), the other terms and conditions of the Exchange Offer and Existing 2022 Notes Consent Solicitation as set forth in the Exchange Offer Documents remain unchanged. Global Bondholder Services Corporation is serving as the exchange agent, tabulation agent and information agent for the Exchange Offer and Existing 2022 Notes Consent Solicitation. Any question regarding procedures for tendering Existing Notes and delivering consents in the Existing 2022 Notes Consent Solicitation and requests for copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation by phone at 866-470-4300 (toll free) or 212-430-3774. The Exchange Offer is being made within the United States only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-U.S. investors. The New Notes have not been and will not be registered under the Securities Act, or any state securities laws. The New Notes may not be offered or sold within the United States or to U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, is headquartered in Matawan, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, a net loss of $2.81 million for the year ended Oct. 31, 2016, and a net loss of $16.10 million for the year ended Oct. 31, 2015. As of Jan. 31, 2018, Hovnanian had $1.64 billion in total assets, $2.13 billion in total liabilities and a total stockholders' deficit of $491.18 million. * * * In February 2018, Moody's Investors Service upgraded Hovnanian Enterprises, Inc. Corporate Family Rating to "Caa1" from "Caa2" as the company has made strides in reducing its near-to-midterm refinancing risk and Moody's believes that Hovnanian generates sufficient unleveraged free cash flow to cover its interest burden in the next 12-18 months. In April 2018, S&P Global Ratings lowered its corporate credit rating on Hovnanian Enterprises to 'CC' from 'CCC+'. The downgrade follows Hovnanian's announcement of a proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes for newly issued 3% senior notes due 2047, a proposed exchange offering that S&P views as a distressed exchange, if completed. In April 2018, Fitch downgraded Hovnanian Enterprises' Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it has offered to exchange any and all of its existing 10% senior secured notes due 2022 and 10.5% senior secured notes due 2024 for new 3% senior secured notes due 2047. HUSA INC: Taps Dill Dill as Special Counsel ------------------------------------------- HUSA, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Dill, Dill, Carr, Stonbraker and Hutchings, P.C., as special counsel. The firm will represent the company and its affiliates in matters related to Colorado alcohol licensing. Stephen Lee, Esq., shareholder of Dill and the attorney expected to provide the services, charges an hourly fee of $350. Paralegals charge $150 per hour. The firm charges a flat rate of $350 to prepare and file the annual licensing renewal applications. In addition to this flat rate for the attorney's fees, the Debtors will need to pay the state and local license renewal fees totaling $2,475 to the governmental regulatory boards. Mr. Lee disclosed in a court filing that the firm's attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Dill can be reached through: Stephen M. Lee, Esq. Dill, Dill, Carr, Stonbraker and Hutchings, P.C. 455 Sherman St., Suite 300 Denver, CO 80203 Phone: (303) 777-3737 Fax: (303) 777-3823 E-mail: slee@dillanddill.com 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 Debtors tapped Guideboat Advisors, LLC, as financial investment advisor and asset sale broker; and Marilyn C. Anderson, PC ass accountant. INFILTRATOR WATER: S&P Alters Outlook to Pos. & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Old Saybrook, Conn.-based Infiltrator Water Technologies LLC to positive from stable and affirmed its 'B' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's revolver and first-lien term loan. The '3' recovery rating remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a default. "The positive outlook reflects our expectation that IWT will maintain its strong operating performance by organically increasing its sales while sustaining stable EBITDA margins. We believe that the company's sales will increase by the high single digit percent area in the next 12 months on market share gains and positive momentum in the residential construction and repair and remodeling industries. Additionally, we now believe IWT will reduce its adjusted debt leverage to about 3.8x as of the end of 2018, which compares with our previous expectation that the company would maintain leverage of more than 4.0x. This change in our expectations is primarily due to our belief that IWT will experience higher-than-expected EBITDA growth of about 9% over the next 12 months while repaying some of its debt. Over the past year, the company has paid back $10 million, including scheduled amortization and other debt repayment and we expect the company to repay additional $4.3 million in 2018. This combination of an improved operating performance and reduced debt leverage has improved the company's credit measures and we expect it to sustain these improvements going forward. We now expect that IWT's fully adjusted debt-to-EBITDA will be 3.8x for fiscal year 2018 while it maintains EBITDA margins of more than 30%. "The positive outlook on IWT reflects our expectation that the company will continue to grow organically as system installers convert from traditional stone and pipe septic systems to its plastic leach field and tank products. We expect the company to maintain adjusted EBITDA margins of greater than 30% even as its input costs increase moderately and it makes investments for new product development. Furthermore, we anticipate that the company will reduce its adjusted leverage to about 3.8x as of the end of 2018." INFINITE SERVICES: Final Cash Collateral Order Entered ------------------------------------------------------ Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia has entered a final order authorizing Infinite Services & Solutions, Inc. to use cash collateral. Branch Banking and Trust Company (BB&T) asserts a claim in the approximate amount of $408,764. In order to provide adequate protection to BB&T for the Debtor's use of cash collateral, the Debtor will pay to BB&T an adequate protection payment equal to the monthly principal and interest payment at the non-default rate under the pre-petition promissory note, in the amount of $5,066.33 per month. The Debtor also grants BB&T a valid and properly perfected first priority security interest on all property acquired after the Petition Date that is the same or similar nature, kind or character as BB&T's pre-petition collateral, to the extent of any diminution in the value of the cash collateral. However, no such replacement liens will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. A full-text copy of the Final Order is available at http://bankrupt.com/misc/ganb18-52712-39.pdf Attorney for BB&T: Douglas D. Ford, Esq. Quirk & Quirk, LLC 300 Century Springs West 6000 Lake Forrest Drive, NW Atlanta, GA 30328 About Infinite Services Infinite Services & Solutions, Inc. -- http://www.infinitessol.com/ -- is an innovative logistics support, training, maintenance, information technology, and systems engineering and integration corporation. Founded in 2006, the company provides services and solutions to governmental and commercial customers globally. The company is headquartered in Atlanta, Georgia. Infinite Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-52712) on Feb. 16, 2018. In the petition signed by CFO Khary Lewis, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. William Anderson Rountree, Esq., at Rountree & Leitman, LLC, is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. INPIXON: Will Raise $9.2 Million Through Securities Offering ------------------------------------------------------------ Inpixon entered into a placement agency agreement with Roth Capital Partners, LLC, on April 20, 2018, pursuant to which the Company agreed to sell and the Placement Agreement agreed to use its "best efforts" to assist with selling, in a public offering approximately $10.4 million in securities of the Company, consisting of units, at a price to the public of $1,000 per Unit, each consisting of (i) one share of the Company's newly designated Series 4 convertible preferred stock, par value $0.001 per share, containing the relative rights, preferences, limitations and designations set forth in the certificate of designation, with a stated value of $1,000 and initially convertible into approximately 2,174 shares of the Company's common stock, par value $0.001 per share, at a conversion price of $0.46 per share and (ii) one warrant to purchase such number of shares of Common Stock as each share of Series 4 Preferred is convertible into. The Units, the shares of Series 4 Preferred, the Warrants and the Common Stock underlying those securities, as applicable, are immediately separable and will be issued separately in this Offering. Pursuant to the terms of a Securities Purchase Agreement by and between the Company and certain institutional purchasers of the Units in the Offering, an aggregate of 10,115 Units will be sold to the Institutional Purchasers and certain other purchasers of Units that are not a party to the SPA for an aggregate of 10,115 shares of Series 4 Preferred convertible into an aggregate of 21,989,160 (subject to rounding) shares of Common Stock and Warrants to purchase an equivalent number of shares of Common Stock. The Company expects to receive approximately $10.1 million in gross proceeds from the Offering, before deducting placement agent fees and Offering expenses payable by the Company. After deducting placement agent fees and expenses, the Company expects the net proceeds from the Offering to be approximately $9.2 million. The Company intends to use the net proceeds from the Offering for working capital, general corporate purposes (including research and development, sales and marketing and the satisfaction of outstanding amounts payable to its vendors in connection with trade payables). Additionally, the Company may use a portion of the net proceeds of this Offering to finance acquisitions of, or investments in, competitive and complementary businesses, products or services as a part of its growth strategy. However, the Company does not have any current commitments with respect to any such acquisitions or investments. The Series 4 Preferred contain an anti-dilution protection feature, to adjust the conversion price if shares of common stock are sold or issued for a consideration per share less than the conversion price then in effect (subject to certain exemptions), provided, that the conversion price will not be less than $0.124. In addition, on the 60th day following the original issuance date of the Series 4 Preferred, the conversion price will be reduced, and only reduced, to the lesser of (x) the then conversion price, as may be adjusted, and (y) 80% of the VWAP (as defined in the Certificate of Designation) on the trading day immediately prior to the 60th day, provided that the conversion price will not be less than $0.124. Subject to certain ownership limitations, the Series 4 Preferred is convertible at any time at the option of the holder. The Series 4 Preferred will be non-voting (except to the extent required by law) and convertible into the number of shares of Common Stock determined by dividing the aggregate stated value of $1,000 per share by the conversion price then in effect. The Warrants will be immediately exercisable at an exercise price of $0.67 per share (subject to adjustment). If, at any time while the Warrants are outstanding, the Company or any significant subsidiary thereof, as applicable, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock equivalents, at an effective price per share that is less than the exercise price then in effect, the applicable exercise price will be reduced and only reduced to equal the Base Share Price, provided that the Base Share Price shall not be less than $0.124 (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions following the date of the SPA). The Company expects the Offering to close on or about April 24, 2018, subject to the satisfaction of customary closing conditions including the filing of a Certificate of Designation with the Secretary of State of the State of Nevada with respect to the Series 4 Preferred. The Company will conduct the Offering of the Units pursuant to a Registration Statement on Form S-3 (File No. 333-204159), which was declared effective by the Securities and Exchange Commission on May 28, 2015. A preliminary prospectus supplement and the accompanying prospectus relating to the Offering was filed with the SEC on April 19, 2018, and a final prospectus supplement and the accompanying prospectus relating the Offering will be filed with the SEC no later than April 24, 2018. Each of the Company's officers, directors and more than 5% beneficial owners of common stock have agreed that for a period of 180 days after the date of the Registration Statement, they will be subject to a lockup prohibiting certain sales, transfers or hedging transactions in the Company's securities held by them. The Placement Agent will be entitled to a cash fee of up to 8.0% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses up to an aggregate of $100,000. On April 20, 2018, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created the Series 4 Preferred, authorized 10,415 shares of Series 4 Preferred and designated the preferences, rights and limitations of the Series 4 Preferred. The Series 4 Preferred is non-voting (except to the extent required by law). The Series 4 Preferred is convertible into the number of shares of Common Stock, determined by dividing the aggregate stated value of the Series 4 Preferred of $1,000 per share to be converted by $0.46. 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. INTREPID POTASH: Posts Net Income of $1.75 Million in 1st Quarter ----------------------------------------------------------------- Intrepid Potash, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting net income of $1.75 million on $53.19 million of sales for the three months ended March 31, 2018, compared to a net loss of $13.67 million on $48.65 million of sales for the three months ended March 31, 2017. Consolidated gross margin was $7.2 million in the first quarter of 2018. Increases in net income and gross margin when compared to the first quarter of 2017 were primarily the result of lower potash cost of goods sold, increased water sales, and reduced lower-of-cost-or-market adjustments in the Trio segment. Net income also benefited from lower interest expense as a result of a reduced outstanding debt balance and lower effective interest rate on Intrepid's senior notes. "Solid operational execution, combined with the strategic moves we have made to strengthen our business, provided a solid start to 2018," said Bob Jornayvaz, Intrepid's executive chairman, president and CEO. "Our focus on by-products led to lower potash costs and an improvement in margin compared to the prior year. We have also seen healthy demand in the domestic Trio market and expect that to continue in the second quarter. These factors, combined with a record quarter for our water business, yielded meaningful cash flow, improved our liquidity position, and marked what we believe is a transition for the business toward increased profitability and a more growth-focused strategy. Internationally, having worked to establish a footprint in several new markets with our specialty Trio product, we are refining our strategy to concentrate our sales into markets with more favorable shipping and margin opportunities." Jornayvaz continued, "Entering the second quarter, we expect our dedicated water team to drive continued growth in water sales. Our new oilfield services group and trucking initiatives are ramping up, and combined with the domestic price increases announced late last year, should provide a boost to the bottom line. We remain on track to achieve the $20-30 million in water sales for 2018." As of March 31, 2018, Intrepid Potash had $512.02 million in total assets, $107.27 million in total liabilities and $404.74 million in total stockholders' equity. As of March 31, 2018, the Company had cash of $6.1 million, compared with cash of $1.1 million at Dec. 31, 2017. "Our operations have primarily been funded from cash on hand and cash generated by operations. We continue to monitor our future sources and uses of cash, and anticipate that we will adjust our capital allocation strategies when, and if, determined by our Board of Directors. We expect to continue to look for opportunities to improve our capital structure by reducing current debt and its related interest expense. We may, at any time we deem conditions favorable, also attempt to improve our liquidity position by accessing debt or equity markets, including through our at-the-market offering program, in accordance with our existing debt agreements. We cannot provide any assurance that we will pursue any of these transactions or that we will be successful in completing them on acceptable terms or at all. With the availability under our credit facility and expected future cash generated from operations, we believe that we have sufficient liquidity for the next twelve months," the Company stated in the SEC filing. Cash provided by operations was $13.9 million during the first quarter and cash spent on capital investments was $6.5 million. The amount outstanding under Intrepid's senior notes was $60 million, with a required principal prepayment of $10 million due Dec. 31, 2018. In addition, Intrepid had $1.5 million outstanding under its credit facility. Total cash used in investing activities increased by $9.6 million in the first three months of 2018, compared with the same period in 2017. Cash capital expenditures increased by $4.0 during the first three months of 2018, due mainly to construction of capital projects designed to increase water and by-product sales. During the first three months of 2017, the Company sold an asset and received approximately $5.5 million in cash proceeds. Total cash used in financing activities increased by $13.8 million in the first three months of 2018, compared with the same period in 2017. In the first quarter of 2017, the Company issued 50.1 million shares of common stock in an underwritten public offering for net proceeds of $57.5 million. Proceeds from the underwritten public offering were used in part of repay $46 million of indebtedness during the first three months of 2017. In 2018, financing activities consisted of net repayments of short-term borrowings on the Company's credit facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Aobmcr About Intrepid Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid also sells water and by-products such as salt, magnesium chloride, and brine. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. Intrepid's production comes from three solar solution potash facilities and one conventional underground Trio mine. The Company is headquartered in Denver, Colorado. Intrepid Potash incurred a net loss of $22.91 million in 2017 and a net loss of $66.63 million in 2016. * * * This concludes the Troubled Company Reporter's coverage of Intrepid Potash until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. JOHNNY CHIMPO: Hires Blanchard Law as Attorney ---------------------------------------------- Johnny Chimpo II, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Blanchard Law, P.A., as attorney to the Debtor. Johnny Chimpo requires Blanchard Law to: a. give the Debtor legal advice with respect to its powers and duties as the Debtor and Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare necessary applications, answers, orders, reports, complaints, and other legal papers and appear at hearings thereon; and c. perform all other legal services for the Debtor as Debtor- in-Possession which may be necessary herein to employ the firm for such professional services. Blanchard Law will be paid at these hourly rates: Attorneys $250 to $275 Paralegals $50 Blanchard Law will be paid a retainer in the amount of $6,283. Blanchard Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jake C. Blanchard, a partner at Blanchard Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Blanchard Law can be reached at: Jake C. Blanchard, Esq. BLANCHARD LAW, P.A. 1501 Belcher Road South, Unit 2B Largo, FL 33771 Tel: (727) 531-7068 Fax: (727) 535-2086 E-mail: jake@jakeblanchardlaw.com About Johnny Chimpo II Johnny Chimpo II, LLC, is a Florida limited liability company doing business as Bad Willies with its principal place of business in Tampa, Florida and is currently owned and operated by Lucas Good and Kelsi Sjoberg. It occupies leased space at 12950 Race Track Rd, Suite 111, Tampa, FL. It operates a sports lounge and bar that serves liquor, beer and wine. The main assets of the Company are located at its current place of operation. Johnny Chimpo II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-07764) on Aug. 31, 2017, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jake C. Blanchard, Esq., at Blanchard Law, PA, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. JULIA L. MORGUNOVA: Proposes $840K Sale of Brooklyn Property ------------------------------------------------------------ Julia L. Morgunova asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the Contract of Sale, dated April 9, 2018, with Yana Zak and Alla Shustarovich in connection with the sale of the real property known as and located at 1380 East 70th Street, Brooklyn, New York for $840,000, subject to overbid. The Sale Hearing is set for June 6, 2018 at 2:30 p.m. The objection deadline is May 30, 2018 at 1:00 p.m. The Debtor owns the Property. It consists of a land and building. The Purchasers have made the Debtor an offer to purchase the Property, on the terms set forth in the Contract for a purchase price of $840,000, subject to higher and better offers at the Sale Hearing. The Purchasers have given the Debtor's counsel the sum of $84,000, which is being held in escrow. If the Purchasers are the successful bidder they will pay the balance of the purchase price at the closing. The Contract is contingent on the Purchasers obtaining a mortgage in the amount of $672,000, on May 21, 2018. The brokers advise the Debtor's counsel that the Purchasers have been pre-approved for the mortgage and they expect that the final commitment will be obtained before May 21, 2018. The Debtor will sell the Property free and clear of all liens, claims, encumbrances and interests. By order dated Jan. 30, 2018, the Court entered an order approving bidding procedures for the sale of the Property at an auction sale on Jan. 31, 2018. The Court previously authorized the Debtor to retain MYC & Associates, Inc. to sell the Property. Despite marketing by MYC and two open houses, no one bid enough on the Property to pay the mortgage at the auction sale held on Jan. 31, 2018. Because the auction sale failed to generate an offer sufficient to pay the mortgage held by Ocwen, the Debtor decided to retain a broker to sell the Property. By order dated March 9, 2018, the Court authorized the Debtor to retain Cornerstone as broker to market and sell the Property and stated in the order that the retention of Cornerstone superseded the retention of MYC. The Purchasers came to the Debtor through the efforts of Cornerstone and the co-broker, Korr Realty. The Debtor has agreed to pay Cornerstone a commission of 4% of the sales price, which can be shared with a co-broker, subject to approval by the Court. The Debtor asks the Court to approve the broker's commission to Cornerstone and Korr Realty in the amount of $33,600. The offer made by Purchasers is the highest offer received by Cornerstone by a party willing to sign a contract. Cornerstone and the Debtor will continue to market the Property and advertise the Sale Hearing. The sale is subject to the approval of the Court and to higher and better offers to be made in the Court. The Debtor believes that unless a higher offer is submitted completion of the contract of sale will be in the best interest of the estate. Nevertheless, the Debtor will welcome any higher and better offers at the Sale Hearing, with the first offer to be not less than $870,000. The Debtor asks that the Court requires any offerors tendering a higher offer to sign at the Sale Hearing a contract of sale similar to the contract dated April 6, 018 as well as any other terms and conditions that will be announced at the Sale Hearing. The Debtor further asks the Court to approve the break-up fee of $25,000 to the Purchasers in the event that they are not the successful bidders at the Sale Hearing. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Julia_Morgunova_109_Sales.pdf The Purchasers: Yana Zak and Alla Shustarovich 57 Bay, 26th St. Brooklyn, NY 11235 Julia L. Morgunova sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 17-41470) on March 29, 2017. The Debtor tapped Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, as counsel. On March 9, 2018, the Court appointed Cornerstone as broker. JUMIO INC: Bloso Claims vs Saveri, et al., Derivative, Ct. Rules ---------------------------------------------------------------- Eduardo Saveri, Peng-Tsin Ong, Scott Weiss, Andreessen Horowitz Capital Management, LLC, Andreessen Horowitz Fund, II, L.P., and Stephen Stuut ("Non-Founder Defendants") are defendants in a civil action pending in the Delaware Court of Chancery. The Verified Amended Complaint filed in the Court of Chancery lists 11 defendants (the "Defendants") in total: Daniel Mattes, Ampalu Investment, GmbH, Saverin, Ong, Weiss, the AH Entities, Thomas Kastenhofer, KTI Privatstifung, Stuut, and Chad Starkey. The Non-Founder Defendants filed a motion asking for the enforcement of JMO Wind Down, Inc.'s liquidation plan, the confirmation order, and the sale order, and to enjoin Bloso Investments, Ltd., the Plaintiff in the pending Civil Action, from prosecuting its asserted claims and similar claims in other fora against them. Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware grants the motion with some exceptions. After reviewing the case, the Court finds that Bloso's claims, with the exception of Count II, are all derivative, meriting an injunction. Count I alleges that the Defendants conspired to deprive Bloso of the value of its Jumio shares. Specifically, Bloso alleges that "multiple unlawful acts" were conducted by the Defendants in furtherance of the conspiracy, such as, among other allegations, making false reports to the media, false statements regarding Jumio’s income made to Bloso to induce Bloso's investments, hiding Jumio’s true financial condition from Bloso, and operating Jumio without adequate financial and accounting management. Those allegations are derivative claims under Delaware law. Even if they were true, the actions harmed the corporation in general, as opposed to Bloso individually. Essentially, those mismanagement claims would constitute derivative claims because they fall upon all shareholders equally. Furthermore, as noted above, equity dilution claims are typically derivative under Delaware law. Thus, they belong to the Liquidating Trust. Count III alleges breach of fiduciary duty against the Defendants, alleging specifically that they misled Bloso and failed to remedy prior misrepresentations to Bloso by failing to disclose Jumio's true financial condition, failing to disclose that Mattes had sold his founder shares, failing to disclose Jumio's impending bankruptcy, and failing to deal fairly with Bloso. Those claims fail for the same reasons as does Count I. Any breach of fiduciary duty harms the corporation as well as all of the shareholders together; they do not impact or harm Bloso alone. As such, those claims belong to the Liquidating Trustee to pursue. Count IV is a fraud claim against the Defendants. Bloso points to the Defendants' duty of accurate and timely disclosure regarding Jumio's financial condition that was owed to Bloso. Bloso alleges that the Defendants committed fraud by their actions, inactions, statements, misstatements, their failure to correct those misstatements, and by allowing Jumio to operate without adequate management and financial controls. Again, none of those claims are direct claims owned by Bloso. If such actions occurred, they harmed the corporation and all shareholders alike. Furthermore, Bloso never contends that the Non-Founder Defendants defrauded it directly; those direct allegations are tied to Mattes and his direct representations to Bloso, as alleged in Count II. Similarly, Count V, which sounds in equitable fraud, is derivative rather than direct. Count VI is a claim for unjust enrichment and constructive trust.16 Bloso contends that the Defendants took steps to retain and improve their financial positions to Bloso's detriment, and they essentially forced Jumio into bankruptcy in order to evade liability through releases. Those accusations are accusations of self-dealing, which are derivative claims. Those actions, if true, show a taking from the corporate treasury, and any recovery would revert back to the corporate treasury. Thus, Count VI is derivative and Bloso's claim for unjust enrichment belongs to the estate. Count VII is, a claim for fraud in the inducement, Counts VIII and IX, fraudulent transfers under the Delaware Code, are also derivative claims. Because the Court finds that the said claims are derivative and belong to the Liquidating Trust, Bloso is enjoined from pursuing them in the Court of Chancery. In sum, the Court grant the Motion and Counts I, III, VI, VIII, and XI in the Complaint will be enjoined with respect to the Defendants. Counts IV, V, and VII will also be enjoined with respect to the Defendants, with the exception of Mattes. A full-text copy of the Court's Opinion dated April 13, 2018 is available at: http://bankrupt.com/misc/deb16-10682-649.pdf Attorneys for Eduardo Saverin and Jumio Acquisition, LLC: Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 mnestor@ycst.com -and- Peter M. Gilhuly, Esq. LATHAM & WATKINS LLP 355 S. Grand Avenue, Suite 100 Los Angeles, CA 90071 peter.gilhuly@lw.com -and- Andrew R. Gray, Esq. LATHAM & WATKINS LLP 650 Town Center Drive 20th Floor Costa Mesa, CA 92626-1925 andrew.gray@lw.com Attorneys for Debtor and Liquidating Trustee: Adam G. Landis, Esq. LANDIS RATH & COBB LLP 919 N. Market Street Suite 1800, P.O. Box 2087 Wilmington, DE 19899 landis@lrclaw.com -and- Shanti M. Katona, Esq. POLSINELLI PC 222 Delaware Avenue Suite 1101 Wilmington, DE 19801 skatona@polsinelli.com -and- George W. Shuster, Jr., Esq. WILMER CUTLER PICKERING HALE AND DORR 7 World Trade Center 250 Greenwich Street New York, NY 10007 george.shuster@wilmerhale.com Attorneys for Ampalu Investment GMBH and Samirana Investment Corp.: Leo D. Plotkin, Esq. Bryan L. Bates, Esq. Gary W. Marsh, Esq. DENTONS US LLP 303 Peachtree Street, NE Suite 5300 Atlanta, GA 30308 -and- Charles E. Dorkey, III, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Attorneys for Daniel Mattes, Ampalu Investment GMBH, KTI Investment Foundation (Thomas Kastenhofer), and Samirana Investment Corp.: Thomas F. Driscoll, III, Esq. Ian C. Bifferato, Esq. Kimberly Gattuso, Esq. The Bifferato Firm PA 1007 N. Orange Street 4th Floor Wilmington, DE 19801 Attorney for Thomas Kastenhofer: Todd Charles Schiltz, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue Suite 1410 Wilmington, DE 19801 todd.schiltz@dbr.com Attorneys for Pinnacle Ventures Debt and Equity Funds: Michael L. Bernstein, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 601 Massachusetts Avenue, NW Washington, DC 20001 michael.bernstein@arnoldporter.com -and- William P. Bowden, Esq. LEVY, SMALL & LALLAS 815 Moraga Drive Los Angeles, CA 90049-1633 About JMO Wind Down Known as Jumio Inc. before selling its assets in a bankruptcy court-sanctioned sale, JMO Wind Down Inc. was an online and mobile identity management and credentials authentication company. Headquartered in Palo Alto, California, Jumio had operations in the United States, Europe and India. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut, the CFO. The Debtor estimated assets of $1 million to $10 million and debt of up to $50 million. Judge Brendan Linehan Shannon is the case judge. The Debtor tapped Landis Rath & Cobb LLP as bankruptcy counsel; Ernst & Young, LLP, as financial advisor; Wilmer Hale, LLP ("WH") as special corporate counsel; and Cooley LLP as special litigation counsel. Rust Consulting/Omni Bankruptcy is the claims and noticing agent. The Official Committee of Equity Holders retained K&L Gates LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, and EisnerAmper as financial advisor. * * * The Debtor filed a motion to sell the assets for $22.7 million to Jumio Acquisition, LLC, absent higher and better offers. Jumio Acquisition is an entity formed by Facebook co-founder Eduardo Saverin, holder $15.8 million secured debt on account of prepetition senior secured convertible promissory notes, and who was invested at least $23 million in the preferred and common equity of the Debtor. Unable to resolve issues with Equity Holders, the stalking horse withdrew the bid. On May 6, 2016, the Court entered an order authorizing the Debtor to sell the assets to an entity formed by Centana Growth Partners, Jumio Buyer Inc., for cash equal to $850,000 less certain agreed cure costs totaling no more than $300,000 and plus assumption all liabilities of operating the business from and after May 9, 2016. The Debtor changed its name to JMO Wind Down Inc., following the sale. On July 25, 2016, the Debtor announced a Global Settlement with Mr. Saverin, and the Equity Committee. The Global Settlement forms the foundation of the consensual Plan of Liquidation filed by the Debtor. As reported by the Troubled Company Reporter on Oct. 21, 2016, Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that a plan to wind down the estate of Jumio won final approval from a bankruptcy judge, bringing the contentious chapter 11 case nearer to a close. KAHLON ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Kahlon Enterprises, LLC 4911 Buckeye Rd. Emmaus, PA 18049 Business Description: Kahlon Enterprises, LLC is a real estate lessor based in Emmaus, Pennsylvania. Chapter 11 Petition Date: April 27, 2018 Case No.: 18-12821 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Hon. Richard E. Fehling Debtor's Counsel: Thomas Daniel Bielli, Esq. BIELLI & KLAUDER, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Tel: 215-642-8271 Fax: 215-754-4177 Email: tbielli@bk-legal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven B. Kahlon, member. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-12821.pdf KEAST ENTERPRISES: Taps Bradshaw Fowler as Legal Counsel -------------------------------------------------------- Keast Enterprises Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Bradshaw, Fowler, Proctor & Fairgrave, P.C. The firm will serve as legal counsel to Keast Enterprises and its affiliates Cyclone Cattle, LLC, and Hatswell Farms, Inc., in connection with their Chapter 11 cases. The services to be provided by the firm include advising the Debtors regarding the requirements of the Bankruptcy Code; conducting examinations; and assisting the Debtors in the preparation and implementation of a bankruptcy plan. The firm will charge these hourly rates: Jeffrey Goetz $375 Krystal Mikkilineni $190 Associates $125 to $250 Paralegals $90 to $110 Bradshaw received a retainer in the sum of $30,000 prior to the Petition Date. Bradshaw is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jeffrey D. Goetz, Esq. Bradshaw Fowler Proctor & Fairgrave P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Phone: 515/246-5817 Fax: 515/246-5808 E-mail: goetz.jeffrey@bradshawlaw.com About Keast Enterprises Keast Enterprises Inc. and its affiliate Hatswell Farms, Inc., are engaged in soybeans farming while Cyclone Cattle, L.L.C. owns a cattle feed lot. Keast Enterprises, Hatswell Farms and Cyclone Cattle sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-00856, 18-00858 and 18-00859) on April 17, 2018. In the petition signed by Russell A. Keast, president, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Judge Anita L. Shodeen presides over the cases. KEAST ENTERPRISES: Taps Northwest Financial as Financial Advisor ---------------------------------------------------------------- Keast Enterprises Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Northwest Financial Consulting as financial advisor. The firm will assist the company and its affiliates in preparing or reviewing their 13-week budget and cash flow analysis; develop alternative strategies for improving profitability and liquidity; assist or manage a sale process if requested; and provide other services related to their Chapter 11 cases. Northwest Financial will charge an hourly fee of $150. The firm received a pre-bankruptcy retainer of $5,000. Northwest Financial is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: JT Korkow Northwest Financial Consulting 131 N. State Hwy. 59 Volborg, MT 59351 Tel: (406) 554-3123 Cell: (406) 853-1460 Email: home jtkorkow@yahoo.com About Keast Enterprises Keast Enterprises Inc. and its affiliate Hatswell Farms, Inc., are engaged in soybeans farming while Cyclone Cattle, L.L.C., owns a cattle feed lot. Keast Enterprises, Hatswell Farms and Cyclone Cattle sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-00856, 18-00858 and 18-00859) on April 17, 2018. In the petition signed by Russell A. Keast, president, Keast Enterprises disclosed $10.08 million in assets and $15.11 million in liabilities. Judge Anita L. Shodeen presides over the cases. KEYSTONE PODIATRIC: Hires Drake Hileman as Special Counsel ---------------------------------------------------------- Keystone Podiatric Medical Associates, P.C., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Drake Hileman & Davis, P.C., as special counsel to the Debtor. Keystone Podiatric requires Drake Hileman to: (1) draft and review contracts and other documents; (2) draft, review and amend Agreements for Professional Services to be entered into by and between the Debtor and its physicians; (3) draft Minutes of Annual and Special Meetings of the Shareholders and Directors; (4) provide advice and counsel on various matters as requested by the Debtor; and (5) render such other services on matters as the Debtor may request. Drake Hileman will be paid at these hourly rates: Attorneys $325 Paralegals $135 Drake Hileman was owed by the Debtor in the amount of $3,990. Drake Hileman will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Leonard Davis, a partner at Drake Hileman & Davis, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Drake Hileman can be reached at: R. Leonard Davis, Esq. DRAKE HILEMAN & DAVIS, P.C. P.O. Box 1306 Doylestown, PA 18901-1306 Tel: (215) 348-2088 About Keystone Podiatric Medical Associates Keystone Podiatric Medical Associates, P.C. -- https://www.keystonefootdoc.com/ -- provides foot and ankle care in Biglerville, West Shore, Londonderry, and Paxtonia. Keystone Podiatric sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-00062) on Jan. 9, 2018. In the petition signed by Richard A. Rogers, DPM, CEO, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Henry W. Van Eck presides over the case. Cunningham, Chernicoff & Warshawsky, P.C., is the Debtor's counsel. Drake Hileman & Davis, P.C., is the special counsel. KEYW CORP: Moody's Assigns B2 CFR & Rates Planned 1st Lien Loan B1 ------------------------------------------------------------------ Moody's Investors Service assigned initial ratings to The KeyW Corporation, including a corporate family rating of B2 and a stable rating outlook. Concurrently, a B1 rating has been assigned to a planned first lien revolver/term loan bank facility, a Caa1 has been assigned to a planned second lien term loan facility and speculative grade liquidity rating of SGL-3 has been assigned. Proceeds of the planned debts will be used to refinance the company's existing bank credit facility and repay the company's 2.5% convertible notes due July 2019. RATINGS RATIONALE The B2 CFR reflects KeyW's small size and high financial leverage but also factors in the company's strong technical qualifications with many single-award contracts covering the US national security community, and the supportive budgetary environment. The rating expects steady revenues near-term from a contract backlog over $1 billion which is expected to drive free cash flow to debt above 5% in 2019. Pro forma for the pending debt recapitalization, leverage will be elevated for the B2 CFR, around low 6x but expected term loan prepayment resulting from free cash flow should bring leverage closer to mid 5x in 2019. The speculative grade liquidity rating of SGL-3, denotes adequate liquidity. An undrawn $50 million five-year revolver with free cash flow of $20 million anticipated near term benefits the liquidity profile. Scheduled amortization under the term loans will be low at only $2.15 million annually. While a substantial remediation effort is underway, KeyW's reported ongoing weakness in internal controls over financial reporting represents a constraint on the speculative grade liquidity rating. In Moody's view, the internal control weakness amplifies the risk of delayed financial reporting, and timely reporting is expected to be an affirmative covenant of the loan facilities. KeyW's existing $149.5 million 2.5% convertible notes due July 2019 are not callable but the company plans a tender offer to redeem the notes. The SGL-3 incorporates the expectation that a portion of proceeds from the pending debt issue would be reserved to cover the tender and also cover retirement at maturity of convertible notes that may not participate. The first lien debt rating of B1, one notch above the CFR, benefits from an effectively subordinated second lien term loan, rated two notches below the CFR at Caa1, that would absorb much loss and benefit first lien claim recovery in a stress scenario. The stable rating outlook benefits from the anticipated term loan prepayment and a solid US national security budget setting. The likelihood of KeyW undertaking meaningfully-sized acquisitions seems low over the next 12-18 months and free cash flow is expected to reduce debt. Upward rating momentum is unlikely anytime soon and would depend on greater scale with revenues approaching at least $700 million, leverage of 4x and free cash flow to debt above 10%. Downward rating pressure would mount if leverage does not decline to mid-5x near-term, if revenues contract materially, or if the liquidity profile weakens such as from revolver dependence or covenant pressure. The rating will be exposed to risk of downgrade if effective financial controls are not achieved by early 2019 (e.g. upon filing of the 2018 Form 10-K). Assignments: Issuer: KeyW Corporation (The) Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Corporate Family Rating, Assigned B2 GTD 1st Lien Senior Secured Bank Credit Facility, Assigned B1 (LGD3) GTD 2nd Lien Senior Secured Bank Credit Facility, Assigned Caa1 (LGD5) Outlook Actions: Issuer: KeyW Corporation (The) Outlook, Assigned Stable The KeyW Corporation, a wholly-owned subsidiary of, The KeyW Holding Corporation (publicly held), provides advanced engineering and technology solutions that includes collection, processing, analysis and dissemination to support the intelligence, cyber and counterterrorism communities' mission. Revenues of The KeyW Holding Corporation were $493 million in 2017, pro-forma for acquisitions/divestitures in-period. KRUGER PRODUCTS: DBRS Gives Prov. BB(low) Rating on Unsec. Notes ---------------------------------------------------------------- DBRS Limited assigned a provisional Issuer Rating of BB and a provisional Senior Unsecured Notes rating of BB (low) with a Recovery Rating of RR5 to Kruger Products L.P. (KPLP or the Company). All trends are Stable. The ratings are supported by KPLP's strong brands and market positions in the Canadian tissue products market, efficient production facilities and effective operations; stable tissue products demand; and the significant barriers to entering the tissue products market. The ratings also reflect the Company's exposure to volatile commodity prices while operating in a highly competitive industry, single product/single-market exposure and the strong bargaining power of major retailers. KPLP is 84% owned by Kruger Inc. and 16% owned by KP Tissue Inc., which is 100% held by the public. KP Tissue Inc. was created in December 2012 to acquire — and its business is limited to holding — an equity interest in KPLP. Kruger Inc. is a private Montréal-based Canadian corporation controlled by Joseph Kruger II. DBRS's provisional ratings on KPLP are being assigned on a stand-alone basis using the deconsolidated financial statements of KPLP, excluding K.T.G. (USA) Inc. (KTG) and certain other subsidiaries (the Unrestricted Subsidiaries). KTG owns two paper machines and one adjacent through-air-drying (TAD) tissue machine. KTG has an established private-label product portfolio with U.S. customers; in addition, KTG previously sold products exclusively to Walmart Inc. (rated AA with a Stable trend by DBRS) under the White Cloud brand but is now expanding its distribution to other retailers. The Company's facilities consistently operate at high levels of capacity utilization. There is currently USD 147 million of debt at KTG, which is secured by all the assets of the Unrestricted Subsidiaries. As the operations of the Unrestricted Subsidiaries could have a meaningful impact on cash flows at KPLP — either positive or negative — DBRS has completed an analysis of these entities. DBRS notes that if KPLP was treated as a fully consolidated credit that includes the Unrestricted Subsidiaries, at this point in time, the Issuer Rating would likely be the same. KPLP's earnings profile is supported by its leading market position as a tissue products supplier in both the consumer and away-from-home (AFH) markets in Canada. Revenues have increased by approximately 23%, rising to almost $1.0 billion in 2017 from $0.8 billion in 2013. Revenue growth was primarily driven by increased sales volumes in the Consumer and AFH segments, supported by stable demand fundamentals and moderate market share gains, higher selling prices in Canada and the acquisition of certain assets of Metro Paper Industries Inc. in June 2014. EBITDA margins decreased to 9.2% in 2017 from 13.2% in 2013 primarily as a result of lower gross margins largely due to higher commodity costs. As such, KPLP's EBITDA decreased by 14% to $91 million in 2017 from above $100 million in 2013. DBRS views KPLP's financial profile as supportive of the current ratings based on the Company's modest leverage for the rating category and relatively stable cash-generating capacity. KPLP's cash flow from operations increased by 15% to $73 million in 2017 from $64 million in 2013. Capital expenditures (capex) have been elevated in recent years, totaling $63 million in 2017 from a steady state of approximately $35 million, due to increased production capacity. KPLP's gross dividend payments (excluding the Company's dividend reinvestment program (DRIP), tax distributions and advances paid) have increased to approximately $41 million in 2017 from approximately $31 million in 2013. The increase in the Company's cash flow from operations was not enough to offset the increase in capex and gross dividends in recent years, which consequently resulted in a free cash flow deficit (before changes in working capital and after gross dividends) of approximately $30 million in 2017 versus positive free cash flow of $18 million in 2013. The Company has funded its free cash flow deficit primarily with cash on hand and debt. As such, the Company's cash balance decreased to $3 million in 2017 from $119 million at the beginning of 2013, and its balance sheet debt increased to $244 million in 2017 from $216 million in 2013. This, combined with the decrease in EBITDA, has resulted in a modest leverage increase (i.e., lease-adjusted debt-to-EBITDA of approximately 3.12 times (x) in 2017 versus 2.43x in 2013). Despite the decline in EBITDA, reduced interest expenses resulted in improved lease-adjusted EBITDA coverage of 7.26x in 2017 versus 5.61x in 2013. KPLP's earnings profile is expected to remain relatively stable through the pulp cycle based on moderate revenue growth and modest EBITDA margin improvements. Revenues should continue to grow in the low single digits over the medium term, in line with inflation and population growth. Revenue growth is further supported by KPLP's 20,000-metric-tonne expansion at the Company's Crabtree, Quebec, plant (the PM8 plant), which was completed in September 2017. EBITDA margins could improve modestly as price increases in the industry are expected as a result of commodity cost increases in 2018, as well as productivity savings, other cost-cutting initiatives and price increases. As such, DBRS expects EBITDA to grow toward $100 million over the near to medium term. KPLP is expected to issue $125 million of Senior Unsecured Notes, the proceeds of which are expected to be used to repay the amounts drawn on the Company's revolving credit facility; as such, credit metrics immediately after the new issuance are not expected to change. DBRS expects KPLP's financial profile to remain supportive of the current BB Issuer Rating despite a potential increase in leverage if a second TAD paper machine is built in a new Unrestricted Subsidiary. DBRS expects KPLP's cash flow from operations to track operating income, increasing toward $80 million over the near to medium term. Capex outlay is expected to decrease toward the $35 million to $45 million range following the completion of the PM8 plant, with approximately $25 million allocated to routine asset maintenance and the remainder to expansionary initiatives. DBRS expects KPLP's per-share dividend to remain stable but expects gross dividend outlay to continue to increase in line with DRIP participation. DRIP participation is expected to remain at current levels. Consequently, DBRS does not expect KPLP to generate a meaningful level of free cash flow (before changes in working capital and after gross dividends). DBRS expects KPLP will use any free cash flow after net dividends primarily for mandatory debt repayments. As such, KPLP's credit metrics are expected to improve modestly on a through-the-cycle basis, in line with EBITDA growth and mandatory debt repayments. Should KPLP be challenged to maintain credit metrics in a range considered acceptable for the current BB Issuer Rating (i.e., lease-adjusted debt-to-EBITDAR below 4.0x) as a result of weaker operating performance and/or more-aggressive-than-expected financial management, a negative rating action could result. DBRS notes that KPLP is currently evaluating the installation of a second TAD paper machine in a new Unrestricted Subsidiary. Should the Company finance a meaningful portion of the project with debt at KPLP, it could have a negative impact on the Issuer Rating or Recovery Rating on the Senior Unsecured Notes. LABORATORIO CLINICO: Unsecured Creditors to Recoup 1% Under Plan ---------------------------------------------------------------- Laboratorio Clinico Los Robles, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a plan of reorganization and accompanying disclosure statement proposing that holders of Class 3 - General Unsecured Claims will receive a distribution of 1% that will be paid starting at the 36th month of the effective date of the plan in equal monthly payments up to the 60th month. Secured Claims are classified in Class 1 and will be paid in full, in cash: (a) mortgage to Oriental to be paid the value of the property as per appraisal - $180,000, with a down payment of $10,000 = balance of $70,000 and paid over a period of ten (10) years at a rate of four percent per year with adequate protections payments applicable to principal that will start to be paid on March 2018 until confirmation of the plan that will be applied to both principal and interest; b) real estate property taxes to CRIM as per claim no. 2 to be paid in equal monthly payments of $154 for 48 months starting on June 2018; and c) secured claim of special property contribution to the Department of the Treasury as per claim no. 4 to be paid in two installments of $533.68 each to be paid on 12/2019 one and the other on 12/2020. Priority Claims are classified in Class 2 and the only claim is with the Internal Revenue Services as per claim no. 1 and will be paid in full, in cash in one payment of $370.87 on October 2018. Payments and distributions under the Plan will be funded by the income after deducting operational expenses of the services provided by the business. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb17-03196-55.pdf About Laboratorio Clinico Los Robles Based in San Juan, Puerto Rico, Laboratorio Clinico Los Robles, Inc., a community laboratory clinic, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-03196) on May 5, 2017. In the petition signed by the Debtor's president, Luis Armando Berrios Diaz, the Debtor estimated $500,000 to $1 million in assets and $100,000 to $500,000 in liabilities. Ada M. Conde, Esq., at Estudio Legal 1611 Corp, is the Debtor's bankruptcy counsel. LACOS INC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Lacos, Inc. as of April 27, according to a court docket. 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. The Debtor hired Macco & Stern, LLP as its legal counsel. LIGHTSQUARED INC: Bank Debt Trades at 15.75% Off ------------------------------------------------ Participations in a syndicated loan under which LightSquared Inc. is a borrower traded in the secondary market at 84.25 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.00 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 13. MAIN STREET AUTO: Taps Vladimir von Timroth as Legal Counsel ------------------------------------------------------------ Main Street Auto & Towing, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire the Law Office of Vladimir von Timroth as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge an hourly fee of $350. Vladimir von Timroth, Esq., disclosed in a court filing that he and other members of his firm do not hold or represent any interests adverse to the Debtor's estate, and that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Vladimir von Timroth, Esq. Law Office of Vladimir von Timroth 405 Grove Street, Suite 204 Worcester, MA 01605 Phone: 508-753-2006 E-mail: vontimroth@gmail.com About Main Street Auto & Towing Main Street Auto & Towing, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-40638) on April 9, 2018. In the petition signed by Robert F. Cherrier, president, the Debtor estimated assets and liabilities of less than $50,000. Judge Elizabeth D. Katz presides over the case. MATRIX BROADCASTING: Taps Bryan Cave as Legal Counsel ----------------------------------------------------- Matrix Broadcasting, LLC, and Matrix Broadcasting Holdings, LLC, seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Bryan Cave Leighton Paisner LLP as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; assist in any potential disposition of their assets; help prepare a plan of reorganization or liquidation; and provide other legal services related to their Chapter 11 cases. The firm will charge these hourly rates: Keith Aurzada Partner $695 Michael Cooley Counsel $660 Lindsey Robin Associate $450 Shikendra Bedford-Rhea Paralegal $245 Bryan Cave received a retainer in the sum of $125,000 from the Debtors. Keith Aurzada, Esq., at Bryan Cave, 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: Michael P. Cooley, Esq. Keith M. Aurzada, Esq. Lindsey L. Robin, Esq. Bryan Cave Leighton Paisner LLP 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 Phone: (214) 721-8000 Fax: (214) 721-8100 E-mail: michael.cooley@bryancave.com keith.aurzada@bryancave.com lindsey.robin@bryancave.com About Matrix Broadcasting Matrix Broadcasting, LLC owns and operates two radio stations, WZSR (105.5 FM, "The Star") and WFXF (103.9 FM, "The Fox"). The Stations are operated from Matrix's studios in Crystal Lake, Illinois. Matrix Broadcasting Holdings, LLC, which previously served as the sole member of Matrix, has no operations or assets but is a guarantor of Matrix's senior secured obligations. The Company was formed out of the 2014 acquisition by Digity Companies, LLC of 33 radio stations from NextMedia Group Inc., which itself successfully emerged from Chapter 11 in 2010. Matrix Broadcasting, LLC, and Matrix Broadcasting Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Tex. Case No. 18-31045 and 18-31046) on March 27, 2018. In its petition signed by Peter Handy, CEO, Matrix LLC disclosed $1 million to $10 million in assets and $1 million to $10 million in liabilities. Matrix Holdings, LLC disclosed $0 to $50 million in assets and 1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Michael P. Cooley, Esq., Keith M. Aurzada, Esq., and Lindsey L. Robin, Esq., of Bryan Cave LLP as bankruptcy counsel. MATRIX BROADCASTING: Taps Lerman Senter as Special Counsel ---------------------------------------------------------- Matrix Broadcasting, LLC, and Matrix Broadcasting Holdings, LLC, seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Lerman Senter PLLC as special counsel. The firm will represent the Debtors in matters pertaining to compliance with the Communications Act of 1934 and the rules and regulations of the Federal Communications Commission. The firm will charge these hourly rates: Sally Buckman Member $610 Erin Kim Member $400 F. Scott Pippin Senior Counsel $345 Sally Buckman, Esq., a member of Lerman Senter, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sally A. Buckman, Esq. Lerman Senter PLLC 2001 L Street, NW, Suite 400 Washington, DC 20036 Phone: 202-416-6762 / 202-429-8970 Fax: 202-293-7783 E-mail: sbuckman@lermansenter.com About Matrix Broadcasting Matrix Broadcasting, LLC owns and operates two radio stations, WZSR (105.5 FM, "The Star") and WFXF (103.9 FM, "The Fox"). The Stations are operated from Matrix's studios in Crystal Lake, Illinois. Matrix Broadcasting Holdings, LLC, which previously served as the sole member of Matrix, has no operations or assets but is a guarantor of Matrix's senior secured obligations. The Company was formed out of the 2014 acquisition by Digity Companies, LLC of 33 radio stations from NextMedia Group Inc., which itself successfully emerged from Chapter 11 in 2010. Matrix Broadcasting, LLC, and Matrix Broadcasting Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Tex. Case No. 18-31045 and 18-31046) on March 27, 2018. In its petition signed by Peter Handy, CEO, Matrix LLC estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Matrix Holdings estimated $0 to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Michael P. Cooley, Esq., Keith M. Aurzada, Esq., and Lindsey L. Robin, Esq., of Bryan Cave LLP, as bankruptcy counsel. MISSIONARY ASSEMBLY: June 5 Final Cash Collateral Hearing --------------------------------------------------------- The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts has scheduled a final hearing on Missionary Assembly of God of Marlborough, Inc.'s continued use of cash collateral for June 5, 2018 at 12:00 p.m. The Chapter 11 Trustee is directed to submit via e-mail a proposed order, in word format, to EDK@mab.uscourts.gov. A full-text copy of the Order is available at http://bankrupt.com/misc/mab17-41182-213.pdf About Missionary Assembly of God of Marlborough Inc. Missionary Assembly of God of Marlborough Inc. is a religious corporation as defined by Massachusetts law, and a Sec. 501(c)(3) charitable organization that operates as church for Christian fellowship. Its financial problems stem in part from a decline in attendance, but mostly from the fact that the mortgage on the property was a short-term, balloon mortgage which came due. Missionary Assembly of God filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating under $50,000 in both assets and liabilities. The petition was signed by Andre Bouzada Ornelas, Vice President. The Hon. Elizabeth D. Katz presides over the case. The Debtor hired David G. Baker, Esq., at the Law Office of David G. Baker, as counsel; and Income Tax Plus as its accountant. David M. Nickless, Esq., was appointed Chapter 11 trustee for the Debtor. MONEYONMOBILE INC: Amends Subscription Rights Offering ------------------------------------------------------ MoneyOnMobile, Inc. has filed an amendment no. 1 to its Form S-1 registration statement relating to the distribution to holders of its common stock, $0.001 par value, and holders of its preferred stock, on an as converted basis, at no charge, non-transferable subscription rights to purchase up to 1,750,000 of the Company's common stock. In the rights offering, holders will receive, on May 11, 2018, the record date of the rights offering, one subscription right for every share of common stock owned and one subscription right for every share of common stock they would own upon full conversion of the shares of preferred stock owned at 4:00 p.m., Eastern Time, on May 9, 2018. The subscription rights will not be tradeable. Each subscription right consists of a basic subscription privilege and an over-subscription privilege. The Company must receive minimum gross proceeds of $4.0 million from the exercise of the basic subscription privilege and over-subscription privilege in order to complete the offering. In the event that holders exercise subscription rights for in excess of the maximum exercise amount, which is the lesser of $10.0 million or 1,750,000 shares of the Company's common stock (not including the over-subscription privilege), the amount subscribed for by each person will be proportionally reduced, based on the amount subscribed for by each person (not including any over-subscription privilege subscribed for). The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on June 4, 2018, unless the rights offering is extended or earlier terminated by the Company. If the Company elects to extend the rights offering, the Company will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration date of the rights offering. The Company may extend the rights offering for a period not to exceed 30 days in its sole discretion. Once made, all exercises of subscription rights are irrevocable. However, it will be a condition of this rights offering that on or before the expiration of this rights offering or its earlier termination, (i) the Company receives subscriptions or over-subscriptions or a combination thereof for an aggregate of $4.0 million and (ii) the Company's common stock is successfully listed on the NASDAQ Capital Market. If either of this conditions is not satisfied on or before the expiration of this rights offering or its earlier termination, the Company will cancel the rights offering and all exercise of subscriptions will not be completed and all funds advanced in connection with those exercises will be refunded by the subscription agent. All subscription payments will be deposited into an escrow account maintained by the subscription agent for the benefit of the holders exercising their subscriptions under the rights offering, and if the rights offering is not completed for any reason all funds will be returned promptly to such subscribers in the amounts advanced in connection with their respective exercises. The Company has engaged Advisory Group Equity Services, Ltd., d/b/a RHK Capital as dealer-manager for this rights offering. The Company is conducting the rights offering to raise capital that it intends to use to expand growth in its operations in India and for general corporate purposes. The Company's independent registered public accounting firm in its report on the March 31, 2017 financial statements has raised substantial doubt about the Company's ability to continue as a going concern. The Company had cash and cash equivalents in the amount of $4,673,805 as of Dec. 31, 2017. The Company estimates that the current funds on hand and funds raised through this rights offering will be sufficient to continue operations through June 2019. A full-text copy of the Form S-1 is available for free at: https://is.gd/GhXake About MoneyOnMobile MoneyOnMobile, Inc., headquartered in Dallas, Texas -- http://www.money-on-mobile.com/-- is a global mobile payments technology and processing company offering mobile payment services through its Indian subsidiary. MoneyOnMobile enables Indian consumers to use mobile phones to pay for goods and services or transfer funds from one cell phone to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site. Its technology also allows consumers to deposit funds into a mobile wallet or to perform a financial transaction through its robust agent network which includes over 330,000 retail locations as of March 31, 2017. MoneyOnMobile reported a net loss of $13.09 million for the year ended March 31, 2017, following a net loss of $19.72 million for the year ended March 31, 2016. The Company's balance sheet at Dec. 31, 2017, showed $27.67 million in total assets, $30.02 million in total liabilities, $1.22 million in preferred stock Series D, $5.70 million in preferred stock Series F, and a total stockholders' deficit of $9.27 million. Liggett & Webb, P.A., in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, noting that the Company has experienced recurring operating losses and negative cash flows from operating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONEYONMOBILE INC: Effects Reverse Common Stock Split ----------------------------------------------------- MoneyOnMobile, Inc. announced a reverse stock split of its common shares at a ratio of 1 for 20, effective Tuesday April 24, 2018. The Company's common stock began trading on a post-split basis on April 25, 2018. Upon the commencement of trading on April 25, 2018, the Company's symbol on the OTCQB marketplace will change to "MOMTD" for a period of 20 business days, after which the "D" will be removed from the Company's trading symbol, which will revert to the original symbol of "MOMT". In connection with the reverse stock split, the CUSIP number for the common stock has been changed to 60937K206. "We are excited to complete the reverse split and proceed with our application to list on a national securities exchange. All of our recent events, from fundraising and debt restructuring deals, the launch of our rights offering, to this reverse split, are done so we can continue to grow our national footprint in India," said Harold Montgomery, CEO and Chairman. The MoneyOnMobile Board of Directors approved the ratio and timing of the reverse stock split on April 19, 2018. The reverse stock split became effective at 8:00 a.m. Central on April 24, 2018. Information for Stockholders As a result of the reverse stock split, the total number of shares of common stock held by each stockholder will be converted automatically into the number of whole shares of common stock equal to (i) the number of shares of common stock held by the stockholder immediately prior to the reverse stock split, divided by (ii) 20. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock will decrease to approximately 4.0 million post-split shares (prior to effecting the rounding of fractional shares into whole shares as described below) from approximately 79.5 million pre-split shares. Upon the effectiveness of the reverse stock split, each 20 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the reverse stock split will see that fractional share rounded up to a whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. The Company's transfer agent, Securities Transfer Corporation (STC) will act as paying agent for the reverse stock split. STC will provide stockholders of record holding certificates representing pre-split shares of the Company's common stock as of the effective date [GA4] a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker's particular processes, and will not be required to take any action in connection with the reverse stock split. STC can be reached at (469) 633-0101. The authorized capital of the Company of 200,000,000 shares of common stock as well as the 1,000,000 shares of preferred stock will not be affected by the reverse stock split All options and warrants, and relating per share exercise price, of the Company outstanding immediately prior to the reverse stock split will be appropriately adjusted to account for reverse share split. In general, the reverse stock split will affect a reduction in the number of shares of common stock subject to such outstanding stock options and warrants proportional to the exchange ratio of the reverse stock split and will effect a proportionate increase in the exercise price of such outstanding options and warrants. About MoneyOnMobile headquartered in Dallas, Texas, MoneyOnMobile, Inc. -- http://www.money-on-mobile.com/-- is an India focused mobile payments technology and processing company offering mobile payment services. MoneyOnMobile enables Indian consumers to use mobile phones to pay for goods and services or transfer funds from one cell phone to another. It can be used as simple SMS text functionality or through the MoneyOnMobile application or internet site. MoneyOnMobile has more than 350,000 retail locations throughout India. Effective Nov. 30, 2015, the Company divested its U.S. Operations, excluding executive headquarters. MoneyOnMobile reported a net loss of $13.09 million for the year ended March 31, 2017, following a net loss of $19.72 million for the year ended March 31, 2016. The Company's balance sheet at Dec. 31, 2017, showed $27.67 million in total assets, $30.02 million in total liabilities, $1.22 million in preferred stock Series D, $5.70 million in preferred stock Series F, and a total stockholders' deficit of $9.27 million. Liggett & Webb, P.A., in New York, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, noting that the Company has experienced recurring operating losses and negative cash flows from operating activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MOTORS LIQUIDATION: Can Enforce Sale Order Against P. Bombard ------------------------------------------------------------- General Motors LLC's ("New GM") filed a Motion to Enforce the Bankruptcy Court's Sale Order and Court-Approved Deferred Termination (Wind-Down) Agreement with Respect to Pat Bombard, seeking to enjoin Bombard from proceeding with the Franchised Motor Vehicle Dealer Request for Adjudicatory Proceedings filed with the New York State Department of Motor Vehicles on Dec. 19, 2017. Bombard filed an objection to the motion. Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York granted the motion. New GM sough entry of an order, under the Sale Order and sections 2(a), 5 and 13 of the Bombard WD Agreement, ordering Bombard to withdraw his Adjudicatory Proceedings Request with the NYDMV with prejudice, to cease and desist from all efforts to assert the claims asserted in the Adjudicatory Proceedings Request, and to cease and desist from taking any action or attempting in any way to avoid the terms of the Bombard WD Agreement. New GM argues that Bombard, who is not and has not been an authorized GM dealer for almost eight years, improperly seeks to avoid his obligations under the Bombard WD Agreement by disregarding its broad release and covenant not to sue. New GM also contends that Bombard ignores that Bombard Car Co. and Old GM agreed that the Court has exclusive jurisdiction to interpret, enforce, and adjudicate any dispute regarding the Bombard WD Agreement, instead proceeding with the Adjudicatory Proceedings Request in the NYDMV. First, Bombard produced almost no papers in this case. Bombard's Opposition and Supplemental Letter contain no contentions of fact or law, does not include any legal argument in support of Bombard's position, and fails to refute any of New GM's argument presented in its Motion. The Court concludes that New GM's arguments properly support granting the relief requested. Under the unambiguous provisions of the Sale Order and the Bombard WD Agreement, this Court has exclusive jurisdiction with respect to the remainder of Bombard's claims. The Sale Order granted exclusive jurisdiction to this Court to enforce and implement the provisions of the Sale Order, including the Wind-Down Agreements. By executing the Bombard WD Agreement, Bombard expressly agreed that this Court retains exclusive jurisdiction to adjudicate disputes "concerning the terms of [the Bombard WD Agreement] and any other matter related thereto." It is unclear what claims Bombard seeks to asserts against Old GM or New GM--referring to "GM" or "General Motors" without distinguishing between the two entities. Bombard's claims based on sections 463(2)(e)(2) and (2)(d)(1) and 466(1) of the Vehicle and Traffic Law for imposing unreasonable restrictions on Bombard's right to and refusing to renew the Bombard Dealer Agreement relate to the termination of the Bombard Dealer Agreement. The Bombard Dealer Agreement was expressly terminated by the Bombard WD Agreement. Bombard's claims under these provisions are thus covered by the jurisdiction clause of the Bombard WD Agreement and must exclusively be dealt with in this Court. Bombard agreed to the release and covenant not to sue provisions when he entered the Bombard WD Agreement. The Bombard WD Agreement provides that Bombard Car Co. and all of its members, including Bombard, released any claim they may have had as of the date of the execution of the Bombard WD Agreement against Old GM or New GM arising out of or relating to, among others, the Bombard Dealer Agreement or the Bombard WD Agreement. They also agreed not to sue Old GM or New GM for any of those claims. The Bombard WD Agreement thus precludes Bombard from asserting any claims against Old GM or New GM arising under or relating to the Bombard Dealer Agreement or the Bombard WD Agreement. Bombard's claims against New GM before the NYDMV under sections 463(2)(e)(2) and (2)(d)(1) and 466(1) of the Vehicle and Traffic Law are barred by the release and covenant not to sue. Therefore, Bombard must withdraw his Adjudicatory Proceedings Request with the NYDMV with prejudice. For the foregoing reasons, the Court grants New GM's Motion to enforce and Bombard is enjoined from proceeding with a hearing before the NYDMV, and he is ordered to withdraw all of his claims filed with the NYDMV within 14 days from the date of this opinion and order. A full-text copy of the Court's Memorandum Opinion and Order dated April 13, 2018 is available at: http://bankrupt.com/misc/nysb09-50026-14271.pdf Attorneys for General Motors LLC: Arthur Steinberg, Esq. Scott Davidson, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, NY 10036 asteinberg@kslaw.com sdavidson@kslaw.com About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation Company GUC Trust had $530.7 million in total assets, $42.50 million in total liabilities and $488.21 million in net assets in liquidation. MPM SHERMAN: S&P Alters Outlook to Stable After Charter Renewals ---------------------------------------------------------------- S&P Global Ratings revised its outlook on the California School Finance Authority's series 2014 school facility revenue bonds, issued on behalf of MPM Sherman Way LLC for Magnolia Science Academy 1 (MSA-1), to stable from negative. At the same time, S&P Global Ratings affirmed its 'BB' long-term rating on the bonds. "The outlook change reflects the stabilization of the organization subsequent to obtaining charter renewals and concluding the regulatory oversight process," said S&P Global Ratings credit analyst Debra Boyd. "It also reflects our view that the issuance of $25.4 million in additional debt is supported at the current 'BB' rating level." Magnolia Educational & Research Foundation (MERF) is the parent organization of 10 Magnolia Science Academy (MSA) schools in California. The rated series 2014 bonds were originally secured by gross revenue of only MSA-1. MERF issued $25.4 million in series 2017 non-rated debt, which are secured by a joint and several pledge of revenues from MSA-1, MSA-San Diego, and MSA-Santa Ana schools. At the time these 2017 bonds were issued, the 2014 bond documents were amended to incorporate a master trust indenture under which the 2014 and 2017 bonds would be governed and create a parity relationship between the two debts. Given this revised structure, that the 2014 obligated group has been expanded to include MSA-1, MSA-San Diego, and MSA-Santa Ana to support this parity structure. S&P notes that MSA-Santa Ana has a preexisting loan with the state of California that is senior to the bonds, which we incorporate into the analysis of the organization's financial profile. S&P said, "The changes to expand the obligated group from a single school to three school has modified our view of MERF's group credit profile (GCP) to core from highly strategic, based on our group rating methodology published Nov. 19, 2013 on RatingsDirect. This core assessment reflects our view that the obligated group represents a significant portion of MERF's overall enrollment (42%), assets (65%), and revenues (40%).Under this methodology, a core group entity is rated equal to the GCP. "We assessed MERF's enterprise profile as vulnerable, characterized by a large and growing enrollment; a transitioning management team; and dependency on charter renewal. In addition, MERF has volunteered for reviews by School Services of California, which has not reported any concerns at this point; previously, it was reviewed by the Fiscal Crisis Management Assistance Team (FCMAT). We assessed MERF's financial profile as adequate with a history of full-accrual operating surpluses, a manageable debt burden, and healthy year-over-year growth in unrestricted net assets. In our view, the new debt weakens the financial profile of the organization, although lease adjusted maximum annual debt service (MADS) is still above 1x. We believe that these combined credit factors lead to an indicative credit profile of 'bb' and a long-term rating on the bonds of 'BB'." MURRAY ENERGY: Bank Debt Trades at 14.60% Off --------------------------------------------- Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 85.40 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.43 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 13. NATURE'S BOUNTY: Bank Debt Trades at 7.90% Off ---------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 92.10 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.50 percentage points from the previous week. Nature's Bounty pays 350 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on September 30, 2024. 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 13. NATURE'S SECOND CHANCE: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------------- The U.S. Trustee for Region 10 on April 25 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Nature's Second Chance Hauling LLC. The committee members are: (1) Ryder System, Inc. Attn: Mike S. Mandell 11690 NW 105 Street Miami, FL 33178 Phone: 305-500-4417 Fax: 305-500-3336 Email: mandms@ryder.com (2) Hogan Truck Leasing, Inc. Attn: Julie Hutson 2150 Schuetz Rd., Suite 210 St. Louis, MO 63146 Phone: 314-802-5929 Email: JHutson@hogan1.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. Nature's Second Chance is represented by: Steven M. Wallace, Esq. Heplerbroom LLC 130 N. Main St. P.O. Box 510 Edwardsville, IL 62025 Tel: (618) 307-1185 Fax: (855) 656-1364 Email: steven.wallace@heplerbroom.com About Nature's Second Chance Hauling Nature's Second Chance Hauling, LLC, based in Alton, Illinois, is a privately-held company that provides specialty trucking services to a number of Fortune 500 Companies throughout the United States. Nature's Second Chance Hauling sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-30328) on March 19, 2018. In the petition signed by Vern Van Hoy, managing member, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Debtor tapped Heplerbroom LLC as its legal counsel. NEIMAN MARCUS: Bank Debt Trades at 13.15% Off --------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Inc. is a borrower traded in the secondary market at 86.85 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.04 percentage points from the previous week. Neiman Marcus pays 325 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on October 25, 2020. 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 13. NIKING PROPERTIES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Niking Properties, LLC 7677 St. Andrews Road Lake Worth, FL 33467 Business Description: Niking Properties, LLC is a privately held company in Lake Worth, Florida engaged in activities related to real estate. The Company owns two real properties in Atlantic Beach, New York having an aggregate appraised value of $1.05 million. Chapter 11 Petition Date: April 27, 2018 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Case No.: 18-72867 Judge: Hon. Robert E. Grossman Debtor's Counsel: Melanie A. FitzGerald, Esq. LAMONICA HERBST & MANISCALCO LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: 516-826-6500 Fax: 516-826-0222 Email: MFitzgerald@lhmlawfirm.com - and - Salvatore LaMonica, Esq. LAMONICA HERBST & MANISCALCO LLP 3305 Jerusalem Ave Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 Email: sl@lhmlawfirm.com Total Assets: $1.05 million Total Liabilities: $905,092 The petition was signed by Anna Maria Giacomazzo, manager and authorized representative. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-72867.pdf NN INC: Moody's Lowers CFR to B3; Outlook Stable ------------------------------------------------ Moody's Investors Service downgraded NN, Inc.'s Corporate Family Rating (CFR) to B3 from B2. In a related action, Moody's affirmed NN's Probability of Default Rating (PDR) at B3-PD, affirmed the first-lien senior secured bank credit facilities' rating at B2, and assigned at Caa2 rating to the new second-lien senior secured term loan. Moody's also downgraded the Speculative Grade Liquidity (SGL) Rating to SGL-3 from SGL-2. The rating outlook is stable. The new $200 million second-lien senior secured term loan will be used, along with a portion of cash on hand, to fund the previously announced agreement to acquire PMG Intermediate Holding Corporation, the parent company of Paragon Medical, Inc. (Paragon). Paragon is a manufacturer of medical devices, and produces cases and trays, surgical tools, and implantable components used in surgery procedures conducted in hospitals and surgery centers. The following rating was downgraded: NN, Inc. Corporate Family Rating, to B3 from B2; Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 The following ratings were affirmed: NN, Inc. Probability of Default Rating at B3-PD; $143 million first lien senior secured revolver due 2020, at B2 (LGD3); $545 million first lien senior secured term loan due 2022, at B2 (LGD3); $300 million first lien senior secured term loan due 2021, at B2 (LGD3) The following rating was assigned: Caa2 (LGD5) to the $200 million second-lien senior secured term loan due 2023 Rating outlook: Stable RATINGS RATIONALE Moody's downgrade of NN's CFR to B3 incorporates the high pro forma 2017 Debt/EBITDA of about 8.9x (inclusive of Moody's standard adjustment and before synergies). As such, reducing debt/EBITDA leverage will require the complete execution of about $33 million in anticipated synergies, which are not expected to be completed until 2020, in addition to generating operational efficiencies at the acquired Paragon operations. Including these synergies, pro forma debt at year-end 2017 Debt/EBITDA is estimated to remain high at about 6.7x. Further improvement on this pro forma leverage over the next two years is dependent on achieving continued growth and generating operational efficiencies. The rating also considers NN's stated goal of $1 billion in revenue, which would represent a significant increase from pro forma 2017 revenue of about $761 million, and the risk that acquisitions to achieve this goal may involve debt financing. The acquisition of Paragon is a positive strategic development which redeploys excess balance sheet cash into earning assets following the 2017 sale of the Precision Bearing Components (PBC) business for proceeds of $388 million. The acquisition furthers grows NN's Life Sciences business, which would increase from 21% to 35% of sales. Long term, the transaction supports NN's stated strategy of targeting growth within its Life Sciences portfolio. The stable rating outlook reflects NN's demonstrated ability to integrate several acquisition over the years prior to the sale of PBC and expected adequate liquidity profile. The downgrade of the Speculative Grade Liquidity Rating to SGL-3 reflects the lower levels of cash on hand following the acquisition. The SGL-3 rating reflects our anticipation that NN will have an adequate liquidity profile over the near-term supported by availability under the $143 million revolving credit facility and the expectation of positive free cash flow generation over the next 12-15 months. The revolving credit facility was unfunded at December 31, 3017 with availability of $98 million after about $2.4 million in letters of credit outstanding. Pro forma for the acquisition, the revolving credit facility is anticipated to be unfund. Availability under the revolver is subject to certain leverage test thresholds. The revolver contains a maximum net leverage ratio, recently amended to incorporate the acquisition, which we expect to have sufficient cushion over the next 12 to 15 months. We estimate that free cash flow generation will be in the low-single digits as a percentage of adjusted debt over the next 12-15 months. Consideration for a higher outlook or rating could result from achieving debt/EBITDA below 6.0x and EBITA/interest expense, inclusive of restructuring charges, above 2x supported by outpacing industry growth trends. Other considerations include balanced shareholder return policies along with more a moderate pace of acquisition growth. Future events that have the potential to drive a lower outlook or rating include debt-funded acquisitions that result in the weakening of credit metrics, the inability to successfully integrate acquisitions, or weakness in any of the company's major end-markets. Consideration for a lower outlook or rating could result from debt/EBITDA remaining above 7x for a prolonged period. A weakening liquidity profile could also drive a negative rating action. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. NN, headquartered in Johnson City, Tennessee, is a diversified industrial company that designs and manufactures high-precision metal and plastic components and assemblies for a variety of markets on a global basis. Revenues for 2017 were $620 million. ONEBADA BBQ INC: Trustee Taps Levene Neale as Legal Counsel ----------------------------------------------------------- Timothy Yoo, the Chapter 11 trustee for Onebada BBQ Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. The firm will advise the trustee regarding the requirements of the Bankruptcy Code; conduct examinations; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates for its attorneys range from $425 to $595. Paraprofessionals charge $250 per hour. Monica Kim, Esq., a member of Levene, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Levene can be reached through: Monica Y. Kim, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: myk@lnbyb.com About Onebada BBQ Onebada BBQ Inc. operates a Korean barbeque restaurant doing business as "Bulgogi House" located at 6901 Walker Street, La Palma, California. Onebada sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-11855) on Feb. 9, 2018. The Debtor hired the Law Office of Jaenam Coe PC as its bankruptcy counsel. Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor. ONEIDA GROUP: S&P Cuts CCR to CCC on Weak Liquidity, Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Lancaster, Ohio-based The Oneida Group Inc. to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we assigned our 'CCC+' issue level rating and '2' recovery rating to the extended first-lien term loan B and lowered our issue-level ratings on its non extended first-lien term loan A to 'CCC+' from 'B-'. These term loans are borrowed by its operating subsidiaries Anchor Hocking LLC and Oneida Ltd. The '2' recovery rating indicates our expectation for a substantial (70%-90%; rounded estimate: 70%) recovery to creditors in the event of a payment default. "We estimate as of Dec. 31, 2017, the company had $67 million in funded debt outstanding. "The downgrade reflects our belief that Oneida may not be able to maintain sufficient liquidity to service its debt or run its business, and could default on its financial covenants absent a refinancing of its asset-backed lending facility (ABL) and term loan. Specifically, the company's unextended $5.5 million term loan is due on June 4, 2018. While the company currently has access to its ABL to meet the payment, we believe liquidity remains constrained. Following the payment, we believe the ABL availability would be below $10 million, leaving little operating flexibility. "The negative outlook reflects our view that we could lower the ratings within the next year if a payment default, distressed exchange, or other debt restructuring appear to be inevitable, because the company is unable to refinance its existing debt under more favorable and sustainable terms. "We could lower the ratings if the company is unable to refinance or improve its liquidity, such that we envision a specific default scenario over the next six months. This could occur if operating performance does not improve and the company is unable to meet its June 2018 maturity or it is unable to remain in compliance with its covenants to maintain access to its ABL to meets its debt service or business operating needs. "We could raise the ratings or revise the outlook to stable if the company is able to meet its upcoming debt maturity, improve its liquidity position through refinancing or amending its ABL to enhance its borrowing capacity, or through positive cash flow generation." OPTOMETRX OPTOMETRY: Hires Robert Yaspan as Bankruptcy Counsel -------------------------------------------------------------- Optometrx Optometry, Inc., d/b/a Optometrx Optometry, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Robert M. Yaspan, as general bankruptcy counsel to the Debtor. Optometrx Optometry requires Robert M. Yaspan to: a. negotiate with the creditors of the Debtor; b. assist the Debtor with the negotiation, confirmation, and implementation of the Debtor's Plan of Reorganization under Chapter 11; c. prepare the Schedule of Current Income and Current Expenses, Statement of Financial Affairs, Statement of All Liabilities of the Debtor, and Statement of All Property of the Debtor; d. prepare of pleadings, attend at court hearings and work with the various parties interested in the bankruptcy case; e. give the Debtor legal advice with respect to its powers and duties as a Debtor-in-Possession in the continued operation of the management of his property; f. prepare necessary applications, answers, orders, reports, and other legal papers; and g. perform all other legal services for the Debtor, which may be necessary in the bankruptcy case. Robert M. Yaspan will be paid at these hourly rates: Attorneys $435 to $550 Paralegals $110 to $200 Robert M. Yaspan received from the Debtor a retainer in the amount of $6,697, including the filing fee. As of the time of the filing of the petition, after deducting expenses and costs, leaving the remaining amount of $2,500 placed in the firm's trust account. Robert M. Yaspan will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Yaspan, name partner at the firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert M. Yaspan can be reached at: Robert M. Yaspan, Esq. LAW OFFICES OF ROBERT M. YASPAN 21700 Oxnard Street, Suite 1750 Woodland Hills, CA 91367 Tel: (818) 774-9721 About Optometrx Optometry Optometrx Optometry, Inc., d/b/a Optometrx Optometry, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-14208) on April 12, 2018. Robert M. Yaspan, Esq., at the Law Firm of Robert M. Yaspan, is the Debtor's counsel. PAINTSVILLE INVESTORS: Seeks Authority to Use Cash Collateral ------------------------------------------------------------- Paintsville Investors, LLC, requests the United States Bankruptcy Court for the Eastern District of Kentucky for authority to use cash collateral as set forth on the Budget for an interim period until a final hearing for continued use can be held. The Debtor states that the interim use of cash collateral is necessary to ensure continued going concern operations and to protect and preserve the value of the Debtor's assets and on-going operations. The Debtor proposes to use cash collateral to meet its post-petition obligations and to pay its expenses, general and administrative operating expenses, and other necessary costs and expenses, including taxes and insurance and other expenses incurred during the pendency of the bankruptcy case, including professional fee carve-outs as proposed in the Budget. The proposed Budget provides total operating disbursements of approximately $614,885 during the period from week ending April 13 to week ending May 4, 2018. X-Caliber Capital asserts a claim in the aggregate amount of $8,814,372, secured by substantially all of the Debtor's assets. As adequate protection, the Debtor will continue to account for all cash use, and the proposed cash use is being incurred to preserve property of the Estate. The Debtor will grant X-Caliber a security interest in and lien upon all property of the Debtor, of the same type and description as the pre-petition cash collateral, whether now owned or hereafter acquired, subject only to (a) any priming lien granted to an entity which loans funds to the Debtor post-petition; (b) any carve-outs for professional and U.S. Trustee fees approved by the Court; and (c) any valid and enforceable, perfected and non-avoidable liens of other secured creditors, as of the Petition Date. Said adequate protection claim will further be entitled under Section 507(b) of the Bankruptcy Code to priority as administrative expenses of the kind specified in Sections 503(b) or 507 of the Bankruptcy Code, but only to the extent of the diminution in the value of X-Caliber's interest in the Pre-Petition Cash Collateral, other than as the result of a payment of the X-Caliber's Claim. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/kyeb18-70219-18.pdf Paintsville Investors, LLC Mountain Manor of Paintsville is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Visit http://mountainmanorofpaintsville.comfor more information. Paintsville Investors, LLC, d/b/a Mountain Manor of Paintsville, d/b/a Buckingham Place filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219), on April 9, 2018. The Petition was signed by Franklin D. Fitzpatrick, trustee, manager. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. At the time of filing, the Debtor had $7.01 million in total assets and $9.81 million in total debt. PETTERS CO: RSCI Bid to Intervene in Receiver Suit vs JPMC Junked ----------------------------------------------------------------- Movants Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investment I, L.L.C., Ritchie Capital Structure Arbitrage Trading, Ltd., Ritchie Capital Management, Ltd., Ritchie Capital Management, L.L.C. filed an appeal and objection to U.S. Magistrate Judge Hildy Bowbeer's Order dated Jan. 2, 2018 denying Ritchie's Motion to Intervene in the suit captioned Douglas A. Kelley, in His Capacity as the Court-Appointed Receiver of Thomas Joseph Petters; Petters Company Inc., aka PCI; Petters Group Worldwide LLC; et al., Plaintiff, v. JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., One Equity Partners LLC, Jacques A. Nasser, Lee M. Gardner, Charles F. Auster, James W. Koven, Rick A. Lazio, J. Michael Pocock, William L. Flaherty, Ira H. Parker, Defendants., and Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investment I, L.L.C., Ritchie Capital Structure Arbitrage Trading, Ltd., Ritchie Capital Management, Ltd., Ritchie Capital Management, L.L.C., Movants, No. 10-cv-04999 (SRN/HB) (D. Minn.). District Judge Susan Richard Nelson overruled Ritchie's objection. Ritchie is one of the many investors who suffered staggering monetary losses when Thomas Petters's Ponzi scheme collapsed. To attempt to recover its losses, Ritchie has been an active participant in Petters-related litigation from the time of Petters's arrest. Apart from moving to intervene, unsuccessfully, Ritchie has filed a multitude of direct lawsuits against third parties whom it alleges are partially responsible for its losses. Ritchie first objects to the magistrate judge's conclusion that its motion was not timely. Intervention as a matter of right and permissive intervention both require that the party seeking intervention file a "timely" motion. The timeliness of a motion to intervene is thus "a threshold issue." While "[t]imeliness is to be determined from all the circumstances," the Eighth Circuit considers four specific factors when determining whether a motion to intervene is timely: "(1) how far the litigation had progressed at the time of the motion for intervention, (2) the prospective intervenor's prior knowledge of the pending action, (3) the reason for the delay in seeking intervention, and (4) the likelihood of prejudice to the parties in the action." Here, analysis of these factors demonstrates that Ritchie's motion to Intervene is clearly untimely, and thus that the magistrate judge's order was not clearly erroneous or contrary to law. Quite the opposite, the Court fully agrees with the magistrate judge's conclusion as to each of the timeliness factors. By virtue of Kelley's efforts in bankruptcy court, the litigation had progressed significantly before Ritchie filed its motion to intervene. As the magistrate judge correctly found, JPMC and Kelley, albeit in his capacity as Bankruptcy Trustee, have been engaged in active discovery for a significant length of time. Ritchie also objects to the magistrate judge's conclusion that Ritchie's motion to intervene should be denied because Ritchie lacks a legally cognizable interest in this litigation. The magistrate judge observed that "[t]he crux of Ritchie's argument in support of its motion to intervene is that it should be allowed to be heard in Kelley's case against JPMC because success by Kelley in the instant case could prejudice Ritchie's ability to recover against JPMorgan Chase in its own action." However, the magistrate judge concluded that "[s]ince Ritchie's own case against JPMC has been dismissed, . . . Ritchie does not have an interest in the instant case that is 'direct, substantial, and legally protectable.'" Ritchie argues that the District Court should not give conclusive weight to Judge Frank's order dismissing Ritchie's case because "[Ritchie] has filed an appeal of that Order and therefore it is not a final judgment." The Court is unpersuaded. As correctly found by the magistrate judge, Ritchie has been adjudged to have no direct claims against JPMC. Ritchie's claims are time-barred. The fact that Judge Frank's order has been appealed, such that there is but a possibility that Ritchie's claims against JPMC could be revived, does not alter the analysis of whether Ritchie presently has an interest in this litigation. Allowing Ritchie to intervene after its own claims have been dismissed would be tantamount to giving him a second opportunity to relitigate his claims in this forum. This Court declines to do so. A full-text copy of the Court's Memorandum Opinion and Order dated April 9, 2018 is available at https://bit.ly/2Jb6k2G from Leagle.com. Douglas A. Kelley, in his capacity as the court-appoint Receiver of Thomas Joseph Petters; Petters Company Inc., aka PCI; Petter Group Worldwide LLC; et al, Plaintiff, represented by Douglas L. Elsass -- delsass@nilanjohnson.com -- Nilan Johnson Lewis PA, K. Jon Breyer , Lindquist & Vennum LLP, Kevin M. Magnuson , Kelley, Wolter & Scott, PA, Lori A. Johnson -- ljohnson@nilanjohnson.com -- Nilan Johnson Lewis PA & Steven E. Wolter, Kelley, Wolter & Scott, P.A. JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., One Equity Partners LLC, Jacques A. Nasser, Lee M. Gardner, Charles F. Auster, James W. Koven, Rick A. Lazio, J. Michael Pocock, William L. Flaherty & Ira H. Parker, Defendants, represented by Alan Craig Turner , Simpson Thacher & Bartlett LLP, pro hac vice, Benjamin E. Gurstelle -- bgurstelle@briggs.com -- Briggs & Morgan, PA, David J. Woll , Simpson Thacher & Bartlett LLP, pro hac vice, Isaac Martin Rethy , Simpson Thacher & Bartlett LLP, pro hac vice, John R. McDonald -- jmcdonald@briggs.com -- Briggs & Morgan, PA, Joshua C. Polster, Simpson Thacher & Bartlett LLP, pro hac vice, Kevin M. Decker -- kdecker@briggs.com -- Briggs & Morgan, PA & Thomas Charles Rice, Simpson Thacher & Bartlett LLP, pro hac vice. Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd., Yorkville Investment I, L.L.C., Ritchie Capital Structure Arbitrage Trading, Ltd., Ritchie Capital Management, Ltd. & Ritchie Capital Management, L.L.C., Movants, represented by Patrick H. O'Neill, Jr. -- poneill@larsonking.com -- Larson King, LLP. About Petters Company Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct.6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. The Official Committee of Unsecured Creditors is represented by David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark & Johnson, P.A. Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq., Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger, Esq., at Lindquist & Vennum LLP. PFS HOLDING: Moody's Cuts CFR to Ca on Unviable Capital Structure ----------------------------------------------------------------- Moody's Investors Service downgraded its ratings for PFS Holding Corporation ("PFS"), including the company's Corporate Family Rating (CFR; to Ca, from Caa1) and Probability of Default Rating (to Caa3-PD, from Caa1-PD), and the ratings for the company's senior secured first- and second-lien term loans (to Ca, from Caa1, and to C, from Caa3, respectively). The ratings outlook remains negative. "The downgrades reflect our belief that the company's capital structure is unsustainable in its current form following the loss of a key customer," according to Vladimir Ronin, Moody's lead analyst for the PFS Holding. "The company's liquidity profile is weak, particularly in the context of our expectation of a meaningful reduction in earnings, which we believe heightens the probability of default and precipitates a requisite restructuring of the balance sheet, with fairly high impairment of debt claims anticipated," added Ronin. Moody's downgraded the following ratings for PFS Holding Corporation: - Corporate Family Rating, to Ca from Caa1 - Probability of Default Rating, to Caa3-PD from Caa1-PD - Senior Secured First Lien Term Loan, to Ca (LGD5) from Caa1 (LGD4) - Senior Secured Second Lien Term Loan, to C (LGD6) from Caa3 (LGD5) Outlook Action: - Outlook, Remains Negative RATINGS RATIONALE PFS Holding's Ca Corporate Family Rating broadly reflects the company's very high financial leverage and narrow margins that are typical of distributors. The substantial loss from one of its key customers will result in material deterioration of the company's earnings and profitability. Moody's expects debt will be a sizeable double-digit multiple of reduced EBITDA over the next 12-18 months. Further constraining the rating are liquidity concerns related to the company's modest cash flows and constrained availability under its credit facility. The rating does continue to incorporate the company's national distribution platform as the largest pet food and supply distributor in the US. The rating outlook is negative and incorporates Moody's expectation that the company's capital structure is likely unsustainable in its current form, despite various cost saving initiatives that have been and continue to be undertaken. The ratings could be downgraded if liquidity weakens, operating performance deteriorates, negative free cash flows are sustained, or there is a pre-emptive restructuring involving a distressed exchange of debt or otherwise. The ratings could be upgraded if the company successfully implements cost saving initiatives and grows EBITDA such that adjusted debt-to-EBITDA is significantly reduced, positive free cash flow is expected to be sustained, and at least an adequate liquidity profile is ensured. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Easton, Pennsylvania based PFS Holding Corporation is the owner of Phillips Pet Food and Supplies. PFS is a leading pet food and pet supply distributor in the US. It services small independent pet retail stores, veterinarians, groomers, online retailers, and regional multistore chains. Revenue was about $1.2 billion for the twelve months ended December 31, 2017. Thomas H. Lee owns the majority of the company's equity. PFS HOLDING: Moody's Cuts CFR to Ca on Unviable Capital Structure ----------------------------------------------------------------- Moody's Investors Service downgraded its ratings for PFS Holding Corporation ("PFS"), including the company's Corporate Family Rating (CFR; to Ca, from Caa1) and Probability of Default Rating (to Caa3-PD, from Caa1-PD), and the ratings for the company's senior secured first- and second-lien term loans (to Ca, from Caa1, and to C, from Caa3, respectively). The ratings outlook remains negative. "The downgrades reflect our belief that the company's capital structure is unsustainable in its current form following the loss of a key customer," according to Vladimir Ronin, Moody's lead analyst for the PFS Holding. "The company's liquidity profile is weak, particularly in the context of our expectation of a meaningful reduction in earnings, which we believe heightens the probability of default and precipitates a requisite restructuring of the balance sheet, with fairly high impairment of debt claims anticipated," added Ronin. Moody's downgraded the following ratings for PFS Holding Corporation: - Corporate Family Rating, to Ca from Caa1 - Probability of Default Rating, to Caa3-PD from Caa1-PD - Senior Secured First Lien Term Loan, to Ca (LGD5) from Caa1 (LGD4) - Senior Secured Second Lien Term Loan, to C (LGD6) from Caa3 (LGD5) Outlook Action: - Outlook, Remains Negative RATINGS RATIONALE PFS Holding's Ca Corporate Family Rating broadly reflects the company's very high financial leverage and narrow margins that are typical of distributors. The substantial loss from one of its key customers will result in material deterioration of the company's earnings and profitability. Moody's expects debt will be a sizeable double-digit multiple of reduced EBITDA over the next 12-18 months. Further constraining the rating are liquidity concerns related to the company's modest cash flows and constrained availability under its credit facility. The rating does continue to incorporate the company's national distribution platform as the largest pet food and supply distributor in the US. The rating outlook is negative and incorporates Moody's expectation that the company's capital structure is likely unsustainable in its current form, despite various cost saving initiatives that have been and continue to be undertaken. The ratings could be downgraded if liquidity weakens, operating performance deteriorates, negative free cash flows are sustained, or there is a pre-emptive restructuring involving a distressed exchange of debt or otherwise. The ratings could be upgraded if the company successfully implements cost saving initiatives and grows EBITDA such that adjusted debt-to-EBITDA is significantly reduced, positive free cash flow is expected to be sustained, and at least an adequate liquidity profile is ensured. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Easton, Pennsylvania based PFS Holding Corporation is the owner of Phillips Pet Food and Supplies. PFS is a leading pet food and pet supply distributor in the US. It services small independent pet retail stores, veterinarians, groomers, online retailers, and regional multistore chains. Revenue was about $1.2 billion for the twelve months ended December 31, 2017. Thomas H. Lee owns the majority of the company's equity. PHILADELPHIA HAITIAN: Seeks Authorization to Use Cash Collateral ---------------------------------------------------------------- Philadelphia Haitian Baptist Church of Orlando, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash collateral in order to maintain the operation of its mission. The cash collateral which the Debtor seeks to use is comprised of funds on hand and to be received from tithes, donations and collection or rent, as well as, all accounts, cash on hand, goods, contract rights, inventory, equipment, insurance proceeds, accounts receivable and general intangibles. The proposed budget shows estimated total expenses of approximately $193,187 for the first twelve weeks, from March 18 until June 3, 2018. The Debtor believes that TMI Trust Company and OSK I, LLC may have an interest in cash collateral. Neither TMI nor OSK have been paid since January 2018. Both TMI and OSK hold the mortgage on the church property at 800 North Pine Hills Road, Orlando, FL. As adequate protection for the use of cash collateral, the Debtor proposes to give replacement liens on the property with the same priority as their respective prepetition. Since the property and buildings continue to appreciate in value, the Debtor believes that adequate protection payment is not necessary at this time. The Debtor asserts that it has no funds other than cash collateral and it has no other means to obtain operating funds. Thus, if not permitted to use cash collateral, the Debtor will be forced to halt its mission which will adversely affect the community, the general operations of its church, which will result in loss of the going concern value of the church property, reduction of the value of the estate's assets, and reduce the possibility of an effective organization in this case. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-01091-36.pdf 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. 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. PHILADELPHIA HEALTH SYSTEM: Independence Blue Leaves Committee -------------------------------------------------------------- Independence Blue Cross, LLC, has resigned from the Official Committee of Unsecured Creditors of North Philadelphia Health System, effective March 18, 2018. As reported by the Troubled Company Reporter on Jan. 25, 2017, Andrew Vara, Acting U.S. Trustee for Region 3, on Jan. 23 appointed four creditors to the Committee. The committee members now include only: (1) PECO Energy Company Attn: Patrick J. Vogelei and Lynn Zack 300 Exelon Way, 2nd Floor Kennett Square, PA 19348 Tel: (610) 765-6655 E-Mail: patrick.vogelei@exeloncorp.com lynn.zack@exeloncorp.com; (2) Keystone Quality Transport Co. Attn: Todd M. Strine 1260 E. Woodland Avenue, Suite 200 Springfield, PA 19064 Tel: (215) 432-6926 E-mail: tstrine@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 North Philadelphia Health System North Philadelphia Health System, a Pennsylvania non-profit, non-stock, non-member corporation, operates the Girard Medical Center, a state-licensed 65-person private psychiatric hospital, and the Goldman Clinic, a medically assisted treatment center located Philadelphia, Pennsylvania. North Philadelphia Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec. 30, 2016. The petition was signed by George Walmsley III, president and CEO. The Debtor estimated assets and liabilities at $10 million to $50 million. The case is assigned to Judge Magdeline D. Coleman. The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as counsel; John D. Kutzler, Esq., at Buzby & Kutzler, Attorneys at Law, as special counsel; and SSG Advisors as investment banker. On Jan. 23, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel and M S Fox Real Estate Group as consultant. PLASTIC2OIL INC: Chief Financial Officer Quits ---------------------------------------------- Rahoul S. Banerjea has informed the Board of Directors of Plastic2Oil, Inc. of his resignation from his position as the Company's chief financial officer, effective April 18, 2018. The Company plans to conduct a search for a qualified replacement. About Plastic2Oil Plastic2Oil, Inc. is an innovative North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's patent-pending Plastic2Oil (P2O) is a proprietary, commercially viable, and scalable process designed to provide immediate economic benefit for industry, communities, and government organizations faced with waste plastic recycling challenges. Platic2Oil incurred a net loss of $1.47 million in 2017 and a net loss of $5.70 million in 2016. As of Dec. 31, 2017, Plastic2Oil had $1.82 million in total assets, $13.96 million in total liabilities and a total stockholders' deficit of $12.14 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens, Florida, the Company's independent registered public accounting firm since 2014, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. QUALITY CARE: S&P Alters CreditWatch Placement to Positive ---------------------------------------------------------- S&P Global Ratings revised its CreditWatch placement on Bethesda, Md.–based Quality Care Properties Inc. (QCP) on to positive from negative. The corporate credit rating remains 'CCC'. S&P said, "In addition, the 'B-' issue-level rating on the first-lien credit facility and the 'CCC+' second-lien notes are on CreditWatch with positive implications. The recovery rating on the first-lien facility remains '1', indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of default. The recovery rating on the second lien notes remains a '2', indicating our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "The positive CreditWatch placement reflects our view that the combination would result in a meaningfully stronger size, scale, and competitive advantage, in addition to alleviated covenant pressure, than that of QCP on a stand-alone basis. In the transaction, Welltower will acquire all of the outstanding shares of QCP in an all-cash transaction for $20.75 per share. In conjunction with this transaction, Welltower formed an 80%/20% joint venture with ProMedica, a leading regional not-for-profit health system, for the real estate. ProMedica will be acquiring the operations of HCR ManorCare (not rated) and Arden Courts, and the leases will be restructured into the new agreement." S&P expects to resolve the CreditWatch placement upon closing of the transaction and pay down of the first-lien credit facility and second-lien notes. "Alternatively, we would reassess our ratings on QCP should the transaction fail to close or if the DSC is tripped prior to close, with creditors accelerating debt. This scenario would cause us to affirm the ratings, place them on CreditWatch with negative implications, or lower them." QUANTUM SURGICAL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Quantum Surgical Management, LLC as of April 25, according to a court docket. Quantum Surgical is represented by: Timothy W. Gensmer, Esq. Timothy W. Gensmer, P.A. 2831 Ringling Blvd., Suite 202-A Sarasota, FL 34237-5348 Phone: 941.952.9377 Email: tim@timgensmer.com About Quantum Surgical Management LLC Quantum Surgical Management, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02332) on March 27, 2018. In the petition signed by Ronald E. Wheeler, officer, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor tapped Timothy W. Gensmer, P.A. as its legal counsel. RENAISSANCE PUBLIC: S&P Alters 2012A/B School Bonds Outlook to Neg. ------------------------------------------------------------------- S&P Global Ratings revised its outlook on Renaissance Public School Academy (RPSA), Mich.'s tax-exempt series 2012A and taxable series 2012B public academy revenue bonds to negative from stable. At the same time, S&P Global Ratings affirmed its 'BB+' rating on RPSA's existing debt. "We base the negative outlook on our view of the school's weakened financial profile, namely declining liquidity in fiscal 2017, due to planned drawdowns to improve academic programs and capital-related projects, coupled with plans to maintain tighter margins and lower levels of cash," said S&P Global Ratings credit analyst Brian Marshall. Taken together, these issues could potential lead to overall financial profile ratios that are more in line with 'BB' rated peers over the next couple of years. S&P said, "We assessed RPSA's enterprise profile as adequate based on the academy's solid charter standing, as characterized by a long operating history and solid academic quality, as well as a stable management team. We assessed RPSA's financial profile as vulnerable based on modest full accrual operating margins, a weakened cash position, and a modest overall revenue base of less than $4 million. We believe that, combined, these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final rating of 'BB'. In our opinion, the 'BB+' rating on RPSA's bonds better reflects the school's historical and projected healthy demand and financial profiles, despite recent planned draws, which might not be indicative of RPSA's financial performance in the future when compared with that of peers and medians." The 'BB+' rating reflects S&P's view of the academy's: -- Solid enterprise profile, with steady demand, supported by a long operating history of more than 20 years; -- Satisfactory maximum annual debt service (MADS) coverage at fiscal year-end 2017 in line with 'BB' rating category medians; and -- Limited near-term debt plans. Offsetting the academy's strengths are what S&P considers RPSA's: -- Very small enrollment, albeit by design, coupled with very modest waiting lists; -- Small operating base, with less than $4 million in annual operating revenues; Moderate debt burden; and -- Vulnerability to risk, as with all charter schools, that the academy can be closed for nonperformance of its charter or for financial distress, before the final maturity of the bonds. T he bonds are a general obligation of the academy, payable from any legally available funds generated or held by RPSA, and secured by a first mortgage lien on the financed facilities and 20% of the academy's state aid--the maximum spending allowance established under Michigan statute for facilities-related debt. S&P said, "The negative outlook reflects our expectation that, in the next year, there is a one-in-three chance that the academy's liquidity, coverage, and overall financial profile could weaken to levels more commensurate with a 'BB' rating. We expect that RPSA will maintain its historically steady enterprise profile despite lower-than-average enrollment for the rating level, and keep its MADS and debt service coverage commensurate with current rating category medians. We anticipate the academy's demand profile will continue to reflect acceptable academics for the rating level and that enrollment will remain at approximately 400. "We could lower the rating if cash on hand continues to decline to levels no longer commensurate with the 'BB+' rating or if the academy experiences variable-to-declining enrollment and demand, operating deficits, and weakening or variable MADS coverage. "We could consider revising the outlook to stable if the academy improves and consistently maintains liquidity in line with the rating category while maintaining MADS coverage, debt burden, and demand metrics at current levels." RENATO'S GRILL: Seeks Authority to Use US Foods Cash Collateral --------------------------------------------------------------- Renato's Grill, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to use the alleged cash collateral of US Foods, Inc. in the amount set forth in the Budget. The Debtor seeks to use cash collateral to pay the its regular operating expenses in the regular course of business, and well as the administrative expenses in these Chapter 11 proceedings as they become due. The Debtor submits that the use of cash collateral is necessary for an effective reorganization and to avoid harm to its bankruptcy estate and the unsecured creditors. The Debtor needs to be able to pay its regular business expenses, as well as its administrative expenses as they become due, to continue operating as a going concern, and to maintain compliance with the guidelines of the Office of the U.S. Trustee. The Debtor will prepare and file a monthly Budget in advance of the hearing on its Motion. In addition, the Debtor requests that the Court find that Max Advance, LLC's UCC Financing Statement is terminated by operation of law. Prior to the filing of this case, a Final Judgment was entered in the full amount claimed due in favor of Max Advance against the Debtor. Max Advance elected its remedy to pursue the money judgment in lieu of the UCC Financing Statement. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb18-14119-4.pdf Attorneys for the Debtor: Craig I. Kelley, Esq. Kelley & Fulton, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 About Renato's Grill Renato's Grill, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14119) on April 9, 2018. In the petition signed by Giuseppina Maira, vice-president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as counsel to the Debtor. RENNOVA HEALTH: Reports 2017 Financial Results ---------------------------------------------- Rennova Health, Inc. reports financial results for the year ended Dec. 31, 2017, and provides a business update. Significant business highlights from 2017 and recent weeks include: * The Company has received approximately $15.7 million in cash from issuances of debentures and warrants and an additional $4.0 million from the issuance of our convertible preferred stock in 2017. Subsequent to Dec. 31, 2017, the Company received $2 million from the issuance of debentures and $0.8 million from the sale of stock it owned, to support Rennova's growth strategy. * Opened Big South Fork Medical Center that the Company acquired out of bankruptcy for $1 million, in Oneida Tennessee on Aug. 8, 2017. * Received CMS Certification for Big South Fork Medical Center effective Oct. 11, 2017 enabling the hospital to bill and get paid from Medicare. * Entered into an asset purchase agreement on Jan. 31, 2018 to acquire an 85 bed fully operating acute care hospital and separately located doctor's practice located in Jamestown, Tennessee. The transaction is expected to close in the second quarter of 2018, subject to customary regulatory approvals and closing conditions. * Received a favorable ruling from the Eleventh Circuit Court of Appeals in its CIGNA suit in September 2017, thereby reversing an earlier decision by the U.S. District Court which excluded some of its patient claims for which the Company believes it is entitled to be paid. * Announced the formation of its Advanced Molecular Services Group (AMSG) and Rennova's intention to spin it and its software division, HTS off to stockholders. * Completed the acquisition of Genomas, Inc. giving the Company ownership of a proprietary genetic test interpretation and reporting technology Management Commentary "2017 was a year in which we succeeded on the refocusing of Rennova Health's business model in a sector that we believe creates a significant opportunity for growth combined with predictable revenue and value for our shareholders," commented Seamus Lagan, Rennova's chief executive officer. "The opening of our first hospital was the result of a year of planning and investment. We look forward to the successful integration of our second and further acquisitions in this sector and the opportunity that this sector offers. We took numerous steps to streamline our costs throughout 2017, including further consolidation of our clinical laboratories and cutting administrative costs. Our clinical laboratory sector did not perform as well as hoped in 2017 with continued disruption and nonpayment for services continuing to create a difficult environment in the toxicology diagnostics sector in which we were focused. Progress was made expanding into a wider and more varied marketplace by adding preferred provider networks, forging contracts with third-party payers, adding Medicaid contracts and increasing the number of tests we offer, combined with aggressive consolidation and cost cutting as was planned for and completed in 2017 and the first quarter of 2018. We believe we have now repositioned this sector of our business to grow in other areas of diagnostic testing that offer a more reliable opportunity for payment." Mr. Lagan added, "We announced plans in July 2017 to spin off Advanced Molecular Services Group ("AMSG") and in the third quarter 2017 the Company's Board of Directors voted unanimously to spin off the Company's wholly-owned subsidiary, Health Technology Solutions, Inc. ("HTS"), as independent publicly traded companies by way of tax-free distributions to the Company's stockholders. Completion of these spinoffs is now expected to occur in the third quarter of 2018 and our Board of Directors is currently considering if AMSG and HTS would be better as one combined spinoff instead of two. The spinoffs are subject to numerous conditions, including effectiveness of Registration Statements on Form 10 to be filed with the Securities and Exchange Commission, and consents, including under various funding agreements previously entered into by the Company. The strategic goal of the spinoffs is to create three (or two) public companies, each of which can focus on its own strengths and operational plans. The Company has invested in excess of approximately $20 million over the past five years in the purchase and development of the business that it intends to spin out, and believes that these businesses will deliver better value for our shareholders as separate companies. In addition, after the spinoffs, each company will provide a distinct and targeted investment opportunity." To conclude Mr. Lagan said, "2017 was a mixture of addressing the remaining challenges from the downturn in the Company's core diagnostic business over the previous two or three years and launching the business in the rural hospital sector where the opportunity for growth is significant. We believe this success combined with our plans to separate our technology into a separate public company will deliver increased value for our shareholders throughout 2018 and beyond." Financial Results Consolidated net revenues were $4.6 million for the year ended Dec. 31, 2017, as compared to $3.3 million for the year ended Dec. 31, 2016, an increase of $1.3 million, or 39%. The increase is mainly due to the $1.8 million of net revenue in 2017 from the Company's Big South Fork Medical Center, which began operating on Aug. 8, 2017, partially offset by the $0.5 decline in Clinical Laboratory Operations revenue resulting from a decrease of 79.6% in insured test volume in 2017 as compared to 2016, as a number of large third party payers are now generally unwilling to reimburse service providers who are not part of their network, a departure from prior industry practices. The Company's focus on the provision of diagnostic services to the substance abuse sector was a factor in this reduction of revenue. The third party payers have dramatically changed the way they reimburse for this sector. The Company has made progress in expanding into a wider and more varied market place, including hospital operations, and that combined with aggressive consolidation and cost cutting is expected to reduce the losses incurred in the future. The Company's operating loss decreased to $16.1 million for the year ended Dec. 31, 2017 compared to $22.5 million for the year ended Dec. 31, 2016. The decrease is mainly due to decrease in bad debt charge of $0.5 million, a decrease in impairment charges in the amount of $1.0 million, a decrease in general and administrative expenses of $1.6 million, a decrease in sales and marketing expenses in the amount of $1.0 million, a decrease in direct costs of revenue in the amount of $0.3 million, and a decrease in depreciation expenses of $0.7 million, partially offset by the $1.3 million increase in net revenues for the year. The Company's net loss from continuing operations for the year ended Dec. 31, 2017 was $50.9 million, as compared to $22.6 million for the same period of a year ago. The change is primarily due to the decrease in operating expenses of $5.1 million and the increase in revenue of $1.3 million offset by $12.4 million additional expense related to the value of derivative liabilities, an increase of $15.2 million in interest expense, the decrease of $5.3 million in other income (expense), and additional income tax expense of $1.8 million. The protective covenants in the various agreements combined with the Company's current inability to issue new shares of common stock and nonpayment of certain liabilities means that $12.4 million that might otherwise be treated as equity have been treated as derivative liabilities and had the relative effect applied to the Company's financial statements including the profit and loss and balance sheet. At Dec. 31, 2017, the Company had no cash on hand from continuing operations, a working capital deficit of $21.5 million and a stockholders' deficit of $40.6 million. In addition, the Company incurred a loss from continuing operations of $50.9 million for the year ended Dec. 31, 2017. Its cash position is critically deficient and payments critical to its ability to operate are not being made in the ordinary course. The Company's fixed operating expenses, including payroll, rent, capital lease payments and other fixed expenses, including the costs required to operate Big South Fork Medical Center, which began operations on Aug. 8, 2017, are approximately $1.5-$2.0 million per month. The Company also announced that Big South Fork Medical Center received CMS regional office licensure approval and provided services to 3,747 patients and recognized approximately $1.8 million of net revenues during the second half of 2017. In addition, on Jan. 31, 2018, the Company announced that it had entered into a definitive asset purchase agreement to acquire an acute care hospital in Jamestown, Tennessee known as Tennova Healthcare -- Jamestown. Management determined that because Big South Fork Medical Center was reopened after being closed and contracts with payers had to be negotiated and implemented during the first months of operation, they would recognize a 20% collection rate for the period to Dec. 31, 2017 until there was adequate collection history to analyze and confirm anticipated collections. The Company may amend its current revenue recognition policy and percentage for the hospitals when payments are received to support amended revenue recognition methodologies. Therefore, the Company expects that these hospitals will continue to provide additional revenue and cash flow sources. A full-text copy of the press release is available for free at: https://is.gd/r5jpqk About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova reported a net loss attributable to common shareholders of $108.53 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rennova Health had $6.29 million in total assets, $41.06 million in total liabilities, $5.83 million in redeemable preferred stock, and a total stockholders' deficit of $40.61 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RENNOVA HEALTH: Widens Net Loss to $108.5 Million in 2017 --------------------------------------------------------- Rennova Health, Inc., filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common shareholders of $108.53 million on $4.61 million of net revenues for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million on $3.33 million of net revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rennova Health had $6.29 million in total assets, $41.06 million in total liabilities, $5.83 million in redeemable preferred stock, and a total stockholders' deficit of $40.61 million. "We currently have, and will likely continue to have, a substantial amount of indebtedness. Our indebtedness could, among other things, make it more difficult for us to satisfy our debt and other obligations, require us to use a large portion of our cash flow from operations to repay and service our debt or otherwise create liquidity problems, limit our flexibility to adjust to market conditions and place us at a competitive disadvantage. As of December 31, 2017, we had total debt outstanding, excluding the effects of derivative liabilities and unamortized discounts, of approximately $25.3 million, most of which is short term. In addition, our capital lease obligations were approximately $2.1 million at December 31, 2017, of which certain payments are past due. "Our ability to meet our obligations depends on our future performance and capital raising activities, which will be affected by financial, business, economic and other factors, many of which are beyond our control. If our cash flow and capital resources prove inadequate to allow us to pay the principal and interest on our debt, and meet our other obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations, restructure or refinance our debt, which we may be unable to do on acceptable terms, and forego attractive business opportunities. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives," the Company stated in the SEC filing. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company continues to consider efficiencies and is currently using one laboratory for the majority of its toxicology diagnostics thereby reducing the number of employees and associated operating expenses, in order to reduce costs. In addition, the Company received approximately $15.7 million in cash from the issuances of debentures and warrants during 2017, $4.3 million from related parties and an additional $4.0 million of proceeds on Oct. 30, 2017 from the issuance of convertible preferred stock. Rennova Health said there can be no assurance that it will be able to achieve its business plan, raise any additional capital or secure the additional financing necessary to implement its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to significantly reduce its operating costs, increase its revenues and eventually regain profitable operations. A full-text copy of the Form 10-K is available for free at: https://is.gd/ERgGX5 About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. RESIDENTIAL PHYSICIANS: Taps Gold Lange as Legal Counsel -------------------------------------------------------- Residential Physicians Association, PLLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Gold, Lange & Majoros, P.C. 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. The firm's hourly rates range from $230 to $395 for its attorneys and $95 to $100 for paralegals. Prior to the petition date, Gold received $7,000, of which $571 was used to pay its pre-bankruptcy fees and $1,717 for the filing fee. John Lange, Esq., shareholder of Gold, 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: Jason P. Smalarz, Esq. Gold, Lange & Majoros, P.C. 24901 Northwestern Highway, Suite 444 Southfield, MI 48075 Phone: (248) 350-8220 Email: jsmalarz@glmpc.com About Residential Physicians Association Residential Physicians Association, PLLC -- 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 healthcare resource for primary care and geriatric medicine for homebound patients in Southeastern Michigan. It offers in-home care, chronic care and lab and mobile testing services. It is located in Southfield, Michigan. Residential Physicians Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45329) on April 12, 2018. In the petition signed by Stuart D. Kay, executive director, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Mark A. Randon presides over the case. RESOLUTE ENERGY: Commences $75 Million Notes Exchange Offer ----------------------------------------------------------- Resolute Energy Corporation has filed a Form S-4 registration statement with the Securities and Exchange Commission relating to the Company's offer to exchange up to $75,000,000 of its outstanding unregistered 8.50% Senior Notes due 2020 for new notes with substantially identical terms that have been registered under the Securities Act of 1933, as amended. The 2018 notes were issued as additional notes under a supplemental indenture, dated as of April 9, 2018, to the indenture, dated as of April 25, 2012, among the Company, certain subsidiaries party thereto and Delaware Trust Company (as successor to U.S. Bank National Association), as trustee, as amended and supplemented. On April 24, 2012, Dec. 10, 2012 and May 12, 2017, the Company issued $250,000,000, $150,000,000 and $125,000,000, respectively, aggregate principal amount of 8.50% Senior Notes due 2020 pursuant to the indenture, all of which were exchanged for substantially identical notes in the same amount, in an offering registered under the Securities Act. The new notes, together with any 2018 notes not exchanged in the exchange offer, will have substantially the same terms as the existing 8.50% notes. The exchange offer is not conditioned upon any minimum principal amount of 2018 notes being tendered for exchange. Tenders of 2018 notes may be withdrawn at any time prior to the expiration date. The exchange of 2018 notes for new notes will not be a taxable event for U.S. federal income tax purposes. Broker-dealers who receive new notes pursuant to the exchange offer acknowledge that they will deliver a prospectus in connection with any resale of such new notes. Broker-dealers who acquired 2018 notes as a result of market-making or other trading activities may use this prospectus for the exchange offer, as supplemented or amended, in connection with resales of the new notes. The Company has agreed to use commercially reasonable efforts to make this prospectus available for a period commencing on the day the exchange offer is consummated and continuing for 90 days (or such shorter period during which such broker-dealers or such other persons are required by law to deliver the prospectus); provided, however, that if for any day during such period the Company restricts the use of such prospectus, such period shall be extended on a day-by-day basis. The Company does not intend to apply for listing of the new notes on any securities exchange or for inclusion of the new notes in any automated quotation system. A full-text copy of the prospectus is available for free at: https://is.gd/eTGtMx 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. RH BBQ INC: Trustee Taps Levene Neale as Legal Counsel ------------------------------------------------------ Timothy Yoo, the Chapter 11 trustee for RH BBQ Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. The firm will advise the trustee regarding the requirements of the Bankruptcy Code; conduct examinations; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates for its attorneys range from $425 to $595. Paraprofessionals charge $250 per hour. Monica Kim, Esq., a member of Levene, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Levene can be reached through: Monica Y. Kim, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: myk@lnbyb.com About RH BBQ Inc. RH BBQ, Inc., doing business as Red Castle 3, is a privately-held company in Rowland Heights, California, that operates a Korean barbecue restaurant. RH BBQ, Inc., based in Rowland Heights, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11469) on Feb. 9, 2018. In the petition signed by Young Keun Park, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Sandra R. Klein presides over the case. Jaenam Coe, Esq., at the Law Office of Jaenam Coe PC, serves as bankruptcy counsel. Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor. RPA MANAGEMENT: Taps Gold Lange as Legal Counsel ------------------------------------------------ RPA Management, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Gold, Lange & Majoros, P.C., 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. The firm's hourly rates range from $230 to $395 for its attorneys and $95 to $100 for paralegals. Prior to the Petition Date, Gold received $7,000, of which $1,107 was used to pay its pre-bankruptcy fees and $1,717 for the filing fee. John Lange, Esq., shareholder of Gold, 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: Jason P. Smalarz, Esq. Gold, Lange & Majoros, P.C. 24901 Northwestern Highway, Suite 444 Southfield, MI 48075 Phone: (248) 350-8220 Email: jsmalarz@glmpc.com About RPA Management RPA Management, Inc. -- http://www.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. It provides in-home care, chronic care and lab & mobile testing services. RPA is headquartered in Southfield, Michigan. RPA Management sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45308) on April 11, 2018. In the petition signed by Stuart D. Kay, president, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Thomas J. Tucker presides over the case. RUBY RED: Unsecured Creditors to Recoup 0.5% Under Plan ------------------------------------------------------- Ruby Red Dentata, LLC, filed with the U.S. Bankruptcy Court for the District of Minnesota a plan of reorganization and accompanying disclosure statement proposing that holders of Class 6 - General Unsecured Claims will be paid 0.5% of their allowed claims in full and final settlement of their claims. The payment to unsecured creditors will be made on the Effective Date of the Debtor's Plan of Reorganization. The Debtor estimates that the allowed claims held by unsecured creditors total approximately $126,806.00. Secured claims against the Debtor are also impaired. After the effective date of the Plan, the Debtor will continue to market the two Walter B. Brill Buildings and the proceeds from the sale of one or both of the buildings will pay the secured claims in full. The Debtor's secured creditors are: Harvest Bank $553,794 Hennepin County $112,348 Toby Brill $359,000 Arthur D. Walsh, Esq. $12,528 Saliterman and Siefferman, P.C. $35,000 Ms. Brill is the sole equity security holder of the Debtor and will retain her interest in the Debtor following Confirmation of the Debtor’s Plan of Reorganization. Since 2008, the Debtor has struggled to lease all available space to reliable tenants and the Debtor has been unable to support itself without cash contributions from the Debtor's owner to meet expenses and debt service. In 2008, Ms. Brill contributed nearly $150,000.00 to the Debtor for its debt service and expenses. In 2011, Ms. Brill contributed nearly $180,000.00 to the Debtor for its debt service and expenses. The principal creditor is Harvest Bank. Harvest Bank holds the first mortgage on the Buildings. The mortgage was modified in 2008, 2011, 2012 and 2015. The failure to lease sufficient space to meet operating expenses resulted in the Debtor with insufficient funds to meet its mortgage debt obligations. Harvest Bank commenced a foreclosure action and the Debtor filed for Chapter 11 protection to stop the foreclosure process. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-41184-72.pdf About Ruby Red Dentata Headquartered in Minneapolis, Minnesota, Ruby Red Dentata, LLC, is in the business of owning, developing, and leasing commercial real estate. The Debtor has been operated by Ms. Toby Brill since August 2007 filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 17-41184) on April 24, 2017, estimating its assets at between $1 million and $10 million and its liabilities at between $500,001 and $1 million. SAMARITAN COMMUNITY: Unsecured Creditors to Recoup 20% Under Plan ----------------------------------------------------------------- New Good Samaritan Community Services filed a plan of reorganization and accompanying disclosure statement proposed a three-year repayment plan to its creditors. Class One consists of the secured claim held by PBS Credit Services in the amount of $215,000. Class One will be paid in full in 180 monthly payments in the amount of $1,700.21. The payments will begin on the Effective Date and end when the Class One claim is paid in full. Class Two consists of the secured claim held by the city of Chicago for water services in the amount of $23,694.82. The claim is a disputed claim. The Debtor will file an objection to the claim. If the objection is resolved with a Final Order allowing the claim, the Debtor will establish a payment arrangement with the city. Class Three consists of Unsecured Claims. There are seven Unsecured Claims in the amount of $67,673.43. Class Three will receive 20% of the allowed amount of their claims without interest. The five claims that are less than $5,000 will receive the 20%, which is $2,334.68, on the effective date. The two claims that exceed $5,000 will receive a total of $11,200 in 12 quarterly disbursements of $933.00. The Plan will be funded by the rental income the Debtor generates from real property that it owns located at 3553-3559 Roosevelt Road, in Chicago, Illinois. The Debtor currently has three tenants, Bailey's Management, New Hope House, and New House of Prayer Church of God in Christ. Before the Petition Date, the Debtor was sued by the City of Chicago for building code violations. On April 14, 2017, an agreed order of permanent injunction was entered for the entire premises. The Debtor has begun repairing its premises and has building permits. The Debtor intends to obtain a court order lifting the injunction before the confirmation of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-18184-42.pdf About New Good Samaritan Community Services New Good Samaritan Community Services filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-18184) on June 15, 2017. Karen J. Porter, Esq., at Porter Law Network, serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SEADRILL LTD: Bank Debt Trades at 13.75% Off -------------------------------------------- Participations in a syndicated loan under which Seadrill Ltd is a borrower traded in the secondary market at 86.25 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 3.29 percentage points from the previous week. Seadrill Ltd pays 300 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. 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 13. SEMLER SCIENTIFIC: Green Park Has 3.7% Stake as of March 5 ---------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Green Park & Golf Ventures, LLC disclosed it may be deemed to beneficially own, in the aggregate, 217,436 shares of Semler Scientific, Inc.'s common stock, representing approximately 3.7% of the Company's 5,939,116 shares stated to be outstanding as of March 5, 2018 (as reported in the Issuer's Annual Report on Form 10-K filed on March 8, 2018). Clay M. Heighten, M.D. and Carl D. Soderstrom may each be deemed to beneficially own, in the aggregate, 337,436 shares of the Issuer's common stock. GPG SSF Investment, LLC directly beneficially owns 217,436 shares of the Issuer's common stock. Each of GPG, Heighten, and Soderstrom by virtue of their relationships to GPG SSF may be deemed to indirectly beneficially own the shares of the Issuer's common stock which GPG SSF directly beneficially owns. Each of GPG, Heighten, and Soderstrom disclaims beneficial ownership, except to the extent of its or his pecuniary interests. Green Park & Golf Ventures II, LLC Gilbert G. Garcia II Garcia may each be deemed to beneficially own, in the aggregate, 120,000 shares. GPG RM Investment, LLC directly beneficially owns 120,000 shares. Between Dec. 1, 2017 and April 20, 2018, GPG sold an aggregate of 123,772 shares of the Issuer's common stock. A full-text copy of the regulatory filing is available at: https://is.gd/CYOCrV About Semler Scientific Semler Scientific, Inc. -- http://www.semlercientific.com-- provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific incurred a net loss of $1.51 million in 2017 and a net loss of $2.55 million in 2016. At Dec. 31, 2017, Semler Scientific had $4.23 million in total assets, $6.82 million in total liabilities and a total stockholders' deficit of $2.58 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 its ability to continue as a "going concern." BDO USA, LLP, in New York, NY, stated that the Company has negative working capital, a stockholders' deficit, and recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. SILGAN HOLDINGS: S&P Alters Outlook to Stable & Affirms 'BB+' CCR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Silgan Holdings Inc., a U.S.-based supplier of rigid packaging for consumer goods, to stable from negative and affirmed its 'BB+' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'BBB-' issue-level rating on the company's senior secured credit facilities. The '1' recovery rating remains unchanged, indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. "In addition, we affirmed our 'BB-' issue-level rating on the company's senior unsecured debt. The '6' recovery rating remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a default. "The rating actions reflect our expectation that Silgan's operating performance will continue to improve in 2018, driven by the benefits from full-year consolidation with Dispensing Systems, which it acquired last year, rising profits in its legacy business (from optimization initiatives), and greater free cash flow generation--all of which should enable the company to reduce debt and improve its credit metrics. "The stable outlook reflects our expectation that Silgan will continue to execute efforts to improve its operating efficiency and reduce costs, which alongside relatively stable demand should permit the company to expand its EBITDA margins and increase free cash flow generation, resulting in adjusted debt-to-EBITDA of below 4x. It also reflects our expectation that Silgan will continue to prioritize this increased free cash generation to reduce debt instead of pursuing material additional debt-financed acquisitions or share repurchases. "We could lower our rating on Silgan if we believe leverage will be sustained above 4.0x. This could occur if the company fails to use its free cash flow to reduce its debt, the integration of the specialty closures and Dispensing Systems' operations does not proceed as planned, leading to weaker-than-expected operating performance, or management pursues material share repurchases or additional debt-financed acquisitions. "While not expected over the next 12 months, we could raise our rating on Silgan if improved earnings, as shown by stable underlying operating performance, as well as debt reduction from better profitability and cash flows, that results in an S&P Global Ratings-adjusted debt-to-EBITDA of 3x or better on a sustained basis. For a higher rating, we would also need to believe that its financial policies would remain consistent and support sustaining this level of leverage." SIVYER STEEL: Committee Taps Michael Best as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Sivyer Steel Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Michael Best & Friedrich LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; investigate the Debtor's business operation and financial condition; give advice regarding any potential property dispositions by the Debtor; assist the committee in connection with the formulation of the Debtor's plan of reorganization; and provide other legal services related to the Debtor's Chapter 11 case. The firm will charge these hourly rates: Ann Ustad Smith, Partner $525 Jonathan Gold, Partner $395 Justin Mertz, Partner $395 Other Partners $300 to $670 Joseph Brydges, Associate $310 Other Associates/Non-Partner Attorneys $190 to $700 Non-Attorney Professionals/ Paraprofessionals $75 to $355 Michael Best is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Justin M. Mertz, Esq. Michael Best & Friedrich LLP 100 E. Wisconsin Avenue, Suite 3300 Milwaukee, WI 53202-4108 Phone: 414.271.6560 Fax: 414.277.0656 E-mail: jmmertz@michaelbest.com -- and -- Jonathan L. Gold, Esq. Michael Best & Friedrich LLP 601 Pennsylvania Ave. NW, Suite 700 South Washington, D.C. 20004 Phone: 202.747.9560 Fax: 414.277.0656 E-mail: jlgold@michaelbest.com About Sivyer Steel Corporation Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a supplier of steel castings based in Bettendorf, Iowa. Founded by Frederick Lincoln in 1909, the company is an ISO 9001:2008 recertified steel foundry, which means that it meets the International Organization for Standardization's quality management system. The Company develops custom steel castings and components for clients in industries that include government, private, and public sectors. Sivyer Steel specializes in military castings, energy applications, railroad castings, wear parts, pump & valves, oil & gas, mining, construction castings, perimeter security, and agriculture. An involuntary Chapter 11 case was filed against the Company on March 8, 2018, by alleged creditors Sadler Machine Co., Speyside Machining Holdings, LLC, and ARCO Manufacturing Corporation. Sivyer Steel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In the petition signed by Keith Kramer, president, the Debtor disclosed $16.43 million in assets and $18.35 million in liabilities. Judg Anita L. Shodeen presides over the case. The Debtor hired Bradshaw, Fowler, Proctor & Fairgrave as its bankruptcy counsel; Spencer Fane LLP as special counsel; and Concord Financial Advisors, LLC as investment banker. SIVYER STEEL: Committee Taps Whitfield & Eddy as Iowa Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Sivyer Steel Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Whitfield & Eddy, PLC, as its Iowa counsel. The firm will advise the committee regarding the Debtor's restructuring, other aspects of the Debtor's Chapter 11 case, and local practice. The firm will charge these hourly rates: Thomas Burke, Member $350 Johannes Moorlach, Member $350 Other Partners $350 Other Associates/Non-Partner Attorneys $325 Non-Attorney Professionals/Paraprofessionals $250 Whitfield & Eddy is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Johannes H. Moorlach, Esq. Whitfield & Eddy, P.L.C. 699 Walnut Street, Suite 2000 Des Moines, IA 50309 Phone: 515.246.5501 Fax: 515.246.1474 E-mail: Moorlach@whitfieldlaw.com About Sivyer Steel Corporation Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a supplier of steel castings based in Bettendorf, Iowa. Founded by Frederick Lincoln in 1909, the company is an ISO 9001:2008 recertified steel foundry, which means that it meets the International Organization for Standardization's quality management system. The Company develops custom steel castings and components for clients in industries that include government, private, and public sectors. Sivyer Steel specializes in military castings, energy applications, railroad castings, wear parts, pump & valves, oil & gas, mining, construction castings, perimeter security, and agriculture. An involuntary Chapter 11 case was filed against the Company on March 8, 2018, by alleged creditors Sadler Machine Co., Speyside Machining Holdings, LLC, and ARCO Manufacturing Corporation. Sivyer Steel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In the petition signed by Keith Kramer, president, the Debtor disclosed $16.43 million in assets and $18.35 million in liabilities. Judg Anita L. Shodeen presides over the case. The Debtor hired Bradshaw, Fowler, Proctor & Fairgrave as its bankruptcy counsel; Spencer Fane LLP as special counsel; and Concord Financial Advisors, LLC, as investment banker. SKILLSOFT CORP: Bank Debt Trades at 13.17% Off ---------------------------------------------- Participations in a syndicated loan under which Skillsoft Corp is a borrower traded in the secondary market at 86.83 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.57 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 13. SKIP ONE SEAFOOD: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Skip One Seafood, Inc., as of April 26, according to a court docket. Skip One Seafood, Inc. filed for chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 18-00874) on Feb. 5, 2018 and is represented by Leon A. Williamson, Jr., Esq. of Leon A. Williamson, Jr., P.A. SOLYMAN YASHOUAFAR: Trustee Can Recover 50% of JCBL Trust Assets ---------------------------------------------------------------- On May 12, 2017, David Gottlieb, the Trustee in the case of Massoud Yashouafar, filed a complaint captioned David K. Gottlieb, Plaintiff(s), v. Parinaz Yashouafar, Defendant(s), Adv No. 1:17-ap-01050-GM (Bankr. C.D. Cal.) against Parinaz Yashouafar, Massoud's wife, as the trustee for the JCBL Trust U/D/T 1/11/00. The complaint seeks to recover the assets in the Trust as property of Massoud's bankruptcy estate. On Dec. 12, 2017, the Trustee filed his motion for summary judgment, which was opposed by Parinaz. A hearing was held on Feb. 13, 2018 and the Court continued the matter to May 1, 2018 as a holding date with the intent of issuing a ruling prior to that time. Upon analysis of the case, Bankruptcy Judge Geraldine Mund grants summary judgment to the Trustee as to 50% of the assets of the JCBL Trust and grants summary judgment to Parinaz Yashouafar as to 50% of the assets of the JCBL Trust. The JCBL Trust itself remains the separate property of Parinaz. It appears undisputed that the initial assets of the Trust were dissipated prior to the bankruptcy and that all of the money currently held by the JCBL Trust can be traced. In this case, the Trust received its 20% share in Milbank by way of two gifts: 10% came from S&R (a company owned by Solyman Yashouafar and his wife) and 10% came from Madison (a company owned by Massoud and Parinaz, which is presumed to be community property). Thus the assets of the Trust are traced with 50% to separate property of Parinaz and 50% to community. Property deposited into the Trust does not change its legal status to or from community property by virtue of the original status of the Trust unless the Trust instrument provides for this or the Trustee takes affirmative action to transmute property. Thus, the gift from S&R, which was a gift to the Trust, was always separate property and the gift from Madison, which was of community property, remained community property unless the funds were sufficiently commingled that they are not traceable. By including the joint tax returns as undisputed facts, the Trustee suggests that because the Trust was included it is evidence that Parinaz had transmuted her separate property interest into community property. The Court disagrees. Community property can be transmuted into separate property and separate property can be transmute into community property, but only through a writing that contains an express declaration that the character or ownership of the property is being changed and that declaration must be made or accepted by the spouse whose interest in the property is adversely affected. There is no such writing by Massoud transmuting his interest in the Milbank stock and thereby creating a separate interest for Parinaz nor is there one by Parinaz transmuting her interest in the Milbank stock and thereby transforming it into community property. The joint tax return does not meet the requirements for transmutation. The estate has an interest in community property, pursuant to section 541(a)(2). Thus, based upon tracing the source of the property currently in the JCBL Trust, the Trustee appears entitled to the community property half of the funds and Parinaz to the separate property half. Both parties, however, seek to characterize not merely the funds contained in the JCBL Trust, but the JCBL Trust itself. Each is claiming entitlement to the whole of the JCBL Trust corpus on that basis. Parinaz argues that since the JCBL Trust was established with separate property, it has retained its separate property character, regardless of the source of funds currently in the Trust. The Trustee argues that, if the JCBL Trust contains community property, then it is community property under a three-step analysis: * Under California's presumption that all property obtained during marriage is community property, Parinaz' trust-related powers, including the right to revoke, are community property. * The estate has an interest in all community property, pursuant to section 541(a)(2). * The estate's interest in the right to revoke gives the estate an interest in all JCBL Trust assets. The Trustee's analysis is premised on a global power to revoke the JCBL Trust, but California law speaks of revoking or amending a revocable trust "as to" particular property, i.e., community property and/or separate property. The Court finds even if it could be characterized as community property under the type of sweeping characterization advocated by the Trustee, the separate property half of the JCBL Trust would not be property of the estate. Section 541(a)(2) is not a blanket inclusion of community property in the estate. Section 541(a)(2) includes "all interests of the debtor and the debtor's spouse in community property as of the commencement of the case that is under the sole, equal, or joint management and control of the Debtor" or is liable for claims against the Debtor. Even though the Trust provided Massoud with an unsecured loan at some time prior to the petition date, this is not evidence that he had any level of control of the Trust or its assets. The Trust was not under Massoud's "sole, equal, or joint control," it was only under the control of Parinaz. Further, only the community portion of the assets in the JCBL Trust would be subject to the claims of Massoud's creditors. A full-text copy of the Court's Memorandum Opinion dated April 9, 2018 is available at https://bit.ly/2HKZT6V from Leagle.com. David K. Gottlieb, Chapter 11 Trustee for Massoud Aaron Yashouafar and Solyman Yashouafar, Plaintiff, represented by John W. Lucas -- jlucas@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP & Jeremy V. Richards -- jrichards@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP. Parinaz Yashouafar, Parinaz Yashouafar, trustee for the JCBL Trust U/D/T 1/11/00, Defendant, represented by A. David Mongan. About The Yashouafars Solyman Yashouafar and Massoud Aaron Yashouafar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case Nos. 16-12255 and 16-12408) on August 3, 2016. The petitions were filed pro se. Bankr. C. D. Calif. Case No. 16-12255 is jointly administered with Bankr. C. D. Calif. Case No. 16-12408. The Office of the U.S. Trustee on November 2 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Solyman Yashouafar and Massoud Aaron Yashouafar. The committee members are: (1) DMARC 2007-CD5 Garden Street LLC; (2) Van Nuys Plywood, LLC; and (3) Mehrdad Taghdiri. SOUTHWESTERN ENERGY: S&P Raises CCR to 'BB', Outlook Stable ----------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company Southwestern Energy Co. to 'BB' from 'BB-'. The outlook is stable. S&P said, "At the same time, we raised the issue-level rating on the company's unsecured debt to 'BB' from 'BB-'. The recovery rating remains '3', indicating our expectation of meaningful (50% to 70%; rounded estimate: 65%, capped) recovery in the event of a payment default. We are also withdrawing our 'BB+' issue-level rating on the company's secured term loan following repayment. "The upgrade reflects our assessment that Southwestern's increasing production and higher gas and natural gas liquids price realizations, while maintaining capital spending close to internally generated cash flow, results in improved leverage measures. The company recently announced that it has entered into a new reserve-based lending credit facility that simplifies its capital structure significantly. Concurrent with executing the new facility, Southwestern repaid its secured term loan due 2020 and terminated its unsecured credit facility. In 2017, the company also repaid or refinanced several bonds due over the next several years, improving its maturity profile and increasing financial flexibility. "The stable outlook reflects our expectation that credit measures will remain at levels consistent with ratings over the next year, including FFO to debt around 30%. Based on the expectation that Southwestern plans to divest its Fayetteville assets and use a large portion of proceeds to repay debt, we do not expect to revise the rating as a result of a potential transaction. "We could lower the rating if credit measures weakened such that FFO to debt approached 20% with no clear path to improvement. This would most likely occur if the company does not meet production growth targets, if costs increase substantially, or if natural gas prices or differentials are weaker than we currently envision. "We could raise the rating if the company improves credit measures, including FFO to debt well above 30% for a sustained period. This could occur if Southwestern meets the high end of its production growth guidance while containing costs, or if natural gas price realizations exceed expectations." SOUTHWIRE CO: S&P Alters Outlook to Stable & Affirms 'BB' CCR ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on Carrollton, Ga.-based Southwire Co. LLC and revised the outlook to stable from negative. S&P said, "At the same time, we assigned our 'BB+' issue-level rating and '2' recovery rating to the company's proposed $500 million senior secured term loan due 2025. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "The outlook revision to stable reflects our view that Southwire has sufficiently addressed its near-term maturity and potential liquidity risk. We assume that the company's steady credit quality and receptive conditions in bank loan markets should enable the proposed transaction to be completed. At the same time, we still expect the company's strong operational performance to continue over the next year, supported by solid demand and higher volumes. The positive operating environment should, in our view, lead to improved credit measures with adjusted leverage of about 2x and FFO to debt of 30%-40% by year-end 2018, with modest gains in 2019. This compares to adjusted leverage of about 1.8x and FFO to debt of roughly 35% in Southwire's fiscal year ended Dec. 31, 2017. "The stable outlook reflects the company's reduced refinancing risk, as well as our view that demand in the U.S. will remain robust in 2018 and 2019, supported by healthy GDP growth and continued strength in the company's key construction-related end markets. We expect that over the next 12 months, Southwire will maintain adjusted debt to EBITDA of about 2x and FFO to debt between 30% and 40%. "In our view, a downgrade is unlikely over the next 12 months given our favorable outlook for U.S. construction markets and GDP growth. However, we could lower our ratings on Southwire if market conditions deteriorated or competitive pressures weighed on EBITDA, resulting in adjusted debt to EBITDA approaching 4x or FFO to debt approaching 20%. This could occur if volumes declined by more than 25% from current levels. Lastly, a more aggressive financial policy that raises leverage toward those thresholds--whether due to additional acquisitions, larger discretionary dividends, or a major share repurchase--could also result in a downgrade. "We view an upgrade over the next 12 months as equally unlikely absent a transformational change in which Southwire became a more diverse company able to withstand differing sector and economic conditions or managed to grow profit margins materially from current levels. Notably, this would be predicated upon our belief that such large acquisitions would be generally leverage-neutral. However, we could raise our ratings if the company achieved such growth while lessening the volatility in its cash flows while maintaining adjusted FFO to debt above 45% and debt to EBITDA below 2x." SPECTRUM HEALTHCARE: Can Cease Operating Derby Nursing Facility --------------------------------------------------------------- Judge James T. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut entered a ruling authorizing Debtors Spectrum Healthcare, LLC and affiliates to wind-down and cease operating the Spectrum Derby nursing home facility. The Debtors filed a Motion for Order Authorizing the Debtors to Wind Down and Cease to Operate the Derby Nursing Home Facility. The Closing Motion presents to the Court the issue of whether the Court should approve the Debtor's business judgment to wind-down and cease to operate the last affiliated nursing home in active Chapter 11 Proceedings, Spectrum Health Care Derby, LLC. The Facility has employed approximately 120 dedicated healthcare workers and has provided a home, support and care for 103 elderly and otherwise vulnerable residents. While during the course of these Chapter 11 Proceedings, the Court has grappled with the toll that the closing of a nursing home might inflict upon the residents and rank and file employees who have devoted skill, time and humanity to their service, once again, the record demonstrates that the economic and legal realities of the Debtor cannot be ignored or further assuaged. In addition to prolonged and substantial financial losses (annualized at $1 million) and an inability to fund administrative expenses, the Debtor has confronted fierce market pressures (with excess beds), the costs of a lease and a collective bargaining agreement that have not matched its revenues, and a recognized inability to find a sustainable business model for the Facility that would be attractive to a buyer, or which might support a feasible reorganization. The course of these proceedings and the evidence in the record have amply demonstrated that the Facility is simply not financially viable and that months of efforts to make it so have proven to be unavailing or ultimately belated. Upon review of the record of the April 4, 2018 hearing, the Court finds that the Debtor lacks the capacity to reorganize and has run dry of the opportunity to sell an intact business, even with the late stage concessions by the Union and Love Funding Corporation/HUD. Further, MidCap, the Debtor's secured lender, who has long preferred to have replaced the Debtor's senior management, has demonstrably lost faith in those individuals during these proceedings. Having heard the uncontroverted business reasons to close the Facility, the Court approves the Debtors' Motion and overrules the related objections. While the Court shares the concerns of the residents, patients and staff regarding the many stresses of closing Spectrum Derby, under these circumstances, the Debtor has presented a thoughtful, orderly and palliative remedy to address those concerns. The wind-down and closing plan has been designed in concert with and under the supervision and guidance of the State and its agencies to mitigate the trauma of the unavoidable relocation of vulnerable or elderly residents. Notwithstanding that the path of continuing care and the ultimate relocation of residents weighs heavily on the Court, such concerns must now ultimately rest within the regulatory province of the State. The Debtor's business judgment articulated in the Closing Motion, while sobering, is nonetheless reasonable and appropriate. The bankruptcy case is in re: SPECTRUM HEALTHCARE LLC, ET AL, Chapter 11, Debtors, Case No. 16-21635 (Bankr. D. Conn.). A full-text copy of the Court's April 9, 2018 Ruling is available at https://bit.ly/2F1XiTb from Leagle.com. Spectrum Healthcare, LLC, Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC & Spectrum Healthcare Torrington, LLC, Debtors, represented by Elizabeth J. Austin -- eaustin@pullcom.com -- Pullman and Comley, Irve J. Goldman -- igoldman@pullcom.com -- Pullman & Comley, Jessica Grossarth Kennedy -- jkennedy@pullcom.com -- Pullman & Comley, LLC & Jonathan Kaplan -- jkaplan@pullcom.com -- Pullman & Comley, LLC. U. S. Trustee, U.S. Trustee, represented by Steven E. Mackey, Office of the U.S. Trustee & Kim L. McCabe, Office of the U.S. Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by James Berman -- jberman@zeislaw.com -- Zeisler and Zeisler, Stephen M. Kindseth -- skindseth@zeislaw.com -- Zeisler & Zeisler, Joanna M. Kornafel -- jkornafel@hssklaw.com -- Hurwitz Sagarin Slossberg & Knuff, LLC, Patrick R. Linsey -- plinsey@zeislaw.com -- Zeisler & Zeisler PC, Sean C. Southard -- ssouthard@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP & Fred Stevens -- fstevens@klestadt.com -- Klestadt, Winters, Jureller Southard. Zeisler & Zeisler, P.C., Creditor Committee, represented by James Berman , Zeisler and Zeisler & Stephen M. Kindseth , Zeisler & Zeisler. About Spectrum Healthcare Spectrum Healthcare LLC is a nursing home operator, owning six nursing facilities have 716 beds and employing 725 people. Spectrum Healthcare LLC and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10, 2012. Spectrum Healthcare, LLC, and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. In the petitions signed by CFO Sean Murphy, Spectrum Healthcare, LLC, disclosed $282,369 in assets and estimated less than $1 million in liabilities. Affiliate Spectrum Healthcare Derby disclosed $2,068,467 in assets and estimated less than $10 million in debt. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C., serves as their accountant and financial advisor. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for the Debtors. SPECTRUM HEALTHCARE: Can Pay Retention Bonuses to Derby Staff ------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut approved Spectrum Healthcare, LLC and affiliates' motion for order authorizing payment of retention bonuses to Spectrum Derby, LLC's Derby Administrator, Director of Nurses, Assistant Director of Nurses, Director of Social Services, Maintenance Director, the Accounts Receivable worker, the Payroll worker, Food Service Supervisor and the Recreation Supervisor. In the examination of the Debtor's business judgment, the Court is not to substitute its judgment and prerogative for that of the Debtor's management but is to examine whether that judgment is in good faith, reasoned, therefore not arbitrary, incomplete or wasteful. The business judgment rule is a presumption that in making a business decision, management of a corporate enterprise acted on a rational basis, in good faith, and in the honest belief that the action taken was in the best interest of the company. The judicial policy of deference to such a decision is based on the premise that those to whom the management of a business organization has been entrusted, and not the courts, are best able to judge whether a particular act or transaction is helpful to the conduct of the organization's affairs or expedient for the attainment of its purposes. In examining the Debtor's business judgment in this instance, what previously caused the Court to pause in its deference to the Debtor was an incomplete record, void of sufficient reasons to support the various judgments inherent in the Retention Plan. The subsequent hearing provided an opportunity for the Debtor to address those concerns, as well as the claims of unfairness to the rank and file employees. Following further evidentiary proceedings before this Court, the Debtor, distinctly and with particularity, adduced substantial evidence to satisfy the standards or the applicable test in In re Dana Corp. Guided by that decision, based upon the amplified record, this Court finds, among other things, that: * The Retention Plan is reasonably calculated to incentivize the Managers to perform their critical functions through the date of closing; * The cost of the Retention Plan, scrutinized and funded by the State, is reasonable, with regard to similar plans approved by this Court and with reference to the duties, legal requirements, and enhanced functions of the Managers; * The Debtor was assisted in formulating the Retention Plan by capable experienced legal counsel, and the Retention Plan was scrutinized and approved by the State (which will fund these bonuses), which holds regulatory and rate-making authority over its business affairs. Accordingly, the Debtor's Motion is approved and the objections are overruled. The bankruptcy case is in re: SPECTRUM HEALTHCARE LLC, ET AL, Chapter 11, Debtors, Case Nos. 16-21635 (Bankr. D. Conn.). A full-text copy of the Court's Ruling dated April 9, 2018 is available at https://bit.ly/2K1AaIm from Leagle.com. Spectrum Healthcare, LLC, Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC & Spectrum Healthcare Torrington, LLC, Debtors, represented by Elizabeth J. Austin -- eaustin@pullcom.com -- Pullman and Comley, Irve J. Goldman -- igoldman@pullcom.com -- Pullman & Comley, Jessica Grossarth Kennedy -- jkennedy@pullcom.com -- Pullman & Comley, LLC & Jonathan Kaplan -- jkaplan@pullcom.com -- Pullman & Comley, LLC. U. S. Trustee, U.S. Trustee, represented by Steven E. Mackey, Office of the U.S. Trustee & Kim L. McCabe, Office of the U.S. Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by James Berman -- jberman@zeislaw.com -- Zeisler and Zeisler, Stephen M. Kindseth -- skindseth@zeislaw.com -- Zeisler & Zeisler, Joanna M. Kornafel -- jkornafel@hssklaw.com -- Hurwitz Sagarin Slossberg & Knuff, LLC, Patrick R. Linsey -- plinsey@zeislaw.com -- Zeisler & Zeisler PC, Sean C. Southard -- ssouthard@klestadt.com -- Klestadt Winters Jureller Southard & Stevens, LLP & Fred Stevens -- fstevens@klestadt.com -- Klestadt, Winters, Jureller Southard. Zeisler & Zeisler, P.C., Creditor Committee, represented by James Berman, Zeisler and Zeisler & Stephen M. Kindseth , Zeisler & Zeisler. About Spectrum Healthcare Spectrum Healthcare LLC is a nursing home operator, owning six nursing facilities have 716 beds and employing 725 people. Spectrum Healthcare LLC and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10, 2012. Spectrum Healthcare, LLC, and its affiliates again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. In the petitions signed by CFO Sean Murphy, Spectrum Healthcare, LLC, disclosed $282,369 in assets and estimated less than $1 million in liabilities. Affiliate Spectrum Healthcare Derby disclosed $2,068,467 in assets and estimated less than $10 million in debt. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C., serves as their accountant and financial advisor. William K. Harrington, the U.S. Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for the Debtors. SPRING TREE LENDING: Hires George M. Geeslin as Counsel ------------------------------------------------------- Spring Tree Lending, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ George M. Geeslin, as counsel to the Debtor. Spring Tree Lending requires George M. Geeslin to: (a) advise the Debtor with respect to its rights, powers, duties, and obligations as Debtor-in-Possession in the administration of this case, the operation of its business, and the management of its property; (b) prepare pleadings, applications, and conduct examinations incidental to administration; (c) advise and represent the Debtor in connection with all applications, motions, or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of trustee or examiner, and all other similar matters; (d) develop the relationship of the status of Debtor-in- Possession to the claims of the creditors in these proceedings; (e) advise and assist the Debtor-in-Possession in the formulation and presentation of a Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matter relating thereto; and (f) perform any and all other legal services incident and necessary herein. George M. Geeslin will be paid at the hourly rate of $350. George M. Geeslin will be paid a retainer in the amount of $5,000. George M. Geeslin will also be reimbursed for reasonable out-of-pocket expenses incurred. George M. Geeslin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. George M. Geeslin can be reached at: George M. Geeslin, Esq. 1349 West Peachtree Street Atlanta, GA 30309 Tel: (404) 841-3464 Fax: (866) 253-2313 E-mail: george@gmgeeslinlaw.com About Spring Tree Lending Spring Tree Lending, LLC, engages in buying and servicing non-prime auto loans from auto dealers and lenders. The company was founded in 2015 and is based in Atlanta, Georgia. On March 28, 2018, the creditor Pacific Island Equity Corporation filed an involuntary proceedings against the Debtor (Bank. N.D. Ga. Case No. 18-55171). The case is assigned to Hon. Barbara Ellis-Monro. The Debtor hired George M. Geeslin, Esq., as counsel. STORE IT REIT: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: Store It REIT, Inc. FKA Evergreen Realty REIT, Inc. FKA American Spectrum REIT I, Inc. 211 Sun Valley Road Ketchum, ID 83340 Type of Business: Store It REIT, Inc. is a privately held company in Ketchum, Idaho engaged in activities related to real estate. The Company has 98.64% equity interest in Evergreen REIT, LP. Evergreen REIT, LP is a real estate investment trust owning interest in entities that own tenant in common, limited partnership, and/or general partnership interest in three self storage facilities. Chapter 11 Petition Date: April 27, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-32179 Judge: Hon. Marvin Isgur Debtor's Counsel: Deirdre Carey Brown, Esq. HOOVER SLOVACEK LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713-977-8686 Fax: 713-977-5395 E-mail: brown@hooverslovacek.com Total Assets: $13.18 million Total Liabilities: $127,143 The petition was signed by William J. Carden, president and director. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-32179.pdf List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DLA Piper LLP Legal Fees $109,401 4365 Executive Drive Suite 1100 San Diego, CA 92121 River Oaks Storage LLC Costs of Court $2,424 65 Highgate Road Berkeley, CA 94707 Robinson Chavez Gardner & Legal Fees $15,318 Kincannon PC Attn Laurie Chavez 2100 Main Street, Suite 330 Huntington Beach, CA 92648 STRUSS FARMS: Case Summary & 14 Unsecured Creditors --------------------------------------------------- Debtor: Struss Farms LLC 20015 260 Avenue Wakeeney, KS 67672 Business Description: Struss Farms LLC is a corn producer that farms 17,000 acres in Wakeeney, Kansas. Chapter 11 Petition Date: April 26, 2018 Case No.: 18-10770 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Dale L. Somers Debtor's Counsel: Dan W. Forker, Jr., Esq. FORKER SUTER LLC 129 West 2nd - Ste. 200 P.O. Box 1868 Hutchinson, KS 67504-1868 Tel: (620) 663-7131 Email: cmcmillan@forkersuter.com dforker@forkersuter.com Total Assets: $9.57 million Total Liabilities: $8.78 million The petition was signed by Kevin W. Struss, member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at: http://bankrupt.com/misc/ksb18-10770.pdf TALEN ENERGY: $500MM Bank Debt Trades at 2.25% Off -------------------------------------------------- Participations in a syndicated loan under which Talen Energy Supply LLC is a borrower traded in the secondary market at 97.75 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.36 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 13. TALEN ENERGY: $600MM Bank Debt Trades at 2.46% Off -------------------------------------------------- Participations in a syndicated loan under which Talen Energy Supply LLC is a borrower traded in the secondary market at 97.54 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.13 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 13. TAPSTONE ENERGY: S&P Affirms 'B-' CCR & Alters Outlook to Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Oklahoma-based Tapstone Energy LLC, and revised the rating outlook to stable from positive. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's senior unsecured debt. The recovery rating on this debt remains '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery to creditors in the event of a payment default. "The outlook revision reflects our reduced capital expenditure and growth expectations for Tapstone Energy for the next two years, and our view that an IPO to bring in additional capital is unlikely under current market conditions. We now project production growth of 10%-15% per year in 2018 and 2019, versus prior expectations of 35% in 2018 and nearly 20% in 2019 (although part of the reduction was due to a non-core asset sale). While leverage is essentially unaffected due to lower capital spending associated with the more modest growth, we no longer expect Tapstone to increase its size and scale to levels more in line with 'B' rated peers over the next 12 months, and thus have revised our outlook to stable. "The stable outlook reflects our view that Tapstone will increase production and reserves while maintaining FFO to debt in the 20%-25% range, debt to EBITDA in the 3x-3.5x range, and adequate liquidity for the next 12 months. Given the company's financial sponsor ownership and what we view as the complexity of its asset base, we believe there is a risk of increased leverage over the next 12 months. "We could lower the rating if FFO to debt falls well below 12% for a sustained period, or if liquidity deteriorated. This would most likely occur if production growth did not meet our expectations, or if the company outspent cash flows by more than we currently anticipate. "We could raise the rating if Tapstone is able to successfully increase production and reserves by developing the NW Stack play, while maintaining FFO to debt above 20% and adequate liquidity." TAYLOR-WHARTON: Worthington Administrative Expense Claim Disallowed ------------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware denied Worthington Cryogenics, LLC and affiliates' motion for allowance and payment of an administrative expense in the amount of $547,504. On Nov. 23, 2015, the Court approved an Asset Purchase Agreement and authorized the sale of Taylor-Wharton International LLC and its affiliated debtors' CryoScience business to Worthington. The Worthington Sale closed on Dec. 7, 2015. The APA provided a timeline for determination of net working capital in the period leading up to and following the Worthington Sale. At closing, the Estimated Closing Net Working Capital (the "Estimated NWC") was to be calculated and provided by the Debtors. The Debtors' books and records related to the CryoScience unit were to be transferred to Worthington, who was subsequently responsible for the calculation of Final Closing Net Working Capital (the "Final NWC") within 90 days of closing. The record reflects that the Estimated NWC calculation was provided by the Debtors to Worthington at the closing. The Final NWC was thereafter provided by Worthington to the Debtors on March 3, 2016. The parties reached a reconciliation of the Final NWC on April 27, 2016 after negotiation between company personnel on both sides. The current dispute arose after that reconciliation as a result of alleged improper double-counted deposit account and buyer-paid accounts payable credits in the approximate amount of $503,489 that were integrated into the books and records provided to Worthington from the Debtors at closing. Worthington asserts that the agreed-upon calculation of the Final NWC resulted in an account overstatement of $503,489. Worthington primarily argues that reformation of the contract is proper under a theory of mutual mistake because the Debtors made errors related to the numbers used to calculate the Final NWC. As a separate issue, Worthington argues that Taylor-Wharton Australia breached the Asset Purchase Agreement with Worthington by withholding $44,015 in accounts receivable collections that it claims should have been paid over to Worthington. In sum, Worthington's motion requests a total of $547,504. The record reflects uncertainty at best as to whether any computational error was made by Debtors in the numbers provided to Worthington to calculate the Final NWC. In fact, the record reflects that the numbers used in calculating the Final NWC were open to negotiation and were challenged in some instances by relevant agents of the parties. The parties followed the timeline and protocol outlined by the APA, which resulted in post-closing adjustments and a final calculation provided by Worthington. When the final post-closing adjustment was made and agreed to, it effectively ended the period during which Worthington could challenge the sale under the APA. While representations and warranties could still be challenged for 12 months, there is no evidence on the record that suggests a representation or warranty was violated. Rather, Worthington simply emphasizes its theory of mutual mistake, which is not one governed by the APA. Even if the Court finds that some evidence may indicate the presence of an alleged computational error, Worthington has not presented evidence sufficient to meet the standard for clear and convincing evidence. The Court also finds that the TW Australia dispute does not relate to the APA between the Debtors and Worthington. The Court concludes that Worthington has failed to carry its burden in demonstrating that its claim should be allowed as an administrative expense. A full-text copy of the Court's Opinion dated April 12, 2018 is available at: http://bankrupt.com/misc/deb15-12075-1093.pdf Counsel for Movant: Patrick A. Jackson, Esquire Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801-1621 patrick.jackson@dbr.com Counsel for Debtors: Derek J. Baker, Esquire Reed Smith LLP Three Logan Square 1717 Arch Street, Suite 3100 Philadelphia, PA 19103 dbaker@reedsmith.com -and- Emily K. Devan, Esquire Reed Smith LLP 1201 Market Street, Suite 1500 Wilmington, DE 19801 ekevan@reedsmith.com About Taylor-Wharton Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12075) on Oct. 7, 2015. The petitions were signed by Thomas Doherty as chief restructuring officer. Cryogenics is a leading designer, engineer and manufacturer of cryogenic equipment designed to transport and store liquefied atmospheric and hydrocarbon gases. Cryogenics has a single United States operation in Theodore, Alabama. Cryogenics is the direct or indirect parent of several foreign non-debtor subsidiaries which have manufacturing operations in China, Malaysia, Slovakia, and warehousing operations in Germany and Australia. The Debtors have engaged Reed Smith LLP as general bankruptcy counsel, Nixon Peabody LLP as special counsel, Argus Management Corporation as interim management services provider, Stifel, Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC as investment banker and Logan & Company, Inc., as noticing and claims agent. Argus Management Corporation is authorized to provide interim management services, and designate Thomas Doherty as chief restructuring officer. Taylor-Wharton International LLC disclosed total assets of $14,463,438 and total liabilities of $47,978,923. O'Neal Steel Inc. is listed as the largest unsecured creditor holding a trade claim of $788,815. Judge Brendan Linehan Shannon is assigned to the case. The Office of the U.S. Trustee appointed the Committee pursuant to Section 1102(a)(1) of the Bankruptcy Code. The Committee is comprised of three members: (a) Pension Benefit Guaranty Corporation, (b) O'Neal Steel, Inc., and (c) Harsco Corporation. On the same day, the Committee selected Lowenstein Sandler LLP and The Rosner Law Group LLC to serve as its co-counsel and EisnerAmper LLP to serve as its financial advisor in the Chapter 11 cases. TEMPO DULU: Hires Bernstein Shur as Counsel ------------------------------------------- Tempo Dulu, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Maine to employ Bernstein Shur Sawyer & Nelson, P.A., as counsel to the Debtor. Tempo Dulu requires Bernstein Shur to: (a) advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; (b) represent the Debtors at all hearings and matters pertaining to their affairs as debtors and debtors in possession; (c) attend meetings and negotiate with representatives of the Debtors' creditors and other parties-in-interest, as well as responding to creditor inquiries; (d) take all necessary action to protect and preserve the Debtors' estates; (e) prepare on behalf of the Debtors all necessary and appropriate motions, applications, answers, orders, reports and papers necessary to the administration of Debtors' estates; (f) review applications and motions filed in connection with the Debtors' bankruptcy cases; (g) negotiate and prepare on the Debtors' behalf any plans of reorganization, disclosure statements, and all related agreements and documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plans; (h) advise the Debtors in connection with any potential sale or sales of assets or their businesses, or in connection with any other strategic alternatives; (i) review and evaluate the Debtors' executory contracts and unexpired leases, and representing the Debtors in connection with the rejection, assumption or assignment of such leases and contracts; (j) consult with and advise the Debtors regarding labor and employment matters; (k) represent the Debtors in connection with any adversary proceedings or automatic stay litigation which may be commenced by or against the Debtors; (l) review and analyze various claims of the Debtors' creditors and treatment of such claims, and preparing, filing or prosecuting any objections thereto; and (m) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with their bankruptcy cases. Bernstein Shur will be paid at these hourly rates: D. Sam Anderson $365 Lindsay K. Zahradka $300 Adam R. Prescott $260 Daniel P. Keenan $210 Angela L. Stewart $225 Karla M. Quirk $190 In the year prior to the Petition Date, the Debtors paid Bernstein Shur the amount of $93,277 in legal fees and costs incurred prepetition. Bernstein Shur will also be reimbursed for reasonable out-of-pocket expenses incurred. D. Sam Anderson, shareholder of Bernstein Shur, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bernstein Shur can be reached at: D. Sam Anderson, Esq. BERNSTEIN SHUR SAWYER & NELSON, P.A. 100 Middle St. Portland, ME 04104-5029 Tel: (207) 774-1200 About Tempo Dulu Tempo Dulu, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Me. Case No. 18-20157) on March 28, 2018. The Debtor hired D. Sam Anderson, Esq., at Bernstein Shur Sawyer & Nelson, P.A., as counsel. TEMPUS AIRCRAFT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Tempus Aircraft Sales and Service, LLC 12260 East Control Tower Road Englewood, CO 80112 Type of Business: Tempus Aircraft Sales & Service, LLC operates a Pilatus Aircraft dealership in Englewood, Colorado. It also provides aircraft engine servicing and maintenance. Chapter 11 Petition Date: April 26, 2018 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 18-13507 Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Lacey S. Bryan, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 W. Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: lbryan@wwc-legal.com - and - Aaron J. Conrardy, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 W. Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: aconrardy@wwc-legal.com - and - David V. Wadsworth, Esq. WADSWORTH WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: dwadsworth@wwc-legal.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by John G. Gulbin, III, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob18-13507.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amstat Vendor Claim $1,750 Aviall Services Vendor Claim $2,856 BCS Voice and Data Solutions Vendor Claim $7,859 BZK Custom Contracting LLC Vendor Claim $55,371 Camp System International Vendor Claim $2,825 Campbell Capital Vendor Claim $7,500 Continental Testing Vendor Claim $9,347 Services, Inc. Dallas Aeromotive Vendor Claim $1,461 Denver Jet Center Vendor Claim $29,064 Hartzell Propeller Inc. Vendor Claim $121,087 Law Office of Fred Vendor Claim $81,535 Begy III P.C. Masco Service Corp. Vendor Claim $27,305 Mid-Continent Vendor Claim $1,425 Instruments Co. Pilatus Business Aircraft Purchase $471,005 Aircraft Ltd. Agreement 11755 Airport Way Broomfield, CO 80021 Rocky Mountain Vendor Claim $2,000 Propellers Inc. Snap on Tools Vendor Claim $3,196 Stonebriar MSN 9002- Global $6,318,014 Commercial Express Aircraft Finance, LLC 5601 Granite Parkway, Suite 1350 Plano, TX 75024 Straight Flight Inc. Vendor Claim $1,226 Top Flight Detailing Vendor Claim $2,615 Zarlengo Raub LLP Accountant Fees $10,000 TIERPOINT LLC: Bank Debt Due 2024 Trades at 3.50% Off ----------------------------------------------------- Participations in a syndicated loan under which TierPoint LLC is a borrower traded in the secondary market at 96.50 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.94 percentage points from the previous week. TierPoint LLC pays 375 basis points above LIBOR to borrow under the $700 million facility. The bank loan matures on April 27, 2024. 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 13. TIERPOINT LLC: Bank Debt Due 2025 Trades at 3.67% Off ----------------------------------------------------- Participations in a syndicated loan under which TierPoint LLC is a borrower traded in the secondary market at 96.33 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.04 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 13. TOYS R US: Hires Consensus Advisory as Investment Banker -------------------------------------------------------- Toys "R" Us, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Consensus Advisory Services LLC and Consensus Securities LLC, as sale process investment banker to the Debtors. Toys R Us requires Consensus Advisory to: (a) meet with the Debtors' management to familiarize itself, to the extent it deems appropriate and feasible, with the Intellectual Property Assets; (b) advise and assist the Debtors in (i) evaluating opportunities to maintain or re-start the ecommerce operations, whether directly or in conjunction with third parties, and whether permanently or as a bridge to a Sale Transaction (the "Re-Start Process"), (ii) assessing and estimating the costs and benefits of the Re-Start Process and (iii) determining interest in, and the valuation of, the Intellectual Property Assets from third parties through a process by which the Intellectual Property Assets are marketed for sale (a "Sale Process"); (c) as requested by the Debtors as part of a Sale Process, assist management in the preparation of a written document (the "Marketing Materials") describing the Intellectual Property Assets for the purpose of soliciting interest from third parties to engage in the Sale Process (it being understood that Consensus shall not be responsible for the validation, substantive review or updating of any information included in the Marketing Materials including, without limitation, any projected or pro forma financial information); (d) advise the Debtors as to the timing, structure and pricing of any sale opportunity with respect to the Intellectual Property Assets that arises from the Sale Process; (e) identify, update, and review with the Debtors on an ongoing basis a list of parties that may be interested in, and capable of, (a) assisting the Debtors in the Re-Start Process or (b) engaging in the Sale Process (such parties as approved by the Debtors, the "List"); (f) approach prospective parties on the List as approved by the Debtors about their interest in engaging in the Re- Start Process or the Sale Process and, upon the execution of a non-disclosure agreement satisfactory to the Debtors, transmit to such parties the Marketing Materials or other materials as directed by the Debtors; (g) as requested by the Debtors, participate on the Debtors' behalf in negotiations concerning any transaction or commercial relationship involving the Intellectual Property Assets arising from the Sale Process or Re-Start Process, respectively; and (h) being available at the Debtor's request to meet upon reasonable notice and at reasonable times to discuss any proposed transaction or commercial relationship and its financial implications. Consensus Advisory will be paid as follows: (a) Retainer: An upfront retainer of $150,000 shall be paid immediately upon approval of the Engagement Letter by the Court. If the Debtors wish Consensus to continue to provide services beyond the date that is three months from the effective date the Engagement Letter, the Debtors shall pay to Consensus Advisory an additional monthly retainer of $50,000 per month on each subsequent monthly anniversary of the date of this agreement beginning on July 2, 2018. (b) Sale Success Fee: If a sale by the Debtors of the Intellectual Property Assets occurs either (i) during the term of Consensus's engagement or (ii) at any time during a period of 12 months following the effective date of the Debtors' termination of Consensus Advisory's engagement (other than the Debtors' termination for cause) to an entity on the List, then the Debtors shall pay Consensus Advisory a fee (a "Sale Success Fee") equal to one percent (1.0%) of the Purchase Price (as defined in Exhibit A of the Engagement Letter) as and when such proceeds are collected by or for the benefit of the Debtors (but in any event no earlier than the closing of such sale by the Debtors of the Intellectual Property Assets). (c) Re-Start Success Fee: If the Debtors enter into one or more commercial arrangements that enables them to re-start the ecommerce business either (i) during the term of Consensus Advisory's engagement or (ii) at any time during a period of 12 months following the effective date of the Debtors' termination of Consensus Advisory's engagement (other than the Debtors' termination for cause) with one or more entities on the List, then the Debtors shall pay Consensus Advisory a fee equal to one percent (1.0%) of the net revenue generated from the Debtors' ecommerce business from the start of such a re-start until the date that is five years after such re-start date, provided that such fees shall not exceed two-million five-hundred thousand dollars ($2,500,000) (a "Re-Start Success Fee"). (d) Payment of Fees and Claims on Proceeds. Any Sale Success Fee shall be paid from the first proceeds of the sale of the Intellectual Property Assets without regard to any liens thereon or clams on proceeds therefrom. Any Re-Start Fee paid shall be paid to Consensus from the first proceeds received by the Debtors on the last day of any monthly period in which any such proceeds are actually received by the Debtors or their stakeholders without regard to any liens against the Intellectual Property Assets or claims on proceeds generated therefrom. Such fees shall be paid by wire transfer or check payable in immediately available funds (provided that to the extent the calculation of such fee includes any deferred or contingent payments (including amounts held in escrow) then the portion of the applicable fee attributable thereto shall be payable on the date on which the same are actually received by the Debtors and/or its securityholders). Interest on such fees will accrue at the rate of eight percent (8%) per annum from the date on which such payment becomes due and payable if payment is delayed for any reason (other than a good faith dispute between the parties as to any such fees). Michael A. O'Hara, managing member of Consensus Advisory Services LLC and Consensus Securities LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Consensus Advisory can be reached at: Michael A. O'Hara CONSENSUS ADVISORY SERVICES LLC CONSENSUS SECURITIES LLC 100 River Ridge Drive, Suite 202 Norwood, MA 02062 Tel: (617) 437-6500 Fax: (617) 437-6506 About Toys R Us, Inc. 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 roceedings. 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. Consensus Advisory Services LLC and Consensus Securities LLC, as sale process investment banker. 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. UBS-BARCLAYS 2012-C3: Moody's Affirms B2 Rating on Class F Debt --------------------------------------------------------------- Moody's Investors Service (Moody's) has affirmed ten classes in UBS-Barclays Commercial Mortgage Trust 2012-C3 as follows: Cl. A-3, Affirmed Aaa (sf); previously on Apr 27, 2017 Affirmed Aaa (sf) Cl. A-4, Affirmed Aaa (sf); previously on Apr 27, 2017 Affirmed Aaa (sf) Cl. A-S, Affirmed Aaa (sf); previously on Apr 27, 2017 Affirmed Aaa (sf) Cl. B, Affirmed Aa2 (sf); previously on Apr 27, 2017 Upgraded to Aa2 (sf) Cl. C, Affirmed A2 (sf); previously on Apr 27, 2017 Upgraded to A2 (sf) Cl. D, Affirmed Baa3 (sf); previously on Apr 27, 2017 Affirmed Baa3 (sf) Cl. E, Affirmed Ba2 (sf); previously on Apr 27, 2017 Affirmed Ba2 (sf) Cl. F, Affirmed B2 (sf); previously on Apr 27, 2017 Affirmed B2 (sf) Cl. X-A, Affirmed Aaa (sf); previously on Apr 27, 2017 Affirmed Aaa (sf) Cl. X-B, Affirmed Ba3 (sf); previously on Apr 27, 2017 Affirmed Ba3 (sf) RATINGS RATIONALE The ratings on the P&I classes were affirmed because the transaction's key metrics, including Moody's loan-to-value (LTV) ratio, Moody's stressed debt service coverage ratio (DSCR) and the transaction's Herfindahl Index (Herf), are within acceptable ranges. The ratings on the two IO classes, Classes X-A and X-B, were affirmed based on the credit quality the referenced classes. Moody's rating action reflects a base expected loss of 2.8% of the current balance compared to 2.3% at Moody's prior review. Moody's base expected loss plus realized losses is now 2.2% of the original pooled balance compared to 2.1% at the prior review. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: The performance expectations for a given variable indicate Moody's forward-looking view of the likely range of performance over the medium term. Performance that falls outside the given range can indicate that the collateral's credit quality is stronger or weaker than Moody's had previously expected. Factors that could lead to an upgrade of the ratings include a significant amount of loan paydowns or amortization, an increase in the pool's share of defeasance or an improvement in pool performance. Factors that could lead to a downgrade of the ratings include a decline in the performance of the pool, loan concentration, an increase in realized and expected losses from specially serviced and troubled loans or interest shortfalls. METHODOLOGY UNDERLYING THE RATING ACTION The principal methodology used in rating UBS-Barclays Commercial Mortgage Trust 2012-C3, Cl. A-3, Cl. A-4, Cl. A-S, Cl. B, Cl. C, Cl. D, Cl. E and Cl. F was "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017. The methodologies used in rating UBS-Barclays Commercial Mortgage Trust 2012-C3, Cl. X-A and Cl. X-B were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017 and "Moody's Approach to Rating Structured Finance Interest-Only (IO) Securities" published in June 2017. DEAL PERFORMANCE As of the April 12, 2018 distribution date, the transaction's aggregate certificate balance has decreased by 19% to $876.5 million from $1.1 billion at securitization. The certificates are collateralized by 79 mortgage loans ranging in size from less than 1% to 13% of the pool, with the top ten loans (excluding defeasance) representing 44% of the pool. Eight loans, representing 9% of the pool have defeased and are secured by US Government securities. Moody's uses a variation of Herf to measure the diversity of loan sizes, where a higher number represents greater diversity. Loan concentration has an important bearing on potential rating volatility, including the risk of multiple notch downgrades under adverse circumstances. The credit neutral Herf score is 40. The pool has a Herf of 25, compared to 28 at Moody's last review. Six loans, representing 7% of the pool, are on the master servicer's watchlist. The watchlist includes loans which meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of our ongoing monitoring of a transaction, Moody's reviews the watchlist to assess which loans have material issues that could impact performance. No loans have been liquidated from the pool. One loan, constituting 1.1% of the pool, is currently in special servicing. The loan in special servicing is the Summit Village Apartments Loan ($10 million -- 1.1% of the pool), which is secured by a 228 unit multifamily property located in Lawton, Oklahoma. The loan transferred to special servicing in December 2016 for imminent default. The property has had occupancy issues causing a low DSCR. The Borrower has since changed property manager to stabilize the asset and occupancy has been increasing steadily since. Property was 79% occupied as of January 2018 compared to 69% as of September 2016. The special servicer is monitoring lease up while loan remains current. Moody's estimates an aggregate $4.5 million loss for the specially serviced loan (46% expected loss on average). Moody's has also assumed a high default probability for one poorly performing loan, constituting 0.7% of the pool, and has estimated an aggregate loss of $1.1 million (a 17.5% expected loss based on a 50% probability default) from this troubled loan. Moody's received full year 2016 operating results for 97% of the pool and full or partial year 2017 operating results for 75% of the pool. Moody's weighted average conduit LTV is 92% compared to 93% at Moody's last review. Moody's conduit component excludes loans with structured credit assessments, defeased and CTL loans and specially serviced and troubled loans. Moody's net cash flow (NCF) reflects a weighted average haircut of 13% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 10.0%. Moody's actual and stressed conduit DSCRs are 1.71X and 1.31X, respectively, compared to 1.67X and 1.24X at the last review. Moody's actual DSCR is based on Moody's net cash flow (NCF) and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stressed rate applied to the loan balance. The top three performing conduit loans represent 22.8% of the pool balance. The largest loan is the 1000 Harbor Boulevard Loan ($113.0 million -- 12.9% of the pool), which is secured by a ten-story suburban office building located in Weehawken, New Jersey. The loan represents a 94% pari-passu interest in a $120 million loan. As of December 2017, the property was 100% leased to UBS Financial Services, Inc. (UBS AG, senior unsecured rating of A1, ratings under review for possible upgrade) through 2028. The property is part of Lincoln Harbor, a master planned community set on 60 acres along the Hudson River, directly across from Midtown Manhattan. The loan is structured with an Anticipated Repayment Date ("ARD") in September 2022, after which the loan will hyper-amortize and has a final maturity date in December 2028. Moody's LTV reflects the loan amount hyper-amortized through the post-ARD period less the loan amount that would normally amortize on a 30-year amortization schedule during the first 10 years of the loan term as if amortization had been present. Due to the single-tenant nature of the asset, a Moody's Lit-Dark analsyis was also completed. Moody's LTV and stressed DSCR are 108% and 0.69X, respectively, compared to 104% and 0.69X at the last review. The second largest loan Reisterstown Road Plaza Loan ($45.8 million -- 5.2% of the pool), which is secured by a 660,408 SF mixed use and anchored retail center located in Baltimore. Maryland. The anchor tenants include Giant Foods, Burlington Coat Factory, Shoppers World, Big Lots and Marshalls. The main office tenant is the Department of Public Safety which leases 16% of the NRA through December 2021. The property was 97% leased as of February 2018 compared to 98% leased as of December 2016. Moody's LTV and stressed DSCR are 110% and 0.95X, respectively, compared to 101% and 1.04X at last review. The third largest loan is the Plaza at Imperial Valley Loan ($41.0 million -- 4.7% of the pool), which is secured by a 36,400 SF retail property located in El Centro, California. The property is located 15 miles from the Mexico/California border. The property is anchored by Burlington Coat Factory and includes Marshalls, Ross Dress for Less, Best Buy, Bed, Bath & Beyond, Michaels, Staples, DD's Discounts and DSW as junior anchors each representing 20,000 SF or more. As of December 2017, the property was 99% occupied, the same as last review. Moody's LTV and stressed DSCR are 92% and 1.12X, respectively, compared to 94% and 1.1X at the last review. UNITED CHARTER: W. Bier to Get 100% at 4.5% Per Annum Under Plan ---------------------------------------------------------------- United Charter LLC filed with the U.S. Bankruptcy Court for the Eastern District of California a plan of reorganization and accompanying disclosure statement proposing to pay unsecured creditors 100% with simple interest accruing at 4.5% per annum. The Plan proposes to pay the Allowed Secure Claim of East-West Bank by capitalizing all pre-confirmation interest, costs and penalties (to the extent allowed) and amortization of the resulting Claim at an interest rate that reflects the value of the collateral securing such Claims. UC currently projects that the monthly payments to EWB on this Claim will start at $26,111.38 and increase thereafter at regular intervals due to expected increases in the prime rate over the life of the Plan. EWB's Allowed Secured Claim will be paid in full no later than five years after the Effective Date of the Plan. Payments to the holders of such Allowed Secured Claims will come from three sources: (1) proceeds of the sale or refinance of the Property; (2) net rental income from the Property; and (3) to the extent the first two sources are insufficient, voluntary capital contributions from the Debtor's members. The Plan proposes to treat the Allowed Secured Claim of Wayne Bier as fully unsecured due to EWB's appraisal of the Property securing Bier's claim. That appraisal, received by UC in late November 2017, states that in the opinion of the appraiser the fair market value of the Subject Property in October 2017 was $4,580,000. As EWB's Proof of Claim, together with all postpetition interests, attorneys fees and costs exceeds this value, it appears that under Section 506 of the Bankruptcy Code, UC's Plan must treat Bier's claim as fully unsecured. Although the Plan requires that payments to unsecured creditors be made pro rata to all Class 2 Allowed Claims, because UC expects that Wayne Bier will be the only creditor in Class 2, all of the scheduled payments are expected to be made to Wayne Bier. Payments to Class 2 creditors will come from the Reorganized Debtor's operating cash after payment of all operating expenses of the Subject Property, the installments of principle and interest owed under the Plan to EWB (Class 1(a)), and an adequate reserve for future operating expenses. UC projects Class 2 Allowed Claims will be paid in full, with interest, on or before 60 months after the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-22347-167.pdf About United Charter United Charter LLC, owner of certain properties in Stockton, California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-22347) on April 7, 2017. In the petition signed by Raymond Zhang, managing member, the Debtor estimated assets and liabilities ranging from $1 million to $10 million. The case is assigned to Judge Ronald H. Sargis. The Debtor is represented by Jeffrey J. Goodrich, Esq., at Goodrich & Associates. UNITI GROUP: S&P Cuts Corp. Credit Rating to 'B-', Outlook Negative ------------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Little Rock, Ark.-based Uniti Group Inc. to 'B-' from 'B'. The outlook is negative. S&P said, "At the same time, we lowered the rating on Uniti's senior secured debt to 'B' from 'B+'. The recovery rating remains '2', which indicates our expectation of substantial (70%-90%; rounded estimate: 80%) recovery in the event of payment default. "In addition, we lowered the rating on Uniti's senior unsecured debt to 'CCC' from 'CCC+'. The recovery rating remains '6', which indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. The downgrade follows the downgrade of Uniti's principal leasing tenant, Windstream, because of its deteriorating long-term business prospects as a result of secular industry declines and intense competitive pressures." S&P said, "Despite continued efforts to diversify its revenue and The negative outlook reflects our view of heightened risk to Uniti's leasing business due to Windstream's weak long-term business prospects. We expect that, in a stress scenario, Windstream could attempt to renegotiate lease payment terms, which if entertained, could have a materially negative impact on Uniti's credit metrics. However, we note that Uniti is under no obligation to revise the terms of the lease agreement. "We could downgrade Uniti if we lowered the ratings on Windstream because of weaker-than-expected operating and financial performance or if we believed its financial commitments were unsustainable. We could also lower the rating if Uniti renegotiated terms of its lease with Windstream, such that leasing revenue was materially reduced. "We could revise the outlook to stable if Uniti's primary tenant's credit quality improved, prompting a revision of the outlook on Windstream. We could also revise the outlook or upgrade Uniti if the company were able to diversify and improve the quality of its tenant and asset base through acquisitions that support an improved view of the overall business profile, assuming that it does not result in meaningfully higher leverage." USI SERVICES: Hires Baldassare & Mara as Special Counsel -------------------------------------------------------- USI Services Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Baldassare & Mara, LLC, as special counsel to the Debtors. USI Services requires Baldassare & Mara to represent Edward McKeever, an employee of Strike Force of New Jersey, Inc., in a criminal matter pending in Atlantic County. It is alleged that Mr. McKeever employed unregistered security officers on behalf of the debtor Strike Force of New Jersey, Inc. As the charges against Mr. McKeever, which are disputed, arise from his employment with Strike Force of New Jersey, Inc., it is appropriate for the debtors to provide him with a defense. Baldassare & Mara will be paid a flat fee of $15,000 for all services to be provided. Michael Baldassare, partner of Baldassare & Mara, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Baldassare & Mara can be reached at: Michael Baldassare, Esq. BALDASSARE & MARA, LLC 570 Broad St. Newark, NJ 07102 Tel: (973) 200-4066 About USI Services Group USI Services Group, Inc., provides facility management services and solutions to pharmaceutical campuses, commercial office buildings, shopping mall or national retailers, industrial complex or major entertainment venues. USI offers complete janitorial service programs, hard surface floor care, carpet care programs, window cleaning, post construction cleaning, landscaping & design, snow management, parking lot lighting, parking lot maintenance, parking lot striping, facility management, 3rd party contract management, HVAC services, security services, electronic security solutions and energy management. The Company is headquartered in Union, New Jersey. USI Services Group and its affiliates filed Chapter 11 petitions (Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. In the petitions signed by Frederick G. Goldring, president, USI estimated at least $50,000 in assets and $1 million to $10 million in liabilities. Judge John K. Sherwood presides over the case. Mandelbaum Salsburg P.C. serves as counsel to the Debtor. Baldassare & Mara, LLC, and Porzio Bromberg & Newman P.C., serve as special counsel. USI SERVICES: Hires Porzio Bromberg as Special Counsel ------------------------------------------------------ USI Services Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Porzio Bromberg & Newman P.C., as special counsel to the Debtors. USI Services requires Porzio Bromberg to represent Kevin Knight, an employee Strike Force of New Jersey, Inc., in a criminal matter pending in Atlantic County. It is alleged that Mr. Knight employed unregistered security officers on behalf of the debtor Strike Force of New Jersey, Inc. As the charges against Mr. Knight, which are disputed, arise from his employment with Strike Force of New Jersey, Inc., it is appropriate for the debtors to provide him with a defense. Porzio Bromberg will be paid a flat fee of $15,000 for all services to be provided. William J. Hughes, Jr., a partner at Porzio Bromberg & Newman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Porzio Bromberg can be reached at: William J. Hughes, Jr., Esq. PORZIO BROMBERG & NEWMAN P.C. 100 Southgate Parkway Morristown, NJ 07962-1997 Tel: (973) 538-4006 About USI Services Group USI Services Group, Inc., provides facility management services and solutions to pharmaceutical campuses, commercial office buildings, shopping mall or national retailers, industrial complex or major entertainment venues. USI offers complete janitorial service programs, hard surface floor care, carpet care programs, window cleaning, post construction cleaning, landscaping & design, snow management, parking lot lighting, parking lot maintenance, parking lot striping, facility management, 3rd party contract management, HVAC services, security services, electronic security solutions and energy management. The company is headquartered in Union, New Jersey. USI Services Group and its affiliates filed Chapter 11 petitions (Lead Bankr. D.N.J. Case No. 18-10153) on Jan. 3, 2018. In the petitions signed by Frederick G. Goldring, president, USI estimated at least $50,000 in assets and $1 million to $10 million in liabilities. Judge John K. Sherwood presides over the cases. Mandelbaum Salsburg P.C. serves as counsel to the Debtor. Baldassare & Mara, LLC, and Porzio Bromberg & Newman P.C., serve as special counsel. UTEX INDUSTRIES: S&P Alters Outlook to Stable & Affirms 'CCC+' CCR ------------------------------------------------------------------ S&P Global Ratings today affirmed its 'CCC+' corporate credit rating on UTEX Industries Inc. and revised the outlook to stable from negative. S&P said, "At the same time we affirmed the 'CCC+' issue-level rating on the company's first-lien term loan and 'CCC-' rating on its second-lien term loan. The recovery rating on the first-lien loan remains '4', indicating our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. The recovery rating on the second-lien term loan remains '6', indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default." The stable outlook reflects both improved liquidity and expected improvement in financial measure as robust spending by the exploration and production (E&P) sector drives improving revenues and margins. As of Dec. 31, 2017, UTEX had about $20 million of cash on its balance sheet and about $15 million of availability on its credit facility. The facility includes a 7x leverage springing covenant if the company utilizes more than 30% of the facility. S&P said, "As a result, we have assumed the maximum the company can draw is $15 million, 30% of its $50 million revolving credit facility, as a source of liquidity. However, we believe that with the company's improving operating performance and cash flow generation resulting from an increasing onshore U.S. rig count, following increased capital expenditures by E&P companies. We continue to project the company will generate free operating cash flows (FOCF) this year despite increased capital spending. The stable outlook reflects, that besides high debt leverage, we expect that UTEX will maintain adequate liquidity while significantly improving operating performance and resulting financial measures. The strong recovery in E&P spending, supported by favorable crude oil prices, will support strengthening operating earnings and cash flow." S&P said, "We could lower the rating if the company's liquidity deteriorates and/or we see the potential for a default within a year. This likely occurs in conjunction with a material fall in crude oil prices and resulting decline in E&P spending. "We could raise the rating if revenues and resulting financial measures improve such that we project FFO to debt sustained closer to 12%. This would likely occur in conjunction with improving oil and natural gas prices, which should support higher capital spending levels by the E&P industry." VERNON ASCOT: Hires Abbasi Law as Insolvency Counsel ---------------------------------------------------- Vernon Ascot Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Abbasi Law Corporation, as general insolvency counsel to the Debtor. Vernon Ascot requires Abbasi Law to: a. represent the Debtor at the initial Debtors Interview; b. represent the Debtor its meeting of creditors pursuant to the Bankruptcy Code; c. represent the Debtor at all hearings before the U.S. Bankruptcy Court involving the Debtors as Debtor-in- Possession and as reorganized Debtors; d. prepare on behalf of the Debtor, as Debtors in possession all necessary applications, motions, orders, and other legal papers; e. advise the Debtor, regarding matters of bankruptcy law, including the Debtor's rights and remedies with respect to the Debtors' assets and the claims of its creditors; f. represent the Debtor with regard to all contested matters; g. represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, preparation, and implementation of a plan of reorganization; h. analyze any secured, priority, or general unsecured claims that have been filed in the Debtor's bankruptcy case; i. negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of their claims; j. object to claims as may be appropriate; k. perform all other legal services for the Debtor as Debtor- in-Possession as may be necessary, other than adversary proceedings which would require a further written agreement; l. advise the Debtor with respect to its powers and duties as a Debtor in possession in the continued operation of its business; m. provide counseling with respect to the general corporate, securities, real estate, litigation, environmental, state regulatory, and other legal matters which may arise during the pendency of the Chapter 11 case; and n. perform all other legal services that is desirable and necessary for the efficient and economic administration of the Chapter 11 case. Abbasi Law will be paid at these hourly rates: Attorneys $350 Paralegals $60 Law Clerk $25 Prior to the commencement of the bankruptcy case, the Debtors paid Abbasi Law a retainer of $7,500, and the $1,717 filing fee. Abbasi Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Abbasi, a partner at Abbasi Law Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Abbasi Law can be reached at: Matthew Abbasi, Esq. ABBASI LAW CORPORATION 8889 West Olympic Blvd., Suite 240 Beverly Hills, CA 90211 Tel: (310) 358-9341 Fax: (888) 709-5448 E-mail: matthew@malawgroup.com About Vernon Ascot Properties Vernon Ascot Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-10785) on March 28, 2018, disclosing under $1 million in assets and liabilities. Matthew Abbasi, Esq., at Abbasi Law Corporation, is the Debtor's counsel. VISTRA ENERGY: Moody's Affirms Ba2 CFR & Alters Outlook to Pos. --------------------------------------------------------------- Moody's Investors Service affirmed Vistra Energy Corp's Ba2 corporate family rating and revised its rating outlook to positive from stable. At the same time, Moody's upgraded the rating of the bank loans at Vistra Operations Company LLC (Vistra Ops) to Ba1 from Ba2. In addition, Moody's upgraded Vistra's bank loan to Ba1 from Ba3. These bank loans were transferred to Vistra from Dynegy Inc. (Dynegy), when the merger was completed on April 9, 2018 . Dynegy's senior notes were upgraded to B1 from B3 and were also transferred to Vistra. "The merger with Dynegy has made Vistra into a larger independent power producer with a strong retail operation in Texas," said Toby Shea VP - Sr. Credit Officer. "Vistra's positive outlook is largely based on the company's intention to reduce leverage to 3x gross debt to EBITDA by the end of 2019." Issuer: Vistra Operations Company LLC Senior Secured Bank Credit Facility, Upgraded to Ba1(LGD3) from Ba2(LGD4) Issuer: Dynegy Inc. (Assumed by Vistra Energy Corp.) Senior Secured Bank Credit Facility, Upgraded to Ba1(LGD3) from Ba3(LGD2) Senior Unsecured Regular Bond/Debenture, Upgraded to B1(LGD5) from B3(LGD5) Outlook Actions: Issuer: Dynegy Inc. Outlook, Changed To No Outlook From Rating Under Review Issuer: Vistra Energy Corp. Outlook, Changed To Positive From Stable Issuer: Vistra Operations Company LLC Outlook, Changed To Positive From Stable Affirmations: Issuer: Vistra Energy Corp. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba2 Withdrawals: Issuer: Dynegy Inc. Probability of Default Rating, Withdrawn , previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 Corporate Family Rating, Withdrawn , previously rated B2 RATINGS RATIONALE Vistra's business activities -- merchant power generation and retail supply -- have a high degree of business risk given their sensitivity to commodity price movements. The high business risk activities are however tempered by its large scale and diversity of its generation assets as well as the strong market position of its retail operation in Texas. Vistra's debt leverage increased significantly when it assumed Dynegy's debt but is set to fall sharply over the next two years due to debt reduction plans. Vistra has three major sources of cash flows -- Texas retail, Texas generation and Northeast generation. Moody's estimates that Texas retail and Texas generation will each generate about 30% of the consolidated EBITDA, while the remaining 40% will come mostly from Northeast generation. Because retail operations have only a minor amount of capital expenditures, Texas retail's free cash flow contribution is markedly higher than its EBITDA contribution. Vistra's retail business in Texas is its crown jewel. This business has produced consistent and robust cash flows for many years. Vistra's TXU Energy brand has a strong reputation in the Texas market and commands a premium pricing relative to second-tier suppliers. Within its incumbent territory, Vistra's generation base in Texas matches well for the demands of its retail load. This generation base provides an important physical hedge for load risk management and a substantial amount of working capital savings. Vistra has a large generating asset position in Texas and its energy production roughly double that of the requirements of its retail operation. Due to low gas prices and chronic oversupply, the wholesale power prices in Texas have been so low that competing coal and nuclear generators mostly operate with minimal or negative cash flows. The market condition, however, is expected to improve significantly for summer of 2018, in large part due to Vistra's decision to close 4,200 MW of coal-fired capacity in early 2018. Vistra also has a large generating asset position in the Northeast, which we are defining as regions within the control of PJM Interconnection L.L.C (PJM, Aa2 stable), New York Independent System Operator and ISO New England. The company's Northeast portfolio contains 10,600 MW of generating capacity using high-efficiency gas plants. This large gas-based position allows the plants to weather the low gas price environment as coal and smaller nuclear assets struggle to stay open. Vistra recorded a 25% cash flow from operations pre-working capital (CFO Pre-WC) to debt ratio in 2017. Despite merging with Dynegy, which only produced a CFO Pre-WC/debt of 5% in 2017, Moody's expects Vistra's CFO Pre-WC/debt to still be around 20% for the full year 2018, mainly due to synergies, operational performance improvements and debt reduction. Vistra's management has indicated that it plans to further reduce debt in 2019 and expects its gross debt to EBITDA to be 3x or lower by the end of 2019. Should the company achieve this target, Moody's believes Vistra's CFO Pre-WC/debt will be in the mid-twenty percent, which falls within our benchmark range 22% to 30% for Baa rating. Liquidity Vistra's SGL-1 speculative liquidity rating reflects very good liquidity. The company is expected to have the capacity to meet its obligations over the coming 12 months through internal resources without relying on external sources of committed financing. Moody's expects Vistra to produce more than $1.5 billion of free cash flows and maintain a minimum of $500 million of unrestricted cash on hand. Additionally, Vistra has about $2 billion of revolving credit facilities that can be used to support letter of credits or fund short-term cash needs. The revolving credit facilities have covenants that range from 4x to 4.25x secured debt to EBITDA. Upcoming maturity includes $850 million of senior notes due 2019, which will be called on May 1, 2018, and $1,025 million of its revolving credit facilities due 2020. Outlook Vistra Energy's positive outlook reflects the management's deleveraging plan for 2018 and 2019, which includes reducing gross debt to EBITDA to 3.8x for 2018 and 3.0x for 2019. The positive outlook also incorporates the rising power price environment in Texas. Factors that Could Lead to an Upgrade Vistra could be upgraded if the company achieves a CFO Pre-WC/Debt of 20% or higher for 2018, assuming forward power prices do not deteriorate significantly. Vistra's senior notes at the parent holding company could be upgraded by one notch, to Ba3, from B1 if and when Vistra' Operation's debt is consolidated with the rest of the debt at the parent holding company. Factors that Could Lead to a Downgrade Vistra could be downgraded if the company does not follow through on its deleveraging plans or that its CFO Pre-WC/Debt falls to low teens. A negative action is also possible if Vistra's market environment for its retail or its generation experiences a sudden deterioration. Company Profile Vistra is one of the largest independent power producers in the US with 40 Gigawatts of generating capacity and 180 terawatt hours of power production. Its retail operation sells about 70 terawatt hours of power a year and has about 2.7 million residential customers. Vistra has a large operation in its incumbent territory of North Texas but also has sizable generating and retail positions in Ohio, Illinois, Pennsylvania, and Massachusetts. WALKING COMPANY: Committee Hires Kelley Drye as Lead Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of The Walking Company Holdings, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Kelley Drye & Warren LLP, as lead counsel to the Committee. The Committee requires Kelley Drye to: (a) advise the Committee with respect to its rights, duties and powers in these cases; (b) assist and advise the Committee in its consultations with the Debtors in connection with the administration of the cases; (c) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors; (d) assist the Committee in connection with the Debtors' proposed plan of reorganization; (e) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims, including analysis of possible objections to the priority, amount, subordination, or avoidance of claims and transfers of property in consideration of such claims; (f) advise and represent the Committee in connection with matters generally arising in these cases, including the Debtors' motion to incur DIP financing; (g) appear before the Bankruptcy Court, and any other federal, state or appellate court; (h) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, objections, and responses to any of the foregoing; and (i) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Kelley Drye will be paid at these hourly rates: Partners $730 to $910 Associates $480 to $750 Paraprofessionals $280 Kelley Drye will also be reimbursed for reasonable out-of-pocket expenses incurred. Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, for the period of March 20, 2018 through May 31, 2018. Jason R. Adams, a partner at Kelley Drye & Warren, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Kelley Drye can be reached at: Robert. L. LeHane, Esq. Jason R. Adams, Esq. Lauren S. Schlussel, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 About The Walking Company The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent and administrative advisor. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 20, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kelley Drye & Warren LLP, as lead counsel. Klehr Harrison Harvey Branzburg LLP, is the Delaware co-counsel. WALKING COMPANY: Committee Hires Klehr Harrison as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of The Walking Company Holdings, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel to the Committee. The Committee requires Klehr Harrison to: a. provide legal advice regarding local rules, practices, precedent and procedures and provide substantive and strategic advice on how to accomplish the Committee's goals in connection with the prosecution of these cases; b. review, comment and prepare drafts of documents and discovery materials to be filed with the Court as co- counsel to the Committee and served on parties or third parties in these chapter 11 cases; c. prepare initial drafts of motions and objections to motions as requested by the Committee; d. appear in Court, at depositions, and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Committee as their co-counsel; e. perform various services in connection with the administration of these cases, including, without limitation, (i) prepare certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (ii) monitor the docket for filings and coordinating with Kelley Drye on pending matters that need responses, (iii) prepare and maintain critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, and (iv) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinate with Kelley Drye on any necessary responses; f. perform all services for the Committee in which Kelley Drye & Warren LLP, may have a conflict of interest; and g. perform all other services assigned by the Committee, in consultation with Kelley Drye, to Klehr Harrison as co- counsel to the Committee. Klehr Harrison will be paid at these hourly rates: Partners $350 to $720 Associates $260 to $410 Paralegals $170 to $250 Klehr Harrison will also be reimbursed for reasonable out-of-pocket expenses incurred. Domenic E. Paciti, a partner at Klehr Harrison, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Klehr Harrison can be reached at: Domenic E. Paciti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 E-mail: dpacitti@klehr.com About The Walking Company Holdings The Walking Company is the leading national specialty retailer of high-quality, technically designed comfort footwear and accessories, and offers a selection of premium comfort brands including ABEO, Dansko, ECCO, Taos, and more. The Walking Company operates 208 stores in premium malls across the nation and the company's website http://www.thewalkingcompany.com/ On March 6, 2018, The Walking Company Holdings, Inc., along with affiliates The Walking Company, Big Dog USA, Inc., and FootStmart, Inc., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The cases are pending joint administration before the Honorable Laurie Selber Silverstein. Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel. Consensus Advisory Services LLC is the financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent and administrative advisor. Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior Agent, and the Prepetition Term Agent. Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to the Prepetition Subordinated Creditors. Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 20, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Kelley Drye & Warren LLP, as lead counsel. Klehr Harrison Harvey Branzburg LLP, is the Delaware co-counsel. WEATHERFORD INTERNATIONAL: Reports First Quarter 2018 Results ------------------------------------------------------------- Weatherford International plc reported a net loss of $245 million, or a loss of $0.25 per share for the first quarter of 2018. First Quarter 2018 Highlights * Segment operating income improved by 145% year-over-year * Successfully extended 2019 and 2020 debt maturities through closing a private offering of $600 million in senior notes * Estimated recurring benefit of $108 million in annualized cost savings and $41 million in one-time benefits as part of the transformation effort * Won OTC Asia Spotlight on New Technology Awards for the HeatWave ExtremeSM service and the WFX0 openhole gravel-pack system * Launched two of the planned divestitures processes and made further progress on our Land Drilling Rigs divestiture Non-GAAP net loss for the first quarter of 2018, excluding unusual charges and credits, was $188 million, or $0.19, diluted loss per share. This compares to a $329 million non-GAAP net loss for the fourth quarter of 2017, or $0.33 diluted loss per share, and a $318 million non-GAAP net loss for the first quarter of the prior year, or $0.32 diluted loss per share. Revenue in the first quarter of 2018 was $1.42 billion, which decreased 4% from revenue of $1.49 billion for the fourth quarter of 2017 and was 3% higher than the $1.39 billion of revenue reported for the first quarter of 2017. The sequential revenue decrease was due to non-repeating year-end product sales as well as seasonal declines in the North Sea and Russia. The year-over-year increase was primarily due to activity increases in the U.S., Argentina and Mexico in the Western Hemisphere and Kuwait, Iraq, Russia and Saudi Arabia in the Eastern Hemisphere, partially offset by a decrease in Venezuela as a result of a change in accounting for revenue to cash basis and depressed offshore markets in the North Sea, West Africa and Asia. Operating loss for the first quarter of 2018 was $39 million. Excluding unusual charges and credits, segment operating income in the first quarter of 2018 was $40 million, up $123 million or 148% sequentially, and up $129 million, or 145%, year-over-year. The sequential improvement was primarily due to improved product margins benefiting from a favorable sales mix, lower personnel and other support costs, the timing of revenue and cost recognition related to deliveries in Kuwait and lower depreciation expenses resulting from asset impairments recorded in the prior quarter. Year-over-year improvement was led by revenue growth in Production and Well Construction in the U.S. and parts of Latin America combined with higher activity and improved service quality across all product lines in the Middle East and Russia. Results also benefited from an overall reduction in cost structure as well as lower depreciation due to asset sales and impairments in prior quarters. These improvements were partially offset by a decline in revenue in Venezuela after our change in accounting for revenue to a cash basis last quarter. In the quarter, the Company recorded pre-tax charges of $57 million, which include $34 million related to the bond tender and call premium, $26 million in currency devaluation charges mostly in the Angolan kwanza, $25 million in restructuring and transformation charges and $18 million in asset write-downs and other, net. This was partially offset by $46 million in credits related to the fair value adjustment of the outstanding warrant. In the first quarter of 2018, estimated recurring benefits as a result of the transformation plan were $27 million or $108 million on an annualized basis. In addition, the Company achieved $41 million in one-time benefits, mostly driven by the sale of surplus or non-strategic assets along with an improved collections process. Mark A. McCollum, president and chief executive officer, commented, "As we continue on our transformational path, our results for the first quarter of 2018 reflect our focus on planning and executing tangible actions to improve our position as a strong, viable and innovative organization. Sequentially and on a year-over-year basis, our operating income, margins and adjusted EBITDA improved substantially, as we steadily reduced our core costs and benefited from an improving market environment. Additionally, we have increased accountability, efficiency and process discipline across the entire Company." McCollum continued, "The goals we have set forth for 2018 and 2019 are realistic and achievable. We are on track and, in the first quarter, have already achieved 10% of our annualized recurring benefit target. I am excited about our progress as we continue to build momentum. We have the right people, technologies and processes to be successful, and by executing on the detailed action plans we have developed over the past few months, we will generate improved returns and create significant value for our shareholders." Cash Flow and Financial Covenants Net cash used in operating activities was $185 million for the first quarter of 2018, driven by cash payments of $174 million for debt interest and $26 million for cash severance and restructuring costs partially offset by improved collections of accounts receivables. First quarter capital expenditures of $38 million, including investments in Land Drilling Rigs held-for-sale assets, decreased by $40 million, or 51%, sequentially due to lower spending in Well Construction due to project delays and delayed rig mobilizations, and decreased $2 million or 5% from the same quarter in the prior year. The Company is in compliance with its financial covenants as defined under our revolving and secured term loan credit facilities as of March 31, 2018, and expects to continue to remain in compliance with all covenants based on current financial projections. Taxes The first quarter of 2018 tax provision was $32 million including tax expenses related to profits in certain jurisdictions, deemed profit countries, and withholding taxes on intercompany and third-party transactions. The tax expense is lower sequentially due to the establishment of an additional valuation allowance and provisions for foreign law changes, offset by a one-time tax benefit as a result of a U.S. tax reform, in the prior quarter. A full-text copy of the press release is available at: https://is.gd/zOd7Wj About Weatherford Weatherford (NYSE: WFT), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 90 countries and has a network of approximately 780 locations, including manufacturing, service, research and development, and training facilities and employs approximately 28,700 people. Weatherford reported a net loss attributable to the Company of $2.81 billion in 2017, a net loss attributable to the Company of $3.39 billion in 2016, and a net loss attributable to the Company of $1.98 billion in 2015. As of Dec. 31, 2017, Weatherford had $9.74 billion in total assets, $10.31 billion in total liabilities and a total shareholders' deficiency of $571 million. * * * In November 2017, Fitch Ratings affirmed Weatherford and its subsidiaries' Long-Term Issuer Default Ratings (IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating reflects exposure to the oilfield services sector and a stressed balance sheet. Fitch expects an extended down-cycle and delayed recovery from Fitch initial sector recovery expectations due to low to range-bound oil and gas prices. WEST SPEEDWAY: Amends Plan to Increase Amount of Claims ------------------------------------------------------- West Speedway Phase II, LLC, amended the disclosure statement explaining its Chapter 11 plan to modify the treatment of claims. Under the Amended Plan, the Debtor disclosed that Michael Baldwin has a general unsecured claim of $73,182, instead of the $10,000 disclosed in the original Plan. The Debtor disputes this amount. General unsecured claims are impaired. The Debtor also disclosed that Capitol Indemnity Corporation has a secured claim in the amount of $1,115,454.90, instead of the $697,000 disclosed in the original Plan. The Debtor also disputes this amount. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb17-07478-48.pdf About West Speedway Phase II West Speedway Phase II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 17-07478) on June 29, 2017. Judge Scott H. Gan presides over the case. West Speedway Phase II is represented by Jeffrey M. Neff, Esq., at Neff & Boyer, P.C. West Speedway Phase II LLC, first sought Chapter 11 protection (Bankr. D. Ariz. Case No. 09-15664) on July 8, 2009, listing $1 million to $10 million in assets and $1 million to $10 million in liabilities. Eric Slocum Sparks, Esq., served as counsel in the 2009 case. West Speedway confirmed a Plan in the First Bankruptcy pursuant to an Amended Stipulated Order dated December 14, 2012. WESTERN HIPERBARIC: Unsecureds to Get 5.15% Over 12 Payments ------------------------------------------------------------ Javier Sosa Faria, Western Hiperbaric Services P.S.C., Hyperbarics and Wound Care Centers of Puerto Rico Corp., Outpatient Alternatives Corp., and Ponce Hyperbaric & Wound Care Center filed an amended disclosure statement explaining their consolidated plan providing that general unsecured creditors, with claims totaling $1,395,792, will receive a total repayment of 5.15% of their total amount to be paid in 12 equal semi-annual payments beginning December 1, 2018. Payment under the Plan will be obtained from the Consolidated Debtors' hyperbaric clinics, and Javier Sosa Faria additional income from additional services and participation in other medical joint ventures. The net proceeds from the sale of any vehicle, specifically 2000 Ferrari Maranello, will be used to pay lump of Treasury Department's priority claim. About Western Hiperbaric Services Western Hiperbaric Services P.S.C., Hyperbarics and Wound Care Centers of Puerto Rico Corp., Outpatient Alternatives Corp., and Ponce Hyperbaric & Wound Care Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04062 to 17-04065) on June 6, 2017. The petitions were signed by Javier Sosa Faria, president, who filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-03421) on May 16, 2017. The cases were substantially consolidated pursuant to an order entered on July 3, 2017. The Debtors employed Justiniano Law Offices as their bankruptcy counsel. At the time of the filing, the Debtors estimated their assets and liabilities of less than $1 million. WICKER EMPORIUM: Pursues Restructuring Under CCAA ------------------------------------------------- Wicker Emporium Limited obtained an order under the Companies' Creditors Arrangement Act ("CCAA") on April 18, 2018. Pursuant to the CCAA Order granted by the Supreme Court of Nova Scotia, MNP LTD was appointed as monitor of the company. According to court documents, the Company has a number of secured creditors, with its largest being Accord Financial Inc., which controls the Company's bank accounts in accordance with the terms of a factoring agreement between the Company and Accord Financial. Accord Financial is presently owed approximately $865,000. The company has debts in excess of $5 million. The Company said, due to changes in sales patterns in different locations, it has experienced a recent decrease in profitsfrom sales, particularly at "brick-and-mortar" stores located in more rural areas. As a result of this recent downturn, the company has experienced difficulty in paying its suppliers, many of which are furniture manufacturers based in Asia. The Company noted, through the CCAA process, it plans to close some of its "brick-and- mortar" stores and will continue operating the most profitable stores. To do so, the Company will need to disclaim the leases at certain locations and liquidate the inventory in those locations. This approach will save the company in rent, utilities,supply expenses and expenses related to employees, the Company added. D. Bruce Clarke represents the Company as its counsel. Mr. Clarke can be reached at: D. Bruce Clarke, Q.C. Burchells LLP 1801 Hollis St., Suite 1800 Halifax, Nova Scotia B3J 3N4 Tel: (902) 423-6361 Ext: 313 Fax: (902) 420-9326 Email: bclarke@burchells.ca For more information, contact the Company's monitor at: MNP Ltd. c/o Eric Findlay Licensed Insolvency Trustee 1801 Hollis St., Suite 1400 Halifax, NS B3J3N4 Tel: 902-407-3237 Fax: 902-701-3690 Email: Eric.Findlay@mnp.ca Wicker Emporium -- http://www.wickeremporium.ca/-- specializes in the import and sale of solid wood furniture and home decor accessories. WILLIAMS FINANCIAL: Court Denies Approval of Disclosure Statement ----------------------------------------------------------------- For reasons stated on the record at a hearing held on March 5, 2018, the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, denied approval of the disclosure statement explaining Williams Financial Group, Inc., et al.'s Chapter 11 joint plan of liquidation and directed the Debtors to file an amended disclosure statement. The Court, however, granted the Debtors' motion for substantive consolidation. Prior to the March 5 hearing, a group of creditors objected to the Disclosure Statement, complaining that the plan outline does not contain any information about the consolidated arbitration which the Court ordered the Debtors to address. The creditors have filed seven arbitration claims against Debtor WFG Investments, Inc., and these arbitrations are presently stayed as a result of the bankruptcy filing. The Debtors have stated that these claims represent about 20% of the total claims against the Debtors. The Debtor's Amended Plan cut the expected recovery of general unsecured creditors to the following: Class 3WFG 21-47% from 42-57% Class 3WFGI 22-69% from 42-57% Class 3WFGM 13-66% from 42-57% A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-33578-406.pdf The Arbitration Creditors are Lewis B. Abronski, Individually and as Trustee of the Third Amended and Restated Revocable Living Trust Agreement Dtd. 9/18/14, Sharon L. Agapos, Individually and as Trustee of the Agapos Living Trust, Gregory A. Ames, Darin R. Arnold, Donald C. Barnes, Judith B. Barnes, Anthony R. Beard, Jennifer W. Bender, Thomas W. Bender, III, Angela K. Beverly, Richard E. Beverly, Dolphus Broxton, Anthony J. Caminiti, Livingston M. Coate, Rebecca A. Coate, Michael S. Coleman, Robin R. Coleman, Randy Couture, Patrick V. Daily, Ebba Kerstin E. Dampier, Theodore E. Dampier, James B. Donaghey, II, Catherine L. Druhan, Joseph M. Druhan, Thomas L. Egbert, Heather A. Fadden, Thomas N. Fadden, Gary W. Garner, Susan H. Hamilton, Andrew J. Howard, Curtis W. Huffman, Lori Hutchinson, Anton H. Jensen, David Jensen, Lacie J. Jensen, John V. Jones, Jr., Keith Keppen, George S. Lee, Jr., Glenda J. Lee, William M. March, Brent W. McMillan, Natalie A. McMillan, Alan B. Melton, Kimberly W. Melton, Jere J. Miller, Laurie Miller, Michael Craig Miller, Raymond W. Miller, David G. Myrick, Martin B. Myrick, Terri W. Myrick, Ronald J. Ori, H. Cliff Pitman, Joan C. Pitman, Gregory L. Prescott, Susan N. Rosson, Timothy E. Rosson, Bertram L. Sanders, II, Gary H. Schack, Chris D. Stewart, Evie L. Stewart, James R. Stinebaugh, William E. Stitt, Gregory E. Strachan, William H. Stuart, Amy D. Stubler, Daniel K. Stubler, Philip L. Taber, Thomas S. Walters, Cyrrena Welch, Terry E. Welch, and Lundy P. Wilder. The Arbitration Creditors are represented by: Kalju Nekvasil, Esq. Stephen Krosschell, Esq. GOODMAN & NEKVASIL, P.A. 14020 Roosevelt Blvd., Suite 808 P.O. Box 17709 Clearwater, FL 33762 Telephone: (727) 524-8486 Facsimile: (727) 524-8786 Email: gnmain@gnfirm.com About Williams Financial Group Williams Financial Group, Inc. and its subsidiaries WFG Management Services Inc., WFG Investments Inc. and WFG Advisors LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017. At the time of the filing, Williams Financial Group estimated assets and liabilities of $1,000,001 to $10 million. Judge Harlin Dewayne Hale presides over the cases. David William Parham, Esq., at Akerman LLP, serves as the Debtors' Chapter 11 counsel. Sessions, Fishman, Nathan & Israel LLC serves as the Debtors' special counsel. Baker & McKenzie LLP is the special claims counsel. Richard F. Amsberry P.C. is the Debtors' accountant. WINDSTREAM CORP: Bank Debt Trades at 10.98% Off ----------------------------------------------- Participations in a syndicated loan under which Windstream Corp is a borrower traded in the secondary market at 89.02 cents-on-the-dollar during the week ended Friday, April 13, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.56 percentage points from the previous week. Windstream Corp pays 325 basis points above LIBOR to borrow under the $580 million facility. The bank loan matures on February 17, 2024. 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 13. WINDSTREAM HOLDINGS: S&P Cuts CCR to 'B-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Little Rock, Ark.-based Windstream Holdings Inc. (Windstream) to 'B-' from 'B'. The outlook is negative. S&P said, "At the same time, we lowered the rating on Windstream Services LLC's and Windstream Holding of the Midwest Inc.'s senior secured debt to 'B+' from 'BB-'. The recovery rating remains '1', which indicates our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. "In addition, we lowered the rating on Windstream Services' senior unsecured debt to 'CCC' from 'B-' and revised the recovery rating on this debt to '6' from '5'. The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 5%) recovery in the event of payment default. "The downgrade reflects our view of Windstream's weak long term business prospects due to ongoing secular industry pressures, which we expect will lead to deteriorating credit metrics over time. Despite our expectation for improved operating and financial performance over the next several quarters due to cost cuts and synergy realization, we believe this improvement is temporary and unlikely to reverse the underlying weak operating trends across Windstream's business segments. We expect Windstream's EBITDA margins to improve over the near term due to cost synergies from its acquisitions of EarthLink and Broadview (which are expected to be fully realized by year-end 2019) and other planned cost reduction initiatives. Still, in our view, sustaining margins over the long term will be challenging due to persistent declines in Windstream's top line revenue based on intense competition from incumbent cable providers and other telecom operators, particularly considering the company's largely fixed-cost operating structure. Additionally, Windstream's large annual fixed rent payment to Uniti reduces its operating flexibility, especially as revenues continue to decline. As a result of these factors, and our expectation of ongoing secular pressure, we are revising our assessment of Windstream's business risk to "Weak" from "Fair". "The negative outlook reflects ongoing secular industry pressure, along with the company's need to address its 2020 and 2021 maturities over the near term. Additionally, the negative outlook incorporates our view that Windstream's capital structure may not be sustainable long term. "We could lower the rating if continued broadband customer losses or stagnant sales of strategic enterprise services result in greater than expected top-line pressure and margin compression over the next 12 months. We believe these factors could hinder Windstream's ability to refinance or extend its near term maturities. We could also lower the rating if Windstream's financial commitments appeared unsustainable in the long term. "Although unlikely over the near term, we could revise the outlook to stable if Windstream is able to materially improve its top-line revenue trends. We believe this would enable the company to maintain steady cash flow long term. In addition, any outlook revision would require the company to successfully address its maturity profile, likely through a combination monetizing assets, utilizing secured debt capacity for refinancing, or extending its debt maturities, such that we viewed the company's refinancing risk to be low over the medium term." WOODBRIDGE GROUP: Ben-Cohen Buying Los Angeles Property for $2.65M ------------------------------------------------------------------ Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their California Residential Purchase Agreement and Joint Escrow Instructions, dated as of Jan. 26, 2018, with Pejman Ben-Cohen, in connection with the sale of Pemberley Investments, LLC's real property located at 2362 Apollo Drive, Los Angeles, California, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $2.65 million. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 3,240 square foot single family home situated on a 0.3 acre lot. The Seller purchased the Land in October 2014 for $1.66 million. The Debtors developed the Land by constructing the Improvements thereon. Having completed construction, they've have determined that selling the Property now on an "as is" basis best maximizes the value of the Property. The Purchaser made an initial offer for the Property on Jan. 26, 2018 in the amount of $2.5 million, and the Seller responded on Feb. 10, 2018 with a request that the Purchaser submit a best and final offer. On Feb. 12, 2018, the Purchaser made a best and final offer in the amount of $2.65 million. The Debtors believe that this purchase price provides significant value and, accordingly, countersigned the final Purchase Agreement on Feb. 13, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $2.65 million, with a $79,500 initial cash deposit, a $550,000 cash down payment, and the balance of $2,020,500 to be financed by a loan. The deposit is being held by Portfolio Escrow, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors worked with two brokers, Kyle Giese and Adam Rosenfeld, both of whom were affiliated with non-debtor brokerage companies under the control of Robert Shapiro. The Brokers represent both the Seller and the Purchaser in the Sale and obtained the signed written consent of both parties after appropriate written disclosures. The Broker Agreement provides for fees for the Brokers in the amount of $132,500 in the aggregate, which is 5% of the contractual sale price. No broker fees are payable in connection with the Sale other than the Broker Fee. In addition to the Broker Fee, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 2, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase and improvement of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask that filing of a copy of an order granting the relief sought in Los Angeles County may be relied upon by the First American Title Co. to issue title insurance policies on the Property. They ask authority to hold the Broker Fee in the amount set forth, which will not exceed an aggregate amount of 5% of gross sale proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_931_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Clough Buying Carbondale Property for $800K ------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of March 16, 2018, with Jeffery Clough, in connection with the sale of Pepperwood Investments, LLC's real property located at 158A Seeburg Circle, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $800,000. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline was April 24, 2018. The Property consists of an approximately 4,474 square foot duplex on a 2.57 acre lot. The Seller purchased the Property in September 2015 for $814,500. After first listing the Property following the purchase, the Debtors decided to develop the Property by constructing the Improvements thereon. In March 2016, after completion of the Improvements, the Debtors re-listed the Property for sale as a remodeled single family duplex. The Property has been formally listed on the multiple listings service for approximately 646 days. After two other potential buyers terminated their offers, the Purchaser made an offer that the Debtors believe is the highest and otherwise best offer for the Property. Accordingly, the Debtors determined that selling the Property on an "as is" basis to the Purchaser is the best way to maximize the value of the Property. The Purchaser made an offer for the Property on March 16, 2018 in the amount of $800,000. The Debtors believe that this purchase price provides significant value and, accordingly, countersigned the final Purchase Agreement on March 16, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $800,000, with a $15,000 initial cash deposit, a $145,000 cash down payment at closing, and the balance of $640,000 to be financed by a loan. The deposit is being held by Commonwealth Title Co. of Garfield County, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors worked with The Property Shop, Inc., a non-affiliated third-party brokerage company, as the Seller's agent. The Broker Agreement provides for fees for the Seller's broker in the amount of 6% of the contractual sale price, and authorizes the Seller's broker to compensate cooperating brokers by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to such cooperating brokers. The Purchaser Agreement is signed by Jennifer VanDyke, of The Property Shop, Inc., as the Seller's agent and Laura Gee, of Aspen Snowmass Sotheby's International Realty, as the transaction broker. No broker fees are payable in connection with the Sale other than the Broker Fees. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 6% of gross sale proceeds by (i) paying the Seller's Broker Fee in an amount not to exceed 3% of the gross sale proceeds out of such proceeds and (ii) paying the Cooperating Broker Fee in an amount not to exceed 3% of the sale proceeds out of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_937_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: DSTN Buying Carbondale Property for $165K ----------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of March 3, 2018, with DSTN Ventures, LLC, in connection with the sale of Steele Hill Investments, LLC's real property located at 171 Sopris Mesa Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $165,000. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 0.28 acre vacant lot. The Seller purchased the Land in August 2015 for $125,000 and immediately listed it for resale. The Debtors have determined that there would be no benefit to constructing a new home on the Land given the existing inventory in the River Valley Ranch community in which the Property is situated. Accordingly, they've determined that selling the Property now as vacant lot on an "as is" basis best maximizes the value of the Property. The Purchaser made an all cash offer that the Debtors believe is the highest and otherwise best offer for the Property. Indeed, notwithstanding the very lengthy listing period, the Purchaser's offer is the only offer the Debtors have received for the Property to date. The Purchaser made an initial offer for the Property on March 3, 2018 in the amount of $165,000, and the Seller responded on March 7, 2018 with a counteroffer with respect to certain non-price terms, which the Purchaser accepted. The Debtors believe that this purchase price provides significant value and, accordingly, countersigned the final Purchase Agreement on April 4, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $165,000, with a $10,000 initial cash deposit, and the balance of $155,000 to be paid in cash at closing. The deposit is being held by Commonwealth Title Co. of Garfield County, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors worked with The Property Shop, Inc., a non-affiliated third-party brokerage company, as the Seller's agent. The Broker Agreement provides for fees for the Seller's broker in the amount of 6% of the contractual sale price, and authorizes the Seller's broker to compensate cooperating brokers by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to such cooperating brokers. The Purchaser Agreement is signed by Jennifer VanDyke, of The Property Shop, Inc., as the Seller's agent and Starla J. Haynes, of Coldwell Banker Mason Morse Real Estate, as the Purchaser's agent. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask authority to pay the Broker Fees in the amounts set forth, which will not exceed an aggregate amount of 6% of gross sale proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_939_Sales.pdf The Purchaser: DSTN VENTURES, LLC E-mail: dshepard@guildmortgage.net The Seller is represented by: Chad Lee, Esq. Britt Choate, Esq. BALCOMB & GREEN P.O. Drawer 790 Glenwood Springs , CO 81601 E-mail: clee@balcombgreen.com brittc@balcombgreen.com About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. WOODBRIDGE GROUP: Limachers Buying Carbondale Property for $285K ---------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of March 13, 2018, with Robert James Limacher and Crispen Smith Limacher, in connection with the sale of Sachs Bridge Investments, LLC's real property located at 432 Crystal Canyon Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the Real Property as of the date of the closing of the sale, for $285,000. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 0.29 acre vacant lot. The Seller purchased the Land in July 2016 as part of a bulk purchase of lots in the River Valley Ranch community in Carbondale, Colorado with the intention of holding the various lots for future sale as vacant lots or for future possible development. Ultimately, the Debtors determined that there would be no benefit to constructing a new home on the Land given the existing inventory in the River Valley Ranch community. Accordingly, they've determined that selling the Property now on an "as is" basis best maximizes the value of the Property. On Oct. 27, 2017, the Purchasers made a $270,000 offer on the Property. On Oct. 30, 2017, the Seller responded with a counteroffer in the amount of $290,000, which the Purchaser accepted. The closing of the transaction, which was scheduled to occur on Dec. 21, 2017, was unable to proceed at that time, however, because the Seller was subject to the Asset Freeze. Accordingly, on March 13, 2018, the Purchasers renewed its offer and signed the Purchase Agreement with an all cash offer of $285,000. The Debtors believe that this purchase price provides significant value and, accordingly, the Seller countersigned the final Purchase Agreement on March 16, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $285,000, with a $5,000 initial cash deposit5 and the balance of $280,000 to be paid in cash as a single down payment, with no financing contingencies. The deposit is being held by Commonwealth Title Co. of Garfield County, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors and the Purchasers each worked with a different agent from Aspen Snowmass Sotheby's International Realty, a non-affiliated third-party brokerage company. The Broker Agreement provides the Seller's broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 6% of the contractual sale price and authorizes the Seller's broker to compensate a cooperating Purchasers' broker by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to the Purchasers' broker. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller's agent and Stephanie Lewis of Sotheby's as the transaction broker. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 6% of gross sale proceeds by (i) paying the Purchasers' Broker Fee in an amount not to exceed 3% of the gross sale proceeds out of such proceeds and (ii) paying the Seller's Broker Fee in an amount not to exceed 3% of the sale proceeds out of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_933_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: McPherron Buying Carbondale Property for $799K ---------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of March 8, 2018, with Melissa McPherron, in connection with the sale of Massabesic Investments, LLC's real property located at 238 Sundance Trail, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $799,000. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 2,502 square foot home on a 0.55 acre lot. The Seller purchased the Property in October 2015 for $765,000. The Debtors have determined that development of the Property would not be cost effective and would be unduly time consuming. Accordingly, they've determined that selling the Property now on an "as is" basis best maximizes the value of the Property. The Property has been formally listed on the multiple listings service for approximately 269 days. Of the three offers received for the Property to date, the Debtors believe the Purchaser's full-price, all cash offer is the highest and otherwise best offer for the Property. The Purchaser made a full price, all cash offer for the Property on March 8, 2018 in the amount of $799,000. The Debtors believe that this purchase price provides significant value and, accordingly, countersigned the final Purchase Agreement on March 15, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $799,000, with a $10,000 initial cash deposit, and the balance of $789,000 to be paid in cash at closing. The deposit is being held by Commonwealth Title Co. of Garfield County, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors worked with The Property Shop, Inc., a non-affiliated third-party brokerage company, as the Seller's agent. The Broker Agreement provides for fees for the Seller's broker in the amount of 6% of the contractual sale price, and authorizes the Seller's broker to compensate cooperating brokers by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to such cooperating brokers. The Purchaser Agreement is signed by Kathy Westley and Jennifer VanDyke, both of The Property Shop, as transaction brokers in connection with the Sale. No broker fees are payable in connection with the Sale other than the Broker Fee. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask authority to pay the Broker Fees in the amounts set forth, which will not exceed an aggregate amount of 6% of gross sale proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_941_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. Pachulski Stang Ziehl & Jones is counsel to the official committee of unsecured creditors, and FTI Consulting, Inc., serves as its financial advisor. WOODBRIDGE GROUP: Proposes $200K Sale of Carbondale Property ------------------------------------------------------------ Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of March 5, 2018, with Ryan McGovern and Mary Nickerson, in connection with the sale of Sachs Bridge Investments, LLC's real property located at 883 Perry Ridge Road, Carbondale, Colorado, together with the Seller's right, title and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $200,000. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 0.31 acre vacant lot. The Seller purchased the Land in July 2016 as part of a bulk purchase of lots in the River Valley Ranch community in Carbondale, Colorado with the intention of holding the various lots for future sale as vacant lots or for future possible development. Ultimately, the Debtors determined that there would be no benefit to constructing a new home on the Land given the existing inventory in the River Valley Ranch community. Accordingly, the Debtors have determined that selling the Property now on an "as is" basis best maximizes the value of the Property. On Nov. 29, 2017, the Purchasers made a $200,000 offer on the Property, which the Seller accepted on Dec. 5, 2017. The closing of the transaction, which was scheduled to occur on Dec. 28, 2017, was unable to proceed at that time, however, because the Seller was subject to the Asset Freeze. Accordingly, on March 5, 2018, the Purchasers renewed its offer and signed the Purchase Agreement with an all cash offer of $200,000. The Debtors believe that this purchase price provides significant value and, accordingly, the Seller countersigned the final Purchase Agreement on March 5, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $200,000, with a $10,000 initial cash deposit and the balance of $190,000 to be paid in cash as a single down payment, with no financing contingencies. The deposit is being held by Title Company of the Rockies as escrow agent. In connection with the Sale of the Property, the Debtors and the Purchasers each worked with a different agent from Aspen Snowmass Sotheby's International Realty, a non-affiliated third-party brokerage company. The Broker Agreement provides the Seller's broker with the exclusive and irrevocable right to market the Property for a fee in the amount of 6% of the contractual sale price and authorizes the Seller's broker to compensate a cooperating Purchasers' broker by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to the Purchasers' broker. The Purchase Agreement is signed by Laura Gee of Sotheby's as the Seller's agent and Stephanie Lewis of Sotheby's as the transaction broker. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 6% of gross sale proceeds by (i) paying the Purchasers' Broker Fee in an amount not to exceed 3% of the gross sale proceeds out of such proceeds and (ii) paying the Seller's Broker Fee in an amount not to exceed 3% of the sale proceeds out of such proceeds. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_935_Sales.pdf The Seller can be reached at: SACHS BRIDGE INVESTMENTS, LLC Rick Salvato, Vice President 14225 Ventura Boulevard, Suite 100 Sherman Oaks, CA 91423 E-mail: Rjsalv@aol.com About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Tavangarian Buying Los Angeles Property for $8.5M ------------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of Silver Maple Investments, LLC's real property located at 810 Sarbonne Road, Los Angeles, California, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, to Ardie Tavangarian for $8.5 million. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline is April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 3,290 square foot home on a 0.55 acre lot. The Seller purchased the Property in April 2016 for $6.5 million with the intention of developing the Property as a single family home. As of the filing of the Chapter 11 Cases, demolition of the existing Improvements had not yet commenced, and the Debtors have determined that development of the Property would not be cost effective and would be unduly time consuming. Accordingly, the Debtors have determined that selling the Property now on an "as is" basis best maximizes the value of the Property. The Property has been formally listed on the multiple listings service for approximately 209 days. After multiple rounds of negotiation, the Purchaser made an all cash offer that the Debtors believe is the highest and otherwise best offer for the Property. The Purchaser made an initial offer for the Property on Jan. 23, 2018 in the amount of $8 milllion, and the Seller responded on Feb. 12, 2018 with a counteroffer in the amount of $8.75 million. On Feb. 21, 2018, the Purchaser made a second offer in the amount of $8.5 million. On March 3, 2018, the Seller responded with a second counteroffer with respect to certain non-price terms of the Sale, which the Purchaser accepted on March 8, 2018. The Debtors believe that this purchase price provides significant value and, accordingly, countersigned the final Purchase Agreement on March 8, 2018. Under the Purchase Agreement, the Purchaser agreed to purchase the Property for $8.5 million, with a $255,000 initial cash deposit, and the balance of $8,245,000 to be paid in cash at closing. The deposit is being held by A&A Escrow Services, Inc. as escrow agent. In connection with the Sale of the Property, the Debtors and the Purchaser each worked with different agents from Hilton & Hyland, a non-affiliated third-party brokerage company, and the Purchaser also worked with an additional broker, Tania Tavangarian. The Broker Agreement provides for fees for the Seller's broker in the amount 4% of the contractual sale price, and authorizes the Seller's broker to compensate cooperating brokers by contributing a share of the Seller's Broker Fee in the amount of 2% of the purchase price to such cooperating brokers. The Purchaser Agreement is signed by Tyrone McKillen, of Hilton & Hyland, as the Seller's agent and Judy Feder and Jeff Hyland, of Hilton & Hyland, and Tania Tavangarian as the Purchaser's three agents. In addition to the Broker Fee, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchaser may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3, LLC and Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Funds in connection with the purchase of the Property. The Funds have consented to the Sale of the Property free and clear of the Fund Liens. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchaser and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_929_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: Woodruffs Buying Snowmass Property for $9.6M -------------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their Contract to Buy and Sell Real Estate, dated as of Feb. 13, 2018, with John P. Woodruff and Samantha G. Woodruff, in connection with the sale of Clover Basin Investments, LLC's real property located at 1061 Two Creeks Drive, Snowmass Village, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $9.55 million. A hearing on the Motion is set for May 1, 2018 at 11:00 a.m. (ET). The objection deadline was April 24, 2018 at 4:00 p.m. (ET). The Property consists of an approximately 6,300 square foot single family home situated on a 1.17 acre lot. The Seller purchased the Land in December 2014 as a vacant lot. After first listing the Land in January 2015 as a vacant lot for sale with construction plans, the Debtors decided to develop the Land by constructing the Improvements thereon. In December 2016, prior to completion of the Improvements, the Debtors re-listed the Property as a single family home. Construction of the Improvements was completed in late 2017. Accordingly, the Debtors have determined that selling the Property now on an "as is" basis best maximizes the value of the Property. The Purchasers' all cash offer under the Purchase Agreement is the highest and otherwise best offer the Debtors have received. On Feb. 13, 2018, the Purchasers signed the Purchase Agreement with an all cash offer of $9.55 million. The Debtors believe that this purchase price provides significant value and, accordingly, the Seller countersigned the final Purchase Agreement on Feb. 13, 2018. Under the Purchase Agreement, the Purchasers agreed to purchase the Property for $9.55 million, with a $500,000 initial cash deposit and the balance of $9.05 million to be paid in cash as a single down payment at closing, with no financing contingencies. The deposit is being held by Land Title Guarantee Co. as escrow agent. In connection with the Sale of the Property, the Debtors worked with The Property Shop, Inc., a non-affiliated third-party brokerage company, as the Seller's agent. The Broker Agreement provides for fees for the Seller's broker in the amount of 6% of the contractual sale price, and authorizes the Seller's broker to compensate cooperating brokers by contributing a share of the Seller's Broker Fee in the amount of 3% of the purchase price to such cooperating brokers. The Purchase Agreement is signed by Sotheby's as the Seller's agent and Douglas Elliman Real Estate as the Purchasers' agent. In addition to the Broker Fees, the Seller must also satisfy certain required costs associated with the sale and transfer of title of the Property to comply with the Purchase Agreement. The Other Closing Costs include, but are not limited to, recording fees, title insurance policy costs, prorated property taxes, city and county transfer taxes, and other items noted on the title report for the Property. The Debtors also rely on outside vendors for escrow and title services in connection with property sales. In general, vendors are mutually agreed on by the applicable Debtors and a purchaser prior to the acceptance of an offer. Absent authority to pay Other Closing Costs, the Seller will be unable to close the Sale and receive Sale proceeds. If the Seller is unable to make these payments, the Purchasers may be entitled to rescind the Purchase Agreement or assert other remedies that could lead to additional and unnecessary claims. Accordingly, the Debtors ask the ability to pay Other Closing Costs in connection with the sale proceeds. All proceeds of the Sale (net of the Broker Fees and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Property is subject to certain liens for the benefit of Woodbridge Mortgage Investment Fund 3A, LLC, which secure indebtedness of the Seller to the Fund in connection with the purchase of the Property. The Fund has consented to the Sale of the Property free and clear of the Fund Liens. The Debtors further ask authority to pay the Broker Fees in an amount not to exceed an aggregate amount of 6% of gross Sale proceeds by (i) paying the Purchasers' Broker Fee in an amount not to exceed 3% of the gross Sale proceeds out of such proceeds and (ii) paying the Seller's Broker Fee in an amount not to exceed 3% of the sale proceeds out of such proceed. Any delay in permitting the Debtors to close the Sale could jeopardize the Sale with the Purchasers and therefore would be detrimental to the Debtors, their creditors, and their estates. Accordingly, and to successfully implement the foregoing, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the 14-day stay of any order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h). A copy of the Agreements attached to the Motion is available for free at: http://bankrupt.com/misc/Woodbridge_Group_943_Sales.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WV-BROCKTON SNF: May Use Cash Collateral on Interim Basis --------------------------------------------------------- The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts has entered a second interim order authorizing WV-Brockton SNF, LLC's use of cash collateral. Congressional Bank and Mercury SNF, LLC may have liens against certain of Brockton's personal property, including certain cash and accounts receivable. On March 28, 2018, the Court entered the First Interim Cash Collateral Order authorizing Brockton's use of cash collateral. The terms and conditions of the First Interim Cash Collateral Order remain in full force and effect, but the last sentence of Paragraph 3 thereof has been stricken. As further adequate protection and in addition to the adequate protection provided for in the First Interim Cash Collateral Order, to the extent Congressional Bank has a claim on account of the diminution in value of any of its cash collateral, Congressional Bank will be allowed an administrative against Brockton, having priority accorded under Section 507(b) of the Bankruptcy Code and senior to any other administrative expense claim of any kind or nature. Cash Collateral Milestones: (a) On or before April 12, 2018, the Debtors will provide a draft of an alternative agreed upon budget to Congressional Bank and Mercury SNF. (b) On or before April 18, 2018, the Debtors will provide Congressional Bank and Mercury SNF an agreed upon plan to implement that alternative budget. (c) Each week, the Debtors will provide Congressional Bank and Mercury SNF the type of information typically contained in a Borrowing Certificate issued under Congressional Bank's prepetition agreement with the Debtors. (d) The Debtors will deliver daily occupancy reports to Congressional Bank and Mercury SNF. (e) The Debtors will continue to comply with any notice requirements under the Congressional Loan Documents. (f) On or before April 11, 2018, the Debtors and Mercury SNF will deliver to Congressional Bank a draft management services agreement or similar agreement with respect to a potential transfer of operations to a third-party ("Transition Agreement"). (g) On or before April 19, 2018, the Debtors and Mercury SNF will deliver to Congressional Bank an agreed upon Transition Agreement and plan to effectuate such Transition Agreement and an agreed upon settlement of all issues between the Debtors and Mercury SNF. (h) On or before April 16, 2018, the Debtors and Mercury SNF will provide a draft proposal to Congressional Bank detailing a resolution of its claims and satisfaction thereof ("Congressional Proposal"). (i) On or before noon on April 18, 2018, the Debtors and Mercury SNF will provide a final Congressional Proposal. (j) No rents or professional fees will be paid prior to April 23, 2018 even if provided for under the Budget. Mercury SNF, for its part, reserves its rights to seek full payment of all obligations that accrue under the Lease as well as for use and occupancy of the Facility for the budget period and the Debtors reserve all rights and defenses to such claims. (k) Any management fees paid by Brockton to Wachusett will not exceed the lesser of: (i) 5% of Brockton's revenue and (ii) 20% of Wachusett's actual, out-of-pocket cost in providing management services to the Debtors. Mercury SNF reserves its right to seek to recover all payments to Wachusett that are inconsistent with the subordination agreement and its lease and the Debtors reserve all rights and defenses to such claims. Counsel to the Debtors, Mercury SNF and Congressional Bank are required to meet and confer daily to discuss progress on the milestones set forth above. A full-text copy of the Order is available at http://bankrupt.com/misc/mab18-11053-132.pdf About Wachusett Ventures 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 Nixon Peabody LLP as their legal counsel, and Donlin, Recano & Company, Inc., as their claims and noticing agent. The U.S. Trustee for Region 1 on April 6, 2018, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Wachusett Ventures, LLC, and its affiliates. The committee members are: (1) Patrick J. Orr; (2) Honor S. Heath; (3) Steve Gryncewicz PharMerica; (4) Liz Almeida-Sanborn; and (5) New England Health Care Employee's Union. XPERTES LLC: Taps Flangas Dalacas as Special Counsel ---------------------------------------------------- Xpertes, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Flangas Dalacas Law Group as special counsel. The firm will advise the Debtor regarding general corporate and transactional matters. It will also help the Debtor draft agreements for the sale of its assets. The firm will charge these hourly rates: Gus Flangas Attorney $400 Dimitri Dalacas Attorney $295 Jessica Peterson Attorney $275 Flangas holds a retainer in the sum of $8,000. Flangas and its attorneys do not hold or represent any interests adverse to the Debtor's estate, according to court filings. The firm can be reached through: Dimitri P. Dalacas, Esq. Flangas Dalacas Law Group 3275 South Jones Blvd., Suite 105 Las Vegas, NV 89146 Phone: (702) 307-9500 Fax: (702) 382-9452 About Xpertes LLC Las Vegas-based Xpertes, LLC -- http://www.xpertexpo.com/-- is a privately-owned and operated exposition company specializing in trade shows, corporate events, and exhibit installation and dismantling. The company, which conducts business under the name Xpert Exposition Services, was founded in 2009. Xpertes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-11824) on April 2, 2018. In the petition signed by Ralph T. Neely, chief operating officer, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Laurel E. Davis presides over the case. XPERTES LLC: Taps Larson Zirzow as Legal Counsel ------------------------------------------------ Xpertes, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Larson Zirzow & Kaplan, LLC, as its legal counsel. The firm will advise the Debtor regarding any potential sale of its assets; assist the Debtor in connection with any proposed plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's paraprofessionals and shareholders charge $220 per hour and $500 per hour. Larson received a retainer in the sum of $50,000 prior to the petition date. Larson and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Zachariah Larson, Esq. Matthew C. Zirzow, Esq. Larson Zirzow & Kaplan, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: zlarson@lzklegal.com E-mail: mzirzow@lzklegal.com About Xpertes LLC Las Vegas-based Xpertes, LLC -- http://www.xpertexpo.com/-- is a privately-owned and operated exposition company specializing in trade shows, corporate events, and exhibit installation and dismantling. The company, which conducts business under the name Xpert Exposition Services, was founded in 2009. Xpertes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-11824) on April 2, 2018. In the petition signed by Ralph T. Neely, chief operating officer, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Laurel E. Davis presides over the case. YELLOW CAB COOP: Recovery of Unsecured Creditors Unknown Under Plan ------------------------------------------------------------------- Randy Sugarman, the duly-elected and acting Chapter 11 trustee for Yellow Cab Cooperative, Inc., and the Official Committee of Unsecured Creditors jointly filed a Plan of Reorganization and accompanying Disclosure Statement following the sale of all of the Debtor's assets in 2017. Since the conclusion of the sale, the Trustee has devoted much of his efforts to claims reconciliation. Taken at face value, the original filed claims in the case exceeded $43 million, with personal injury claims representing in excess of $37 million. With the assistance of counsel, the Trustee has negotiated settlements and/or accepted liquidated personal injury claims (jury awards and/or signed settlements) totaling approximately $17.3 million. Additionally, certain workers' compensation pre-petition claims should approximate between $2 million and $3 million. Including other claims not categorized herein, the Plan Proponents believe that the total general unsecured claims pool will total approximately $22 million. Each holder of an Allowed Class 2 General Unsecured Claim will receive Pro Rata distributions from Available Cash in the Plan Distribution Account up to the full amount their Allowed Claims with interest at the Legal Rate. No distribution will be made to any Tort Claimant unless and until the Tort Claimant delivers to the Liquidating Trustee a file-stamped and fully-dispositive Tort Claimant Dismissal. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb16-30063-732.pdf About Yellow Cab Cooperative Yellow Cab Cooperative, Inc. provides taxicab Transportation services in the San Francisco, California area. In San Francisco, taxicab "color schemes" are licensed by the County of San Francisco to provide services to taxi medallion owners, which color schemes and medallion holders operate in a highly regulated environment. Yellow Cab is a non-profit cooperative service company that provides an operating base for approximately 400 San Francisco taxi medallions (or permits), operating on a cooperative basis. Yellow Cab supports approximately 1,000 medallion owners and lessee drivers in their individual taxi operations, and separately employs approximately 60 persons to provide those support services. Yellow Cab currently supports approximately one-third of the total medallions operating in San Francisco. Yellow Cab Cooperative filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-30063) on Jan. 22, 2016. In the petition signed by Pamela Martinez, president, the Debtor estimated assets of $1 million to $10 million, and debts of $10 million to $50 million. The case is assigned to Judge Dennis Montali. The Debtor has tapped Farella Braun and Martel LLP as its legal counsel. The U.S. Trustee for Region 17 has appointed five creditors of Yellow Cab Cooperative, Inc., to serve on the official committee of unsecured creditors. The Committee is represented by John D. Fiero, Esq., and Jason H. Rosell, Esq., at Pachulski Stang Ziehl & Jones LLP, in San Francisco, California. Randy Sugarman has been appointed the Chapter 11 Trustee for Yellow Cab Cooperatives' bankruptcy estate. [*] S&P Affirms Issuer Credit Ratings on Three Puerto Rican Banks ----------------------------------------------------------------- On April 26, 2018, S&P Global Ratings affirmed its ratings on FirstBank Puerto Rico, OFG Bancorp, and Popular Inc. At the same time, S&P revised its outlook on FirstBank Puerto Rico to stable from negative and maintained its negative outlooks on OFG Bancorp and Popular Inc. RATIONALE S&P said, "The rating affirmations primarily reflect our view that all three Puerto Rican banks' operations have recovered in the aftermath of Hurricane Maria and they are maintaining financial performance that is consistent with our expectations and our current ratings on the companies. Our affirmations also consider that the three banks have substantially reduced their loan exposures to the Puerto Rican central government and its municipalities, built capital balances, and reduced troubled loans in recent years. "Nonetheless, we think Puerto Rico still faces substantial infrastructure, economic, and fiscal challenges. As of today, the vast majority of the island has had power restored--a big improvement since last October -- but power outages have been common, and at times widespread, in recent months. While rebuilding continues, we expect that a full recovery could take much longer, given delays in receiving insurance payments, federal spending trends, and uncertainty regarding a fiscal plan for the Commonwealth. In our view, considerable uncertainty persists regarding the direction of the local economy given disruptions in small-business operations, elevated outmigration, and weakness in the tourism and manufacturing sectors, although insurance proceeds, federal grants, and loans should partially offset some of the economic weakness. Longer term, it is unclear if outmigration will reverse as the local economy recovers and if companies will decide to move production given infrastructure issues, tax differentials, and fiscal austerity. "Given the challenges in the operating environment, we expect the banks could incur higher loan losses in the future. Moreover, we think the 90-day moratoriums on loans to consumer and commercial borrowers based on regulatory guidance have likely resulted in temporary cash build among borrowers and have partially distorted credit-quality metrics by potentially delaying the recognition and disclosure of nonperforming loans." FIRSTBANK PUERTO RICO S&P said, "Our ratings affirmation of FirstBank Puerto Rico and outlook revision to stable from negative mainly reflects our view that the bank's high capital levels provide it with sufficient room to absorb large loan losses under a stress scenario, as well as our view that our relatively low rating on the bank already fully reflects the challenges that we expect. In particular, we believe residential delinquencies and foreclosures could increase materially as the full impact of the weakness becomes visible over the next few quarters. Nevertheless, we forecast the bank's S&P Global Ratings risk-adjusted capital (RAC) ratio to remain strong, toward the high end of the 10% to 15% range, over the next two years. "Other factors incorporated in our affirmation of the rating at a lower level than peers include the bank's high dependence on interest income (fee income contributes only 11% of total revenue), high reliance on the local economy for revenue generation (82% of revenues were generated on the island in 2017), a declining deposit market share, meaningful exposure to the U.S. and British Virgin Islands (6% of loans and where the destruction from hurricane was even more acute than Puerto Rico), higher-than-peer concentration in real estate-based lending in the island, and the bank's high exposure to commercial real estate projects. The ratings also reflect FirstBank's higher nonperforming asset (NPA) levels relative to bank peers, which were 13% (including restructured loans) as of Dec. 31, 2017. Additionally, funding remains weaker than peers, but, positively, the bank's reliance on brokered deposits has declined materially in recent years. The negative adjustment notch reflects our view that the bank faces incremental vulnerability relative to peers from its weaker credit and profitability metrics, greater direct and indirect exposures to the Puerto Rican government relative to peers, and outsize loan exposures to residential real estate. "We could raise our ratings over the next 12 months if credit losses were to materialize at rates well below our current expectations, thereby failing to impair capitalization as much as we expect, and if deposits remain largely stable, driving the bank's operating and loss performance to fall more in line with its higher-rated Puerto Rican bank peers. We see a limited potential for a downgrade over the next 12 months." OFG BANCORP The outlook on OFG Bancorp is negative, reflecting the potential for additional weakening in the bank's credit performance and profitability in the near term. S&P said, "We could lower our ratings over the next 12 months if the company's loan performance deteriorates substantially as the moratoriums phase out, or if its funding and liquidity measures worsen. Conversely, we may revise the outlook to stable in the next 12 months if credit pressures abate and deposit balances remain stable." S&P said, "Our affirmation of the ratings considers the sizable capital cushion that OFG has built since 2011, the considerable improvement in NPAs in the past couple of years, and the reduction in the bank's direct and indirect government exposures. We expect the bank's S&P Global Ratings RAC ratio to remain strong, in the 10% to 15% range, over the next two years. "We believe the bank lacks geographic diversification, has limited scale in the local market, and continues to face significant competition from larger banks across key businesses. We view OFG's exposure to residential mortgages as a potential source of credit deterioration. Additionally, we are cautious about OFG's large concentration in auto lending and its intention to grow its loan portfolio by participating in syndicated commercial loans outside of its core market. "We also favorably view the meaningful improvement in the bank's funding metrics in recent years, mainly reflecting substantially lower wholesale funding. Nevertheless, since deposit growth has likely benefited from the inflow of insurance funds and higher customer savings as a result of the loan moratoriums, we will continue to closely monitor the bank's resiliency of deposits." POPULAR INC. The outlook on Popular Inc. is negative, reflecting the potential that the bank's loan performance could deteriorate more than we previously anticipated following Hurricane Maria. S&P said, "We also view negatively the expected decline in capital ratios and cash balances, especially in light of difficult economic challenges, resulting from the announced acquisition of certain assets and liabilities related to Wells Fargo & Co.'s auto finance business in Puerto Rico. As such, we could lower the rating in the next 12 months if loan performance or the local economy deteriorates more than we currently expect. We could also lower the rating if capital ratios decline more than we expect, perhaps because of increased capital returns to common shareholders, acquisitions, or additional purchases of loan portfolios. Conversely, we could revise the outlook to stable in the next 12 months if nonperforming loans decline and if capital ratios rebound significantly." S&P said, "Nevertheless, despite significant challenges, we think Popular is better positioned than other banks in Puerto Rico to weather the local economic downturn and fiscal austerity for several reasons. First, Popular has the lowest NPA ratios among its local peers, aided, we think, by its exposures to many of the larger commercial borrowers on the island. Second, Popular has significant loan portfolios outside of Puerto Rico, which helps diversify its revenues geographically to some degree. Third, the company's funding has improved substantially in recent years, in part because of deposit growth and reduced wholesale borrowings, although we believe that deposit trends could be--at least partially--temporarily supported by insurance monies and payment moratoriums. Finally, the bank has been consistently profitable in recent years, excluding various nonrecurring items, and has increased its local market share aided by the Doral Bank transaction." RATINGS LIST Rating Affirmed; Outlook Revised To From FirstBank Puerto Rico Issuer Credit Rating B+/Stable/-- B+/Negative/-- Ratings Affirmed OFG Bancorp (Bank Holding Company) Issuer Credit Rating B/Negative/-- Oriental Bank Issuer Credit Rating BB-/Negative/-- Popular Inc. (Bank Holding Company) Issuer Credit Rating BB-/Negative/B Banco Popular de Puerto Rico Issuer Credit Rating BB+/Negative/B Popular North America Inc. Issuer Credit Rating BB-/Negative/B Popular International Bank Inc. Issuer Credit Rating BB-/Negative/-- [^] BOND PRICING: For the Week from April 23 to 27, 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 2.395 6/1/2020 Appvion Inc APPPAP 9.000 2.395 6/1/2020 Avaya Inc AVYA 10.500 4.301 3/1/2021 Avaya Inc AVYA 10.500 4.301 3/1/2021 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 60.000 9/15/2018 BI-LO LLC / BI-LO Finance Corp BILOLF 8.625 59.250 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 15.000 6/15/2021 Cenveo Corp CVO 6.000 42.500 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 48.000 8/1/2019 Cenveo Corp CVO 8.500 10.500 9/15/2022 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Claire's Stores Inc CLE 9.000 59.500 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 6.125 57.092 3/15/2020 Claire's Stores Inc CLE 9.000 58.250 3/15/2019 Claire's Stores Inc CLE 7.750 12.501 6/1/2020 Claire's Stores Inc CLE 9.000 68.750 3/15/2019 Claire's Stores Inc CLE 7.750 12.501 6/1/2020 Claire's Stores Inc CLE 6.125 57.000 3/15/2020 Community Choice Financial Inc CCFI 10.750 68.267 5/1/2019 Creditcorp CRECOR 12.000 93.750 7/15/2018 Creditcorp CRECOR 12.000 93.281 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 18.000 5/1/2019 DBP Holding Corp DBPHLD 7.750 50.646 10/15/2020 DBP Holding Corp DBPHLD 7.750 50.646 10/15/2020 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 45.750 4/15/2019 EXCO Resources Inc XCOO 8.500 15.000 4/15/2022 Egalet Corp EGLT 5.500 37.000 4/1/2020 Emergent Capital Inc EMGC 8.500 65.333 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 37.376 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 37.376 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 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 81.750 10/15/2018 GenOn Energy Inc GENONE 9.500 81.186 10/15/2018 GenOn Energy Inc GENONE 9.500 81.186 10/15/2018 Gibson Brands Inc GIBSON 8.875 78.087 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.015 8/1/2018 Gibson Brands Inc GIBSON 8.875 79.020 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 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 2.070 3.326 6/15/2009 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 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 1.623 10/31/2017 MF Global Holdings Ltd MF 3.375 30.250 8/1/2018 MModal Inc MODL 10.750 6.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.126 10/1/2020 Murray Energy Corp MURREN 11.250 44.169 4/15/2021 Murray Energy Corp MURREN 9.500 33.500 12/5/2020 Murray Energy Corp MURREN 11.250 44.057 4/15/2021 Murray Energy Corp MURREN 9.500 43.533 12/5/2020 Nine West Holdings Inc JNY 8.250 13.250 3/15/2019 Nine West Holdings Inc JNY 6.875 14.250 3/15/2019 Nine West Holdings Inc JNY 8.250 13.500 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 5.203 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 4.875 12/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 14.472 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 55.000 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 55.000 8/15/2019 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Real Alloy Holding Inc RELYQ 10.000 68.778 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 68.778 1/15/2019 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.000 26.443 10/1/2020 Rex Energy Corp REXX 8.875 23.111 12/1/2020 Rex Energy Corp REXX 6.250 29.783 8/1/2022 Rex Energy Corp REXX 8.000 26.140 10/1/2020 SAExploration Holdings Inc SAEX 10.000 53.375 7/15/2019 SandRidge Energy Inc SD 7.500 1.170 2/15/2023 Sears Holdings Corp SHLD 6.625 86.322 10/15/2018 Sears Holdings Corp SHLD 8.000 49.953 12/15/2019 Sears Holdings Corp SHLD 6.625 85.563 10/15/2018 Sears Holdings Corp SHLD 6.625 85.563 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 11.657 11/15/2024 Sempra Texas Holdings Corp TXU 6.550 11.608 11/15/2034 Sempra Texas Holdings Corp TXU 5.550 12.196 11/15/2014 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.375 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.750 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 88.378 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 0.739 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 26.500 8/15/2021 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLB 8.750 33.511 1/1/2022 Westmoreland Coal Co WLB 8.750 33.751 1/1/2022 iHeartCommunications Inc IHRT 14.000 13.750 2/1/2021 iHeartCommunications Inc IHRT 7.250 24.000 10/15/2027 iHeartCommunications Inc IHRT 14.000 13.111 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.111 2/1/2021 rue21 inc RUE 9.000 0.221 10/15/2021 rue21 inc RUE 9.000 0.221 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. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. 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