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/raid1/www/Hosts/bankrupt/TCR_Public/180507.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, May 7, 2018, Vol. 22, No. 126 Headlines 17/21 GROUP: Hires Ramsaur Law as Counsel 7215 N OAKLEY: Taps Shaw Fishman as Legal Counsel 830 THIRD AVE: Case Summary & 6 Unsecured Creditors 914 EQUITIES: Case Summary & 11 Unsecured Creditors A B A HOLDING: Hires John Lehr as Counsel A GRACE PLACE: $35K Sale of All Assets to Greater Richmond Approved ADS TACTICAL: Moody's Assigns B2 Rating on Debt Refinancing ADS TACTICAL: S&P Assigns 'B' Corp Credit Rating, Outlook Stable ALCOA NEDERLAND: Fitch Affirms Default Rating at 'BB+' ALSTRAW ENTERPRISES: Hires Richard G. Hall as Attorney AMERICAN BUILDERS: Moody's Rates Proposed $800-Mil. Notes 'B3' AMORIKO LLC: Hires Frank B. Lyon as Attorney ANDREOLA TERRAZZO: Voluntary Chapter 11 Case Summary APCO HOLDINGS: Moody's Affirms B3 Corp. Rating on Revenue Growth AQUAMAR POOL: Hires Millan Law as Attorney ARBORSCAPE INC: Hires KS&G Consulting as Accountant ATD CAPITOL: Has Until May 10 to Exclusively File Chapter 11 Plan ATLANTIC MECHANICAL: Hires Ed Chamberlain & Co. as Accountant AUTOKINITON US: S&P Assigns B+ Corp Credit Rating, Outlook Stable AZ RES INVESTMENTS: Taps Jenkins Law Firm as Legal Counsel BAL HARBOUR: Committee Hires Linda Leali as Counsel BARRANQUITAS ULTRASOUND: Hires C. Conde & Assoc. as Attorney BAY TERRACE: Case Summary & 5 Unsecured Creditors BCP RAPTOR: Fitch Cuts IDR to 'B+' & Revises Outlook to Negative BCP RAPTOR: Moody's Alters Outlook to Stable & Affirms B3 CFR BEAR AND CUB INC: Hires Freeburg Law Firm as Attorney BETANCOURT DAIRY: Hires Gloria M. Justiniano as Attorney BIG BEAR BOWLING: Taps Oaktree Law as Legal Counsel BISON MIDSTREAM: Fitch Assigns First-Time 'B+' Default Rating BISON MIDSTREAM: Moody's Assigns B2 Rating on Term Loan BUCHANAN TRAIL: Case Summary & 20 Largest Unsecured Creditors CANBRIAM ENERGY: Moody's Keeps B2 Corp. Rating, Notes Poor Metric CARL WEBER: Has Final OK to Obtain Up To $250,000 From M.D. Sass CHAMINADE UNIVERSITY: Moody's Outlook Neg. Amid Enrollment Drop CHG HEALTHCARE: S&P Affirms 'B' Rating on First-Lien Debt CHRISEVAN CORP: Case Summary & 9 Unsecured Creditors CM HVAC HOLDINGS: Hires Hajek and Hajek as Financial Consultant COLIMA BBQ: Hires Jaenam Coe as General Bankruptcy Counsel COLIMA BBQ: Trustee Taps Thomas Seaman as Operations Manager COLORADO WICH: Taps Buechler & Garber as Legal Counsel CONSOLIDATED CONTAINER: Moody's Hikes Corp Credit Rating to B2 COOPER-STANDARD: Moody's Hikes CFR to Ba3 on Strong Performance CREW ENERGY: S&P Alters Outlook to Negative & Affirms 'B' CCR D & D SITE CONSTRUCTION: Hires BransonLaw PLLC as Counsel DANA INC: Fitch Assigns 'BB+' Long-Term IDR, Outlook Stable DELIVER BUYER: S&P Alters Outlook to Stable & Affirms 'B' CCR EAST NEW YORK HOMES: June 8 Foreclosure Auction Set ELMWOOD FARMS: Committee Hires Cutler Law as Associate Counsel ENC HOLDING: Moody's Assigns B3 Corp. Rating on Debt Refinancing EVAN JOHNSON: Settlement Talks for 2 Projects Delay Plan Filing FIRESTAR DIAMOND: Examiner Hires Baker & Hostetler as Counsel FOUNDATION BUILDING: S&P Assigns 'B+' Rating on New Term Loan B FOX PROPERTY: Insurance Premium Financing From General Agents OK'd FYBOWIN LLC: Case Summary & 20 Largest Unsecured Creditors GFL ENVIRONMENTAL: Moody's Cuts CFR to B3, Outlook Now Stable GIBSON BRANDS: Bankruptcy Court Approves First-Day Motions GOODALE ESTATES: Case Summary & 6 Unsecured Creditors GREEK BROS: Hires Margaret M. McClure as Counsel HATSWELL FARMS: U.S. Trustee Unable to Appoint Committee HC2 HOLDINGS: S&P Affirms 'B-' Rating on Sr. Sec. Notes Due 2019 ILLINI KIDS: Taps Meegan Hanschu as Legal Counsel INTERVAL ACQUISITION: Moody's May Cut Ba2 Rating on Marriott Deal JOSE DIMAS VALADAO: U.S. Trustee Forms Three-Member Committee KMC PARTNERS: Hires Nyberg Bendes as Attorney L.S.R. INC: Case Summary & 20 Largest Unsecured Creditors LAURA ELSHEIMER: Must File Bid to Assume/Assign Unexpired Leases LE CENTRE ON FOURTH: Hires Mark D. Foster as Special Counsel LIKLON GROUP: Needs More Time To Exclusively File Ch 11 Plan LSB INDUSTRIES: S&P Ups Corp Credit Rating to CCC+, Outlook Stable M2 SYSTEMS CORPORATION: Hires Forefront CPA as Accountant MICROCHIP TECHNOLOGY: Gets Fitch 'BB+' Rating on Microsemi Deal MONGE PROPERTY: Hires Simon Resnik as Counsel MOSADI LLC: Wants Plan Confirmation Deadline Moved NATIONS FIRST: Needs More Time to Negotiate With Committee NEW ENGLAND CONFECTIONERY: Bids for Assets Due May 18 NIGHTHAWK ENERGY: Files Chapter 11 Bankruptcy Petition in Delaware NORTHSTAR FINANCIAL: Moody's Assigns B3 CFR on FTJ Acquisition NORTHSTAR TOPCO: S&P Assigns 'B' Rating on Debt Refinancing OAKLEY GRADING: Ch. 11 Trustee Hires Mann & Wooldridge as Counsel OAKLEY GRADING: Trustee Hires Morris Manning as Special Counsel ONEBADA BBQ INC: Trustee Taps Thomas Seaman as Operations Manager PAYROLL MANAGEMENT: U.S. Trustee Unable to Appoint Committee PELICAN REAL: May 29 Auction of Smart Money's Websites PES HOLDINGS: Hires Katten Muchin as Substitute Counsel PETE GOULD & SONS: Hires James Gould as President PLASTIPAK HOLDINGS: $650MM Term Loan B Assigned Moody's Ba3 Rating PSSF 1999-C2: Moody's Upgrades Class N Certs Rating to Ba1 RED MOUNTAIN FARMS: Hires Nehoray Legal as Counsel RGB LLC: Case Summary & 20 Largest Unsecured Creditors RH BBQ INC: Trustee Taps Thomas Seaman as Operations Manager RONIC INC: $2.3M Sale of All Assets to Marino Realty Approved ROTHROCK FAMILY: Taps Farhang & Medcoff as Legal Counsel ROYAL AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors SAN JUAN ICE: Hires Millan Law Offices as Attorney SF GALLERIA: Case Summary & 20 Largest Unsecured Creditors SOUTH COAST: Has Final OK to Secure Financing From Solstice Capital SOUTHEASTERN GROCERS: Hires Ernst & Young as Tax Advisor SOUTHEASTERN GROCERS: Hires Hilco as Real Estate Advisor SOUTHWESTERN ENERGY: Fitch Affirms Long-Term IDR at 'BB' SPINLABEL TECHNOLOGIES: Has Until May 7 to Exclusively File Plan SPRINGS INDUSTRIES: S&P Alters Outlook to Neg. & Affirms 'B' CCR STEWART DUDLEY: Magnify Trustee Selling Condo Unit 2333 for $216K STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit for $216K OK'd SUPERIOR BOILER: Taps Oaktree Law as Legal Counsel SWITCH LTD: S&P Affirms 'BB' Corp Credit Rating, Outlook Stable SYMANTEC CORP: Fitch Affirms IDR at BB+, Outlook Positive SYNERMED INC: Fails to Pay February 2018 Rent TAMPA HYDE PARK: Hires Farrell & Patel as Counsel TEXAS E&P: Trustee's Sale of Property to Buffco for $15K Approved THINK TRADING: Has Until July 10 to Exclusively File Plan TROPICAL DELI: Voluntary Chapter 11 Case Summary VANTAGE CORPORATION: Case Summary & 7 Unsecured Creditors WESTPORT HOLDINGS: Proposed Sale of All Assets Denied as Moot WF-RBS 2011-C2: Moody's Affirms Class E Cert Rating at Ba1 WME ENTERTAINMENT: S&P Affirms 'B' Rating on Debt Refinancing WME IMG: Moody's Assigns B2 Rating on $3.1 Billion Credit Facility XCELERATED LLC: $85K Sale of All Assets to Pensa Approved YINAN PENG: Foreclosure Auction Set for June 8 [^] BOND PRICING: For the Week from April 30 to May 4 ********* 17/21 GROUP: Hires Ramsaur Law as Counsel ----------------------------------------- The 17/21 Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Ramsaur Law Office, as counsel to the Debtor. 17/21 Group requires Ramsaur Law to: a) advise the Debtor regarding its powers and duties with respect to the administration of the case; b) represent the Debtor in proceedings or hearings before the Bankruptcy Court; c) attend meetings and negotiate with creditors and other parties-in-interest; d) take necessary actions to protect and preserve the estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor or the estate in the bankruptcy case, negotiating on behalf of the Debtor with respect to all litigation in which the Debtor is involved, and objecting to claims that are filed against the Debtor's estate; e) prepare all motions, applications, answers, orders, reports, and papers on behalf of the Debtor that are necessary to the administration of this chapter 11 case; f) represent the Debtor in connection with any proceedings relating to dispositions and use of assets; g) advise and assist the Debtor in connection with the preparation, confirmation, and consummation of a plan of reorganization and liquidation; and h) perform such other and further services as typically may be rendered by counsel for a debtor in a chapter 11 case. Ramsaur Law will be paid at these hourly rates: Attorneys $395 Paralegals $150 Ramsaur Law has received a $40,000 retainer. Prior to the Petition Date, Ramsaur Law incurred fees and expenses in the amount of $27,946, which were billed against the Retainer, leaving $12,054 in the Retainer as of the Petition Date. Ramsaur Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Brett Ramsaur, a partner at Ramsaur Law Office, 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. Ramsaur Law can be reached at: Brett Ramsaur, Esq. RAMSAUR LAW OFFICE 2183 Fairview Road, Suite 221 Costa Mesa, CA 92627 Telephone: (949) 200-9114 E-mail: brett@ramsaurlaw.com About The 17/21 Group The 17/21 Group LLC's line of business includes the wholesale distribution of women's, children's, and infants' clothing and accessories. The Company posted gross revenue of $15.69 million in 2017 and gross revenue of $13.34 million in 2016. The Company's principal place of business is located at 4700 S Boyle Ave, Suite A, Los Angeles California. The 17/21 Group, LLC, based in Simi Valley, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-13300) on March 26, 2018. In the petition signed by CEO Michael Geliebter, the Debtor disclosed $473,637 in assets and $1.78 million in liabilities. The Hon. Robert N. Kwan presides over the case. Brett Ramsaur, Esq., at Ramsaur Law Office, serves as bankruptcy counsel. 7215 N OAKLEY: Taps Shaw Fishman as Legal Counsel ------------------------------------------------- 7215 N Oakley, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Shaw Fishman Glantz & Towbin LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give legal advice regarding the disposition of its assets; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $400 to $750 for members, $410 to $475 for of counsel, $290 to $380 for associates, and $150 to $270 for paralegals. Prior to the petition date, the Debtor paid Shaw Fishman an advance retainer of $25,000. Robert Glantz, Esq., a member of Shaw Fishman, 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: Robert W. Glantz, Esq. Shaw Fishman Glantz & Towbin LLC 321 N. Clark St., Suite 800 Chicago, IL 60654 Tel: 312-541-0151 Fax: 312-980-3888 Email: rglantz@shawfishman.com 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. 830 THIRD AVE: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: 830 Third Ave Gourmet Inc. dba Treehaus 830 Third Avenue New York, NY 10022 Business Description: 830 Third Ave Gourmet Inc. dba Treehaus -- http://www.treehausnyc.com-- is a restaurant in New York whose specialties include leg of lamb, bone marrow steak, and burgers and sandwiches. Treehaus offers American cuisine options with a French modernist twist. Chapter 11 Petition Date: May 2, 2018 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 18-11280 Judge: Hon. Martin Glenn Debtor's Counsel: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Total Assets: $66,611 Total Liabilities: $4.97 million The petition was signed by Chung Hyuk Ahn, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-11280.pdf 914 EQUITIES: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor: 914 Equities LLC c/o Paul T. Vink, Esq. 200 Mamaroneck Avenue, Suite 500 White Plains, NY 10601 Business Description: 914 Equities LLC is a privately held company based in White Plains, New York. Chapter 11 Petition Date: May 3, 2018 Case No.: 18-22669 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: James B. Glucksman, Esq. RATTET PLLC 202 Mamaroneck Avenue White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: jbglucksman@rattetlaw.com - and - Robert Leslie Rattet, Esq. RATTET PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 E-mail: rrattet@rattetlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Darren Foster, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-22669.pdf A B A HOLDING: Hires John Lehr as Counsel ----------------------------------------- A B A Holding LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ John Lehr, P.C., as counsel to the Debtor. A B A Holding LLC requires John Lehr to: (a) give the Debtor guidance with respect to its power and responsibility as a debtor-in-possession in the continued management of its property; (b) attend creditors' meetings and Section 341 hearings; (c) negotiate with creditors of the Debtor in formulating a plan of reorganization and to take the necessary legal steps in order to institute plans of reorganization (d) aid the Debtor in the preparation and drafting of disclosure statement; (e) prepare on behalf of the Debtor, all necessary petitions, reports, applications, orders and other legal papers; (f) appear before the U.S. Bankruptcy Court and to represent the Debtor in all matters pending before said Court; and (g) perform all legal services that may be necessary and appropriate. John Lehr will be paid at the hourly rate of $300. John Lehr will be paid a retainer in the amount of $7,000. John Lehr will also be reimbursed for reasonable out-of-pocket expenses incurred. John Lehr, principal of John Lehr, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John Lehr can be reached at: John Lehr, Esq. JOHN LEHR, P.C. 1979 Marcus Avenue, Suite 210 New Hyde Park, NY 11042 Tel: (516) 200-3523 About A B A Holding A B A Holding LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-40282) on Jan. 18, 2018. John Lehr, Esq., at John Lehr, P.C., serves as counsel to the Debtor. On Jan. 18, 2018, the Debtor filed an emergency voluntary petition, for relief mistakenly under Chapter 7 of the Bankruptcy Code, in the United States Bankruptcy Court for the Eastern District of New York, Brooklyn Division. On Jan. 18, 2018, the Debtor filed a motion to convert the case from one under Chapter 7 to one under Chapter 11. A GRACE PLACE: $35K Sale of All Assets to Greater Richmond Approved ------------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized A Grace Place Adult Care Center's private sale of substantially all assets to Greater Richmond ARC for $35,000. The sale is free and clear of all liens, claims, encumbrances, and interests, with any such liens, claims, encumbrances, and interests to attach, to the same extent and in the same priority, to the proceeds of such sale, with the exception of four used vehicles which will be conveyed subject only to the liens of the Virginia Department of Rail and Public Transportation. The 14-day waiting period imposed by Federal Rule of Bankruptcy Procedure 6004(h) is waived, thereby allowing the parties to proceed with the sale of the Property immediately upon entry of the Order. The restricted funds received by the Debtor from The RECO Foundation (donor) c/o the United Way of Greater Richmond and Petersburg, such funds being in the approximate amount of $90,004, are not part of the Debtor's bankruptcy estate pursuant to 11 U.S.C. Section 541 and/or may be abandoned by the Debtor as being of inconsequential value and benefit to the estate pursuant to 11 U.S.C. Section 554(a), and will be either returned by the Debtor to the United Way of Greater Richmond and Petersburg, or payable to the order of United Way of Greater Richmond and Petersburg or The RECO Foundation. About A Grace Place Adult Care Center A Grace Place Adult Care Center -- https://agprva.org/ -- is a non-stock, non-profit corporation formed in Virginia on Oct. 9, 1969, to provide various programs of support, education, training, rehabilitation, and recreation for adults with disabilities and age-related conditions. The organization has two divisions, Adult Day Care and Day Support. A Grace Place Adult Care Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-31331) on March 16, 2018. In the petition signed by Lynne K. Seward, interim CEO, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Kevin R. Huennekens presides over the case. Sands Anderson PC is the Debtor's legal counsel. ADS TACTICAL: Moody's Assigns B2 Rating on Debt Refinancing ----------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating ("PDR") to ADS Tactical, Inc. ("ADS"). Concurrently, Moody's assigned a B3 rating to the company's proposed $330 million senior secured term loan B. The ratings outlook is stable. Proceeds from the new term loan will be used to refinance existing debt and pay transaction-related fees and expenses. The company's new debt structure will include the aforementioned term loan and an amended and extended $200 million asset-based revolving credit facility (unrated). The proposed transaction is expected to reduce interest expense, extend debt maturities and improve the company's liquidity profile. Moody's assigned the following ratings to ADS Tactical, Inc.: Corporate family rating, at B2 Probability of default rating, at B2-PD $330 million senior secured term loan B due 2025, at B3 (LGD4) Outlook, Stable RATINGS RATIONALE ADS' B2 CFR reflects its high leverage, relatively low operating margins and high degree of working capital variability counterbalanced by the expectation that the company should be able to sustain core earnings and revenue growth due to a healthy backlog, benefits from sales force initiatives and favorable U.S. defense market fundamentals. The company's intention to focus on generating positive free cash flow and lowering current elevated revolver borrowings also support the rating. Moody's expects debt/EBITDA (including Moody's standard adjustments) to improve from approximately 5.1x (LTM 3/31/18 pro forma for the proposed refinancing) to the 4.5x range primarily through EBITDA growth and term loan amortization payments. Because a majority of product is drop-shipped, inventory levels are modest for a distributor. However, accounts receivable investment is meaningful because vendor payments sometimes occur prior to receipts from customers. Working capital usage has contributed to cumulative negative free cash flow over the last five years, and is likely to limit free cash flow going forward. ADS is a small business distributor for purposes of US government purchases, and is thus dependent on federal government guidelines requiring allocation of a portion of federal spending to small businesses. Shifts in the level of the required small business allocations, the definition of a small business distributor (currently less than 500 employees), or questions about the validity of the company's small business status could lead to rapid and significant changes in business. The ratings reflect Moody's expectation that over the next three-to-five years, while the mix might change, overall demand for the products ADS distributes will remain relatively stable as they have long term applications for many of its customers. In addition, the company has strong relationships with multiple long-standing vendors that provide ADS with a competitive advantage. The company does have business risk in its sales concentration with the Department of Defense ("DoD") that leaves it exposed to changes in defense spending levels and reliance on certain on-going defense contracts. In addition, given the variability in order timing, working capital swings can cause meaningful variations in cash generated from operations. Nevertheless, the company's well-entrenched relationships with DoD agencies, recurring nature of its work and expansion of product offerings help to partially mitigate these risks. Meaningful acquisitions are unlikely because growth in the employee base would cause ADS to lose its highly strategic small business distributor status. The company's adequate liquidity profile is characterized by adequate revolver availability, expectation of $25 million to $35 million of free cash flow generation over the next year and compliance with financial covenants, although they are not expected to be tested due to the springing nature of the ABL covenant. The proposed term loan does not contain financial maintenance covenants. The assigned B3 rating on the senior secured term loan is one notch below the B2 CFR and reflects its second lien on the company's assets securing the $200 million ABL. The term loan also has a first-lien on other assets as well as effective priority over unsecured creditors such as trade payables in the company's debt structure. The stable outlook is based on Moody's expectation that the company will continue to experience top line and earnings growth such that debt-to-EBITDA leverage declines to a mid-4x range and annual free cash flow is at least $25 million over the next 12-to-18 months. Moody's also assumes ADS will maintain adequate liquidity over the next 12 months. An upgrade would be considered if the company achieves greater revenue scale through consistent organic revenue and earnings growth with debt-to-EBITDA leverage approaching and sustained below 3.5 times. ADS would also need to generate free cash flow/debt in the high single digits and would also need to sustain operating margins of at least 10%. Moody's could lower the ratings if the company does not meaningfully improve free cash flow generation such that free cash flow to debt reaches at least 2-3% and debt-to-EBITDA leverage is sustained below 5.5 times. A change in the company's ability to bid on government procurement contracts as a small business distributor, changes in the level of required government spending through small businesses, or other revenue pressures, or a deterioration in liquidity such as through increasing revolving usage could also lead to a downgrade. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. ADS Tactical Inc. ("ADS"), through its operating subsidiary Atlantic Diving Supply Services, Inc. headquartered in Virginia Beach, VA, is a provider of logistics and supply chain solutions for the U.S. Department of Defense and other federal agencies. Revenues during the last twelve months ended March 31, 2018 totaled approximately $1.9 billion. ADS was founded in 1997 by its chairman, Luke Hillier, also the majority owner of the company. ADS TACTICAL: S&P Assigns 'B' Corp Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to ADS Tactical Inc. The outlook is stable. S&P said, "We have also assigned our 'B' issue level rating to the company's proposed $330 million secured term loan B due 2025. The '4' recovery rating indicates our expectations of an average recovery (30%-50%; rounded estimate: 30%) in a default." The ratings on ADS reflect the company's modest scale, high working capital needs, low margins, and weak credit ratios. These factors are offset by the company's small, but leading position in the market for distributing military equipment, its good customer and product diversity, and the likely strong demand generated by growing U.S. defense budgets. In 2018, S&P expects OCF to debt of 6%-8% and debt to EBITDA of 4.5x-5.0x. S&P said, "The stable outlook reflects our expectations that ADS is likely to see significant near-term revenue and earnings growth due to higher U.S. defense spending. Although this will require investments in working capital to support the higher sales, we expect credit metrics to improve over the next 12 months, with debt to EBITDA of 4.5x-5.0x and OCF to debt of 6%-8%. "We could raise our ratings over the next 12 months if OCF to debt increases to above 10% and debt to EBITDA declines below 4.5x for a sustained period. This could occur if the company is able to reduce the working capital investment needed to support the expected sales growth and uses this extra cash flow to reduce debt. In addition, management would have to limit discretionary dividends to its shareholders and commit to maintain credit ratios at or better than these levels. "Although unlikely in the next 12 months, we could lower the rating if either OCF to debt approaches zero or turns negative, or if debt to EBTIDA increases above 6x for a sustained period. This could occur if working capital needs are higher than we expect or earnings deteriorate due to increasing costs. Although less likely, it could occur if the company increase debt to fund substantial discretionary shareholder distributions." ALCOA NEDERLAND: Fitch Affirms Default Rating at 'BB+' ------------------------------------------------------ Fitch Ratings has affirmed Alcoa Nederland Holding B.V.'s Issuer Default Rating (IDR) at 'BB+' and revised the Rating Outlook to Positive. The Alcoa Nederland Holding B.V. ratings benefit from an Alcoa Corporation (Alcoa) guarantee and reflect Alcoa's modest leverage, leading positions in bauxite, alumina, and aluminum; strong control over costs and spending; and flexibility afforded by the scope of its operations. Alcoa was spun off from Alcoa Inc. (subsequently renamed Arconic Inc.) on Nov. 1, 2016. The Positive Rating Outlook reflects Fitch's view that Alcoa could make meaningful reductions to its pension obligations over the next 18 months. KEY RATING DRIVERS Low-Cost Position: Alcoa's bauxite and alumina costs are in the lowest quartile and aluminum costs are in the lowest half of global production costs. Alcoa's alumina facilities are located next to its bauxite mines, cutting transportation costs and allowing consistent feed and quality. Aluminum assets benefit from prior optimization and smelters co-located with cast houses to provide value-added products, including slab, billet and alloys. Modest Leverage: At Dec. 31, 2017, total debt of $1.4 billion was 0.7x operating EBITDA after dividends from associates and distributions to minority interests. Fitch projects annual operating EBITDA at about $2.0 billion and leverage to remain under 1.0x over the rating horizon assuming London Metals Exchange (LME) aluminum prices at $1,900/tonne (t). Fitch's forecasts include continued voluntary contributions to pension funds given available cash flows that result in FFO-adjusted gross leverage at about 2.4x. Sensitivity to Aluminum Prices: While bauxite and alumina are priced relative to the market fundamentals in those markets, over the long run, these products are sensitive to aluminum prices. Rolled products are more of a conversion model but currently the North American market for Alcoa's products is fairly saturated. The company also sells excess energy. The company estimates that a $100/t change in the LME price of aluminum affects EBITDA by $203 million. Alcoa has some value-added and conversion income but the company will remain reliant of the fortunes of the aluminum market. Alcoa recently updated its 2018 EBITDA guidance to between $3.5 billion and $3.7 billion assuming a $2,300/t LME aluminum price, $500/t alumina price index, and a U.S. mid-west premium of $0.21/lb. This was up from EBITDA guidance of between $2.6 billion and $2.8 billion provided in January. The company reports that nearly half of its aluminum is sold at the mid-west premium. Improved Aluminum Fundamentals: Fitch expects global aluminum demand growth to continue in the low- to mid-single-digit range, benefitting from consumer demand and substitution for other materials. The average LME aluminum price improved from about $1,660/t in 2015 and $1,620/t in 2016 to about $1,969/t in 2017 on supply rationalization. A combination of U.S. trade tariffs and sanctions, combined with supply restrictions at the world's largest alumina refinery, Alunorte, have resulted in price spikes for alumina and aluminum. The CRU Alumina Price Index was $685/t for the week ending April 26 up from about $354/t on average in 2017. LME aluminum prices peaked over $2,500/t before sanctions were relaxed and settled at about $2,248/t on April 27, 2018. The mid-west aluminum premium in the U.S. has more than doubled since the end of 2017 to about $0.22/lb. Tightness in the global alumina market linked to the Alunorte refinery in Brazil, which has been running at 50% of capacity since Feb. 28, has also contributed to the recent price rises. The timing of the re-start of curtailed capacity remains uncertain and dependent on negotiations with state and federal governmental agencies in Brazil. On April 10, the Albras smelter decided to curtail 50% of aluminum production as a result of Alunorte's supply cuts. Prolonged curtailment at Alunorte could result in further aluminum smelter curtailments. U.S. trade restrictions on top of short domestic supply (U.S. imports about 6 million t of aluminum per year) have been a key factor driving the mid-west premium higher. The U.S. imposed 10% aluminum import duties in March 2018 and this was followed by sanctions against United Company Rusal (Rusal) on April 6, 2018. The U.S. Treasury Department's Office of Foreign Assets Control (OFACT) imposed sanctions on Rusal prohibiting U.S. persons from dealing with the company from May 7 or June 5, initially. The deadline has been extended to Oct. 23, 2018, which has provided some relief to the initial price spike. In addition, OFACT related that the path for sanction relief is through divestment by Oleg Deripaska and change of control. Mr. Deripaska has indicated his willingness to reduce ownership of Rusal's holding company below 50%. Duties of 25% on aluminum products imported to the U.S. from China may follow from the investigation under Section 301 of the Trade Act of 1974 of China's technology transfer and other intellectual property practices according to a proposed list published in April 2018. AWAC Considerations: The company's alumina and bauxite operations are owned through Alcoa World Alumina and Chemicals (AWAC), an unincorporated joint venture 60% owned by Alcoa and 40% owned by Alumina Ltd. In 2017, AWAC generated $1.7 billion in operating EBITDA and paid, net of capital contributions, $583 million in dividends and return of capital to shareholders. Alcoa capitalizes AWAC's results and Fitch expects minority distributions net of contributions to range from about $350 million to $550 million per year. AWAC currently has scant debt and incurrence would fall under the subsidiary debt basket in the Alcoa's revolver equal to the greater of $150 million and 1% of Alcoa's consolidated tangible assets thereby limiting the risk of structural subordination. Pension Underfunding: At Dec. 31, 2017, minimum required pension funding through 2022 was estimated at $1.54 billion and the funded status of direct benefit plans was a $2.3 billion shortfall. Fitch expects Alcoa to manage its contributions through cash generation and cash on hand. Alcoa intends to freeze the defined pension plans for U.S. and Canadian salaried employees and eliminate retiree medical subsidies, effective Jan. 1, 2021. In addition, Alcoa expects to make roughly $300 million in combined discretionary contributions to the U.S. and Canadian defined benefit plans in 2018. In April, Alcoa signed annuity contracts with three insurance companies to cover approximately 2,100 retirees or beneficiaries of Canadian defined benefit pension plans. Alcoa contributed approximately $95 million to facilitate the transaction. DERIVATION SUMMARY Alcoa's low debt levels position it well against 'BB+'-rated metals peers. While pension obligations are high, required contributions are expected to be manageable, the company is taking further action to reduce obligations, and the company is expected to be FCF neutral to positive on average. The notes and revolver are the primary obligation of Alcoa Nederland Holding B.V., an overseas borrower, (guaranteed by Alcoa) which is consistent with most earnings coming from outside of the U.S. Most metals peers are steel companies with a different cycle but similar operating risks and dynamics. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: - Fitch commodity price assumptions for aluminum; - Estimated shipments at guidance; - Capex at guidance; - No change in capital allocation framework. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -EBITDAR Margins expected to be sustained above 15%; -FFO-adjusted leverage expected to be sustained below 2.5x; -Meaningful and sustainable reduction in unfunded pension status. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -EBITDAR margins sustained below 10%; -FFO-adjusted leverage expected to be sustained above 3x; -LME aluminum prices expected to be sustained below $1,600/t. LIQUIDITY Strong liquidity: At March 31, 2018, cash on hand was $1.2 billion. In addition, the company has an undrawn, $1.5 billion senior secured revolver due to mature on Nov. 14, 2022. Fitch expects the company to generate positive FCF on average. Scheduled maturities of debt are modest through 2022. FULL LIST OF RATING ACTIONS Alcoa Corporation --IDR 'BB+'. Alcoa Nederland Holding B.V. --IDR 'BB+'; --Senior secured revolving credit facility 'BB+/RR4'; --Senior unsecured notes 'BB+/RR4'. The Rating Outlook is Positive ALSTRAW ENTERPRISES: Hires Richard G. Hall as Attorney ------------------------------------------------------ Alstraw Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ the Law Office of Richard G. Hall, as attorney to the Debtor. Alstraw Enterprises requires Richard G. Hall to: a. advise and consult with the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent the Debtor's interest in suits arising in or related to the bankruptcy case; c. investigate and prosecute preference and other actions arising under the Debtor's avoiding powers; d. assist in the preparation of such pleadings, Motions, Notices and Orders as are required for the orderly administration of this estate; and to consult with and advise the Debtor in connection with the operation of the business of the Debtor; and e. prepare and file a Plan and a Disclosure Statement and to obtain the confirmation and completion of a Plan of reorganization, and to prepare a Final Report and a Final Accounting. Richard G. Hall will be paid at these hourly rates: Attorneys $425 Paraprofessionals $175 Richard G. Hall will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard G. Hall, partner of the Law Office of Richard G. Hall, 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. Richard G. Hall can be reached at: Richard G. Hall, Esq. LAW OFFICE OF RICHARD G. HALL 7369 McWhorter Place, Suite 412 Alexandria, VA 22003 Tel: (703) 256-7159 About Alstraw Enterprises Alstraw Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 18-11430) on April 23, 2018. The Debtor hired Richard G. Hall, as counsel. AMERICAN BUILDERS: Moody's Rates Proposed $800-Mil. Notes 'B3' -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to proposed $800 million senior unsecured notes due 2026 issued by American Builders & Contractors Supply Co., Inc.'s dba ABC Supply ("ABC"). Proceeds from notes issuance will be used to redeem existing $200 million senior unsecured notes due 2021, at which time the rating for these notes will be withdrawn, and to pay debt premium and related fees and expenses. Balance of proceeds will be used for repayment of revolver borrowings, and then for general corporate purposes including acquisitions. Proposed notes will be pari passu to ABC's existing senior unsecured notes due 2023, which are rated B3. American Builders & Contractors Supply Co., Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default Rating are not impacted by this transaction. Rating outlook is stable. Assignments: Issuer: American Builders & Contractors Supply Co. Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) RATINGS RATIONALE B1 Corporate Family Rating remains appropriate at this time due to ABC's sound operating margins, projected in high single-digit percentages over next 12 to 18 months. Fundamentals for repair and remodeling activity, main driver of company's revenues and resulting earnings and cash flows, remain sound. Also, the company's good liquidity profile typified by sufficient revolver availability (about $350 million at 1Q18), gives it financial flexibility to contend with potentially future shortfalls in operating cash flow due to seasonal demands, and to pay fixed payments and ongoing dividends. Despite sound operating performance, Moody's now projects debt-to-EBITDA increasing to about 4.25x by late 2019 from Moody's previous estimate of 3.8x, assuming no debt reduction. Leverage still supports current rating. Total adjusted balance sheet debt will now approximate $3.7 billion on a pro forma basis at fiscal year-end 2017, which has grown from $2.2 billion at FYE13. Consistent with the standard adjustments, Moody's adds an additional $500 million to balance sheet for operating lease commitments. Higher debt balances and resulting cash interest payments, approaching almost $160 million per year, and ongoing dividends makes it difficult for ABC to generate free cash flow throughout the year. Free cash flow-to-adjusted debt may stay barely positive over next 12 to 18 months, a key credit weakness. Stable rating outlook reflects Moody's expectations that ABC's credit profile, such as leverage below 5.5x, and seamless integration of acquisitions will remain supportive of its B1 Corporate Family Rating over the next 12 to 18 months. Positive rating actions could ensue if ABC continues to benefit from strength in end markets, resulting in operating performance that exceeds Moody's forecasts and yields debt-to-EBITDA sustained below 4.0x while maintaining current operating margins (ratios include Moody's standard adjustments), and substantial free cash flow generation, resulting in permanent debt reduction. Negative rating pressures could ensue if ABC's operating performance falls below Moody's expectations, resulting in debt-to-EBITDA trending towards 5.5x, and EBITA-to-interest expense remaining below 2.0x (ratios include Moody's standard adjustments), and additional debt-financed acquisitions. The principal methodology used in this rating was Distribution & Supply Chain Services Industry published in December 2015. American Builders & Contractors Supply Co., Inc., dba ABC Supply (ABC), headquartered in Beloit, WI, is one of the largest wholesale distributors of building products in the US. Diane M. Hendricks Enterprises, Inc. (DMHE) owns 100% of the company. Revenues for 12 months through December 31, 2017, totaled approximately $9.3 billion. ABC is privately-owned and does not publicly disclose financial information. AMORIKO LLC: Hires Frank B. Lyon as Attorney -------------------------------------------- Amoriko, LLC d/b/a Massage Harmony, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Frank B. Lyon, as attorney to the Debtor. Amoriko, LLC requires Frank B. Lyon to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. advise the Debtor of its responsibilities under the Bankruptcy Code and assist with such; c. prepare and file the voluntary petition and other paperwork necessary to commence this proceeding; d. assist the Debtor in preparing and filing the required Schedules, Statement of Affairs, Monthly Financial Reports, the Initial Debtor Report and other documents required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court and the administrative procedures of the Office of the U.S. Trustee; e. represent the Debtor in connection with adversary proceedings and other contested and uncontested matters, both in the Bankruptcy Court and in other courts of competent jurisdiction, concerning any and all matters related to these bankruptcy proceedings and the financial affairs of the Debtor, including, but not limited to, litigation affecting property of the Estate, suits to avoid or determine lien rights or other property interests of creditors and other parties in interest, objections to disputed claims, motions to assume or reject leases and other executory contracts, motions for relief from the automatic stay and motions concerning the discovery of documents and other information relating to any of the foregoing; f. represent the Debtor in the negotiation and documentation of any sales or refinancing of property of the estate, and in obtaining the necessary approvals of such sales or refinancing by this Court; and g. assist the Debtor in the formulation of a plan of reorganization and disclosure statement, and in taking the necessary steps in this Court to obtain approval of such disclosure statement and confirmation of such plan of reorganization. Frank B. Lyon will be paid at these hourly rates: Attorneys $395 Legal Assistants $125 Pre-petition, the Debtor's principal, Derrick Amoriko, on behalf of the Debtor paid Frank B. Lyon the sum of $7,500 of which $4,416.50 went to pre-petition fees and expenses and $1,717 for the Chapter 11 filing fee. Post-petition, Mr. Amoriko on behalf of the Debtor, paid Mr. Lyon $1,717, resulting in a retainer of $3,083.50. The source of the funds for the pre-petition and post-petition payments and the retainer paid to Frank B. Lyon was the Debtor's Manager and sole owner, Derrick Amoriko. The Debtor has agreed to tender to Frank B. Lyon's trust account $10,000 per month. Frank B. Lyon will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank B. Lyon, partner of the Law Offices of Frank B. Lyon, 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. Frank B. Lyon can be reached at: Frank B. Lyon, Esq. LAW OFFICES OF FRANK B. LYON 3508 Far West Boulevard, Suite 170 Austin, TX 78731 Tel: (512) 345-8964 Fax: (512) 697-0047 E-mail: frank@franklyon.com About Amoriko, LLC Amoriko, LLC d/b/a Massage Harmony, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 18-10434) on April 9, 2018. The Debtor hires Frank B. Lyon, Esq., at the Law Offices of Frank B. Lyon. ANDREOLA TERRAZZO: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Andreola Terrazzo & Restoration, Inc. 3605 Security Street Garland, TX 75042 Business Description: Andreola Terrazzo & Restoration, Inc. -- http://www.andreolarestoration.com-- is a family company based in North Texas. Andreola Terrazzo offers custom, commercial terrazzo installations, flooring logos and emblems, concrete polishing and restoration services. Andreola Terrazzo & Restoration is a member of the National Terrazzo and Mosaic Association and has been in business since 1978. Chapter 11 Petition Date: May 4, 2018 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 18-31577 Judge: Hon. Barbara J. Houser Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brock Andreola, president. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-31577.pdf APCO HOLDINGS: Moody's Affirms B3 Corp. Rating on Revenue Growth ---------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of APCO Holdings, LLC (APCO) based on the company's continued revenue growth and very good free cash flow. The rating outlook for APCO is stable. RATINGS RATIONALE According to Moody's, the affirmation of APCO's ratings reflects its continued progress in enhancing the business profile through new products while maintaining a leading position as a marketer and administrator of vehicle service contracts, its fee-oriented operating model with no material underwriting risk and its very good free-cash-flow metrics. Offsetting these strengths are the company's limited size and its largely monoline business profile, which is strongly tied to US auto sales and economic cycles. The vehicle service contract industry has some large, well-established competitors, including third-party administrators, insurers and original equipment manufacturers. Other risks include the company's aggressive financial leverage and weak interest coverage. APCO's financial leverage remains high, but the company has the capacity to reduce it over time with its healthy free cash flow. Following the loss of a significant customer in 2017, APCO rebuilt its revenue organically and through acquisitions. Moody's expects the company's interest coverage to remain in the 1.0x to 1.5x range. APCO's financing arrangement includes a $20 million senior secured revolving credit facility maturing in 2021 (undrawn, rated B3), a $190 million senior secured term loan maturing in 2022 (about $170 million outstanding, rated B3) and $27 million of subordinated paid-in-kind debt maturing in 2023 (unrated). Factors that could lead to an upgrade of APCO's ratings include: (i) sustained track record of reducing financial leverage, (ii) EBITDA - capex coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 10%. Factors that could lead to a rating downgrade include: (i) delay in reducing financial leverage, (ii) EBITDA - capex coverage of interest consistently below 1.2x, or (iii) free-cash-flow-to-debt ratio below 5%. Moody's has affirmed the following ratings: Issuer: APCO Holdings, LLC Corporate family rating at B3; Probability of default rating B3-PD. Outlook Actions: Issuer: APCO Holdings, LLC Outlook, Remains Stable The principal methodology used in these ratings was Insurance Brokers and Service Companies published in September 2017. APCO is a marketer and administrator of vehicle service contracts and complementary products sold by auto dealers throughout the US and Canada. Based in Norcross, Georgia, APCO uses an employee sales force and a network of independent agents that specialize in serving the auto dealer community to market its EasyCare, GWC and private label products. The company's gross revenue for 2017 was $282 million. AQUAMAR POOL: Hires Millan Law as Attorney ------------------------------------------ Aquamar Pool Supplies, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Millan Law Offices, as attorney to the Debtor. Aquamar Pool requires Millan Law to represent the Debtor in the Chapter 11 bankruptcy proceedings. Millan Law will be paid at these hourly rates: Attorneys $200 Associates $125 Paralegals $50 Millan Law will be paid a retainer in the amount of $7,000. Millan Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Millan, a partner at Millan Law Offices, 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. Millan Law can be reached at: Robert Millan, Esq. MILLAN LAW OFFICES Calle San Jose, Suite 250 San Juan, PR 00901 Tel: (787) 725-0946 About Aquamar Pool Supplies Aquamar Pool Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-01753) on March 30, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert Millan, Esq., at Millan Law Offices. ARBORSCAPE INC: Hires KS&G Consulting as Accountant --------------------------------------------------- Arborscape, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ KS&G Consulting, as accountant to the Debtor. Arborscape, Inc., requires KS&G Consulting to: -- provide bookkeeping services; -- prepare quarterly payroll tax returns and annual income tax returns; and -- prepare monthly operating reports. KS&G Consulting will be paid a monthly flat rate of $1,200. KS&G Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. Prabhjeet Singh, partner of KS&G Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. KS&G Consulting can be reached at: Prabhjeet Singh KS&G CONSULTING 5641 S. Yakima Way Aurora, CO 80015 About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. presides over the case. ATD CAPITOL: Has Until May 10 to Exclusively File Chapter 11 Plan ----------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of ATD Capitol, LLC, (a) its exclusive period to propose a Chapter 11 plan through and including May 10, 2018; (b) the exclusive period to solicit acceptances of the plan through and including July 9, 2018; and (c) the procedures order deadline to through and including May 10, 2018. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-22257-76.pdf As reported by the Troubled Company Reporter on April 16, 2018, the Debtor is a wholly owned subsidiary of Capitol Supply, Inc., who is also a debtor in a bankruptcy case pending before the Court at In re Capitol Supply, Inc., Case No. 17-21544-EPK. The Debtor asserted that its proposed reorganization will be impacted by the outcome of the appeal of the Court's decision with respect to a contested matter in Capitol Supply's bankruptcy case. The Debtor believes that extending exclusivity will allow Capitol Supply to pursue settlement negotiations with the U.S., and the Debtor to formulate a plan of reorganization and disclosure statement based on the outcome of such negotiations without incurring legal fees associated with presently preparing a plan and disclosure statement. About ATD Capitol ATD Capitol, LLC, was incorporated on Aug. 12 2015, and is in the office and public building furniture business. ATD is an affiliate of Capitol Supply, Inc., which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-22257) on Oct. 9, 2017. In the petition signed by Robert J. Steinman, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Bradley Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. ATLANTIC MECHANICAL: Hires Ed Chamberlain & Co. as Accountant ------------------------------------------------------------- Atlantic Mechanical Services, LLC, has filed an amended application with the U.S. Bankruptcy Court for the District of Connecticut seeking approval to hire Ed Chamberlain & Co., as accountant to the Debtor. Atlantic Mechanical requires Ed Chamberlain & Co. to: a. advise the Debtor regarding its rights under the tax codes; b. advise and assist the Debtor with respect to financial agreements, monthly operating reports and monthly, quarterly and annual tax reporting; c. review and advise the Debtor regarding accounting techniques and processes; d. advise the Debtor IRS and other tax claims; e. prepare on behalf of the Debtor the necessary financial documents, as well as review all financial reports and other reports filed in the Chapter 11 case; f. perform all other accounting services for the debtor which may be necessary in the Chapter 11 case. Ed Chamberlain & Co. will be paid at the hourly rate of $50. Ed Chamberlain & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ed Chamberlain & Co. can be reached at: Ed Chamberlain & Co. 78 E Main St. Bristol, CT06010 Tel: (860) 584-0555 About Atlantic Mechanical Services Atlantic Mechanical Services, LLC, was started by Steve Botticello and Dominic Levesque, SR. close to a decade ago. Between them, they have over 30 years experience in commercial and residential refrigeration, air conditioning and heating. Atlantic Mechanical Services filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-20362) on March 16, 2018, listing under $1 million in assets and liabilities. The case is assigned to Judge James J. Tancredi. The Debtor is represented by Joseph J. D'Agostino, Jr., as counsel. AUTOKINITON US: S&P Assigns B+ Corp Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Autokiniton US Holdings Inc. The outlook is stable. S&P said, "We also assigned our 'B+' issue-level rating to the company's proposed $450 million secured term loan due 2025. The '3' recovery rating indicates our expectations of a meaningful recovery (50%-70%; rounded estimate: 60%) for term loan lenders in a hypothetical default scenario." The ratings on Autokiniton reflect the company's significant customer concentration, exposure to larger competitors and high debt leverage relative to most Tier 1 auto suppliers amid plateauing demand for light vehicles in North America. These factors are partially offset by its above-average profitability, vertical integration efforts, and the likely strong demand for its products in the cross-over utility vehicle (CUV) segment. In 2018, S&P expects free operating cash flow (FOCF)-to-debt of around 10% and debt-to-EBITDA of about 4.0x. S&P said, "The stable outlook reflects our expectation that ongoing demand for the company's metal formed components and complex assemblies will support modest FOCF and modest debt reduction over the next 12-18 months, with FOCF-to-debt of about 10%. This offsets its slightly higher debt-to-EBITDA (about 4.0x) relative to most Tier 1 auto suppliers. "We could downgrade our ratings on Autokiniton if the company adopts a more aggressive financial policy, possibly including outsized dividend payouts or large debt-financed acquisitions such that debt-to-EBITDA approaches 5.0x on a sustained basis. In addition, we could lower our ratings if higher-than-expected cash outflows related to managing potential program discontinuation and relocation result in sustained FOCF-to-debt declining towards 5%. This could also occur because of the loss of key contracts, shifts in product mix, weak execution on upcoming product launches, or the inability to pass along potential price increases or commodity inflation. "An upgrade to BB- is unlikely over the next 12 months as we still incorporate the aggressive financial policies associated with the company's ownership by its private-equity sponsor into our assessment of the company's cash flow adequacy. We do not expect the sponsor to relinquish control over the intermediate term and this presents an overarching risk relative to higher-rated entities. An eventual upgrade occur if we expected the sponsor ownership to dissipate along with a consistent use of a portion of its discretionary cash flow towards debt repayment. This would solidify our perception that the risk of releveraging (debt-to-EBITDA of over 4.0x or FOCF-to-debt of below 5%) is low. An upgrade could also occur if the company is able to improve its competitive advantage partly through increased customer and geographic diversity." AZ RES INVESTMENTS: Taps Jenkins Law Firm as Legal Counsel ---------------------------------------------------------- AZ Res Investments, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Jenkins Law Firm, PLLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $195 to $350 for attorneys and $100 to $195 for paralegals. LaShawn Jenkins, Esq., the attorney who will be handling the case, and other members of the firm do not represent any interests adverse to the Debtor. The firm can be reached through: LaShawn D. Jenkins, Esq. Jenkins Law Firm, PLLC 4020 N. 20th Street, Suite 100 Phoenix, AZ 85016 Tel: 602.283.9868 Fax: 602.412.3954 Email: lashawn.jenkins@thejenkinslawfirm.com About AZ Res Investments AZ Res Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-03839) on April 12, 2018. Judge Madeleine C. Wanslee presides over the case. BAL HARBOUR: Committee Hires Linda Leali as Counsel --------------------------------------------------- The Official Committee of Unsecured Creditors of Bal Harbour Quarzo, LLC, a/k/a Synergy Capital Group, LLC, a/k/a Synergy Investments Group, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to retain Linda Leali, P.A., as counsel to the Committee. The Committee requires Linda Leali to: a. assist, advise and represent the Committee in its consolation with the U.S. Trustee relative to the administration of the Chapter 11 case; b. assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities and in reviewing any proposed asset sales or dispositions; c attend meetings and negotiating with the representatives of the Debtor, secured creditors and other parties in interest; d. assist and advise the Committee in its examination and analysis of the conduct of the Debtor's affairs; e. assist the Committee in the review, analysis and negotiation of any plan(s) of reorganization that may be filed and assisting the Committee in the review, analysis and negotiation of the disclosure statement(s) accompanying any plan(s) of reorganization; f. assist the Committee in the review, analysis and negotiation of any financing or funding arrangements; g. take all necessary action to protect and preserve the interest of the Committee, including without limitation, prosecute actions on its behalf, negotiation all litigation in which the Debtor is involved, and review and analyze of all claims filed against the Debtor's estate; h. prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; i. appear, as appropriate before the Court, appellate courts, and other courts in which matters may be heard and protect the interest of the Committee before such courts; and j. perform all other necessary legal services in this case. Linda Leali will be paid at these hourly rates: Attorneys $300-$400 Paralegals $125 Linda Leali will also be reimbursed for reasonable out-of-pocket expenses incurred. Linda Leali, a partner at Linda Leali, 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 Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; 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 Debtor, or for any other reason. Linda Leali can be reached at: Linda Leali, Esq. LINDA LEALI, P.A. 6278 North Federal Highway, Suite 317 Fort Lauderdale, FL 33308 Tel: (305) 341-0671 E-mail: lleali@lealilaw.com About Bal Harbour Quarzo Bal Harbour Quarzo, LLC, also known as Synergy Capital Group, LLC, also known as Synergy Investments Group, LLC, is a Florida limited liability company based in Miami operating in the hotels and motels industry. Based in Fort Lauderdale, Florida, Bal Harbour Quarzo, LLC, through its receiver, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11793) on Feb. 16, 2018. In the petition signed by Drew M. Dillworth, receiver appointed by Florida State Court, the Debtor is estimated to have $10 million to $50 million in total assets and $50 million to $100 million in total liabilities. Judge Raymond B Ray presides over the case. Eric J Silver, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is the Debtor's counsel. Genovese Joblove & Battista, P.A., is special counsel. The U.S. Trustee for Region 21 on April 20, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Linda Leali, P.A., as counsel. BARRANQUITAS ULTRASOUND: Hires C. Conde & Assoc. as Attorney ------------------------------------------------------------ Barranquitas Ultrasound and Mammography Center, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ C. Conde & Assoc., as attorney to the Debtor. Barranquitas Ultrasound requires C. Conde & Assoc. to: a. advise the Debtor with respect to its duties, powers and responsibilities it the bankruptcy case under the laws of the U.S. and Puerto Rico in which the Debtor-in-possession conducts its operation, do business, or is involved in litigation; b. advise the Debtor in connection with a determination whether a reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c. assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and propose a viable plan of reorganization; d. prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and any other legal papers or documents; e. appear before the bankruptcy court, or any court in which the Debtor assert a claim interest or defense directly or indirectly related to the bankruptcy case; f. perform such other legal services for the Debtor as may be required in the proceedings or in connection with the operation and involvement with the Debtor's business, including but not limited to notarial services; and g. employ other professional services, if necessary. C. Conde & Assoc. will be paid at these hourly rates: Attorneys $250-$300 Paralegals $150 C. Conde & Assoc. will be paid a retainer in the amount of $7,500. C. Conde & Assoc. will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmen D. Conde Torres, partner of C. Conde & Assoc., 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. C. Conde & Assoc. can be reached at: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 About Barranquitas Ultrasound and Mammography Center, Inc. Barranquitas Ultrasound and Mammography Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-02225) on April 25, 2018. The Debtor hired Carmen D. Conde Torres, Esq., at C. Conde & Assoc. BAY TERRACE: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: Bay Terrace Country Club, Inc. 217-14 24th Avenue Bayside, NY 11360 Business Description: Bay Terrace Country Club, Inc. operates the Bay Terrace Country Club located in Bayside, Queens, a cooperative-owned private swim club overlooking Little Neck Bay. The club provides its members and guests a large assortment of fun and healthy activities for both children and adults. Chapter 11 Petition Date: May 4, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 18-42627 Judge: Hon. Carla E. Craig Debtor's Counsel: Joel M. Shafferman, Esq. SHAFFERMAN & FELDMAN LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: (212) 509-1831 Email: joel@shafeldlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Maureen Hilsdorf, president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/nyeb18-42627.pdf BCP RAPTOR: Fitch Cuts IDR to 'B+' & Revises Outlook to Negative ---------------------------------------------------------------- Fitch Ratings has downgraded BCP Raptor LLC's (doing business as EagleClaw Midstream Ventures) Long-term Issuer Default Rating (IDR) to 'B+' from 'BB-.' Additionally, Fitch has downgraded BCP Raptor's senior secured term loan to 'B+'/'RR4' from 'BB'/'RR2'. Fitch has also revised BCP Raptor's Rating Outlook to Negative from Stable. The downgrades reflect underperformance in volume growth relative to Fitch's May 2017 expectations, this growth underperformance will lead to higher than anticipated leverage in 2018 and 2019 and a slower than previously anticipated financial metric and cash flow profile improvements. Fitch had previously listed a slowdown or decrease in volume growth expectations, as well as, 2018 leverage expected above 6.0x as negative ratings triggers. With the decrease in expected volumes near term, Fitch expects both negative triggers to be met. The change in term loan rating reflects expectations for average recoveries at the high end of the 31% to 50% range on the term loan in the event of a default given the lower than expected volume performance would weigh on enterprise value in the event of a restructuring. The Negative Outlook reflects Fitch's concern that volumes could exhibit further growth deceleration, which could result in a further deterioration in leverage and coverage metrics. Fitch is concerned that any further slowdown in volume growth could be deleterious to BCP's credit profile and will be looking to 2018 growth rates to make sure volumes are on track to lower the high leverage that BCP possesses. Fitch currently expects December 2018 exit-rate volumes around 450,000 Mcf/d. Should volume growth see further delays or project to be materially below that exit rate by year-end 2018, Fitch would likely take further negative rating action. Fitch would seek to stabilize the Outlook should growth keep pace with or exceed Fitch's base case expectations and leverage be trending towards 6.0x for 2019. KEY RATING DRIVERS Volume Growth: Fitch's ratings are predicated on expected growth in system volumes over the next three years for BCP Raptor/EagleClaw's operations. This represents, in Fitch's view, the biggest risk to the entity's credit profile. Volume growth on BCP Raptor's system has been underperforming Fitch's prior expectations. BCP Raptor/EagleClaw's near term production growth relative to Fitch's prior expectations has been negatively impacted by completion delays and slower development activities on BCP Raptor/EagleClaw acreage by several of its producers. Within the Permian basin field constraints and capacity bottlenecks have led to slower than anticipated growth in volumes. Volume growth, however, remains relatively healthy and on pace to achieve prior forecasted levels albeit over a longer timeframe. Producers with acreage dedications remain active on BCP Raptor/EagleClaw acreage and ll results have been good. Currently, there are 14 active rigs on BCP Raptor/EagleClaw acreage with an expectation that more are added in the latter half of this year. High Leverage: With the slower than anticipated volume growth, leverage is now expected to well exceed the 5.8x that Fitch previously had forecast for 2018. Leverage is expected to remain high through 2019 as volumes continue to ramp. Fitch now expects leverage above 6.0x through 2019 as volumes continue to ramp across BCP Raptor/EagleClaw's dedicated acreage. Limited Size & Scale: BCP Raptor/EagleClaw is a small midstream services provider in the Permian region and while it is the largest private natural gas gathering and processing company in the Delaware basin, with limited business line diversity. BCP Raptor/EagleClaw focuses mainly on gas gathering, compression, and processing with roughly 520 MMcf/d of current processing capacity expected to grow to 720 MMcf/d of processing capacity by May 2018. Given its single basin focus, BCP Raptor would be subject to event risk should there be some disruption in Permian region production. Competitive Risks: BCP Raptor operates in and around a significant amount of existing infrastructure, which could provide a significant amount of competition for new opportunities within BCP Raptor's operating area. Offsetting some of the immediate competitive risks is the 290,000 acres dedicated by its producer counterparties to BCP Raptor's operations, BCP Raptor/EagleClaw's 720 MMcf/d of processing capacity, multiple residue connections and two natural gas liquid (NGL) outlets. BCP Raptor/EagleClaw is the most southern and western positioned G&P operation in Reeves County. Management believes that new entrants into its region would need to undertake significant capital spending to capture potential volumes and connect to existing takeaway and NGL lines in order to compete. BCP Raptor/EagleClaw also has the opportunity to leverage Blackstone relationships to accelerate business development activities, which should also help BCP Raptor/EagleClaw compete. Counterparty Exposures: BCP Raptor is not reliant on a single counterparty for the majority of its volumes, though it does have concentrated customer exposure to Centennial Resource Development (Not Rated by Fitch), Concho Resources (BBB-/Rating Watch Positive), Diamondback Energy (NR), and PDC Energy (NR). Overall, BCP Raptor has volumes and acreage dedications from a diverse set of producer customers operating within the Permian basin. BCP Raptor/EagleClaw has long-term acreage dedications from at least 18 producers operating in the region. Weighted average contract life is over 10 years and the contracts require any associated gas production from dedicated acreage to be gathered and processed by BCP Raptor/EagleClaw. Underperformance or a reallocation of capital by any of these major producer counterparties towards opportunities elsewhere could negatively impact volumes on BCP Raptor/EagleClaw. Currently, the four concentrated producers remain active within BCP Raptor's acreage. Supportive Sponsor: Fitch believes that BCP Raptor will benefit from a supportive sponsor in Blackstone, which controls the board. All material decisions require Blackstone's consent. The ratings consider that Blackstone has provided an additional equity commitment that has been pledged to the company in support of growth capital and liquidity needs and must be funded by July 1, 2019. The equity commitment receivable will fund 100% of capital investment and debt service through completion of BCP Raptor/EagleClaw's planned expansion through 2019. Fitch believes that this additional equity commitment will provide BCP Raptor significant financial flexibility and alleviates near term concerns (2017-2019) around BCP Raptor's ability to meet all of its near-term financial commitments. Additionally, Blackstone owns exploration and production (E&P) companies operating in the region, Primexx Energy Partners (NR) and Jetta Operating Company (NR), both of which have recently dedicated acreage to BCP Raptor/Eagleclaw. This should provide operational support to BCP Raptor's gathering and processing system. DERIVATION SUMMARY BCP Raptor's ratings are limited by the size and scale of its system. With EBITDA under $150 million annually in the near term expected by Fitch and its single basin focus credit profile and ratings are reflective of its counterparty credit risk, and limited diversity of operations. Generally, Fitch views small scale, single basin focused midstream service providers with high geographic, customer, and business line concentration and with EBITDA below $500 million as being consistent with 'B' category IDRs. BCP Raptor's leverage metrics are high but expected to improve, albeit at a now slower rate than Fitch previously forecast. The high but improving leverage metrics are similar to its other Permian focused gas gathering and processing peers Navitas Midstream (B/Stable), with Fitch expecting high 2018 and 2019 leverage at Navitas similar to BCP Raptor though both companies are expected to delever rapidly supported by production growth from the Permian basin. Navitas is smaller both initially and following expected growth from a cash flow and processing capacity perspective. Fitch now expects BCP Raptor to remain FCF negative through early 2020, as it continues to invest in its system and connect wells. This FCF negativity is longer than recently rated 'BB-' IDR systems Medallion and Lucid Energy, which Fitch forecasts as being FCF positive by the end of 2018. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Base case assumes that volumes on EagleClaw grow from 240 MMcf/d as of year-end 2017 to roughly 350 MMcf/d on average for 2018, roughly 550 MMcf/d on average for 2019, and 725 MMcf/d in 2020. -- Funding of any cash needs through the usage of equity commitment through July 2019, once that commitment is spent any cash shortfall funding with revolver borrowings. -- Capital spending consistent with management expectations. -- In its recovery Fitch utilized a going-concern approach, using a 6.0x EBITDA multiple, consistent with recent reorganization multiples for the Energy sector (6.7x). There have been limited bankruptcy and reorganizations within the midstream sector, but two recent bankruptcies Azure Midstream and Southcross Holdco had varying multiples between 5.0x and 7.0x, by Fitch's best estimates. In its recent Bankruptcy Case Study Report "Energy, Power and Commodities Bankruptcy Enterprise Value and Creditor Recoveries" published March 2018, the median enterprise valuation exit multiple for the 29 Energy cases for which this was available was 6.7x, with a wide range. For going concern EBITDA, Fitch assumed a going concern EBITDA of $130 million. The EBITDA represents Fitch's expectations for what default emergence EBITDA would assuming production volume levels consistent with Fitch's expected 2019 base case levels coupled with a decline in commodity prices, which could potentially cause a covenant breach and default in 2021. Fitch assumes revolver is fully utilized and term loan is at 2021 levels with mandatory amortization payments on the loan between now and then. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Successful addition of significant new acreage dedications with good credit quality counterparties (BB- or above rated entities or entities with low levels of leverage and robust drilling plans). -- A meaningful reduction in leverage to below 6.0x on a sustained basis. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Slowdown in volume growth expected across BCP Raptor/EagleClaw's acreage, as evidenced by a decline in rig count or a moderation in daily volumes through BCP Raptor/EagleClaw's system. Continued underperformance in volumes relative to Fitch's revised volume forecast near term could lead to further downgrades. -- Capital spending inflation versus base case and management budget coupled with continued volume under-runs. -- 2019 leverage expected above 7.0x. LIQUIDITY Liquidity Adequate: BCP Raptor's liquidity needs are supported by access to a $100 million senior secured super priority revolver undrawn at transaction closing and an expected cash balance of $123 million as of the end of the second quarter of 2017. Additionally, the company has a $25 million funded capital expenditure account and a six-month debt service reserve account in support of liquidity. BCP's owners have provided a roughly $200 million equity contribution receivable to BCP Raptor in support of planned capital expenditures through mid-2019. Importantly, this equity commitment can and would be used to pay down debt if necessary or to cure any potential covenant breach, though Fitch's base case expectation is that BCP Raptor remains in compliance near term with its financial covenants as it goes into effect starting in 3Q18. BCP Raptor's term loan requires it to maintain a debt service coverage ratio (as defined in the agreement) of above 1.1x starting at the end of the 3Q18. The super senior revolver requires BCP Raptor to maintain a super senior leverage ratio of less than 1.25x also starting at the end of the 3Q18. Maturities are manageable with the term loan and revolver having a 2024 maturity date. The term loan requires a six-month debt service coverage reserve, which will be funded at close and held until consolidated net leverage falls to or below 4.5x. BCP Raptor is required to maintain a minimum liquidity of $25 million in the capex and interest reserve account, which may be replenished by the Equity Commitment Letter of Credit. All of BCP Raptor's discretionary capex needs are expected to be funded with internal cash flow and the equity commitment. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: BCP Raptor LLC -- Long-term IDR to 'B+' from 'BB-'; -- Senior secured term loan to 'B+'/'RR4' from 'BB'/'RR2'. The Rating Outlook is revised to Negative from Stable. BCP RAPTOR: Moody's Alters Outlook to Stable & Affirms B3 CFR ------------------------------------------------------------- Moody's Investors Service changed the ratings outlook of BCP Raptor LLC (EagleClaw) to stable from positive and affirmed its existing credit ratings including the B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), and the B3 senior secured term loan rating. "The change in EagleClaw's outlook was precipitated by the company's underperformance through 2017 in ramping up natural gas volumes through its gathering and processing systems and the consequent lengthened timeframe for deleveraging." commented Sreedhar Kona, Moody's Senior Analyst. Debt List: Affirmations: Issuer: BCP Raptor, LLC Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD $1.25 billion Senior Secured First Lien Term Loan, affirmed B3 (LGD4) Outlook Actions: Issuer: BCP Raptor, LLC Outlook, Changed to Stable from Positive RATINGS RATIONALE EagleClaw's B3 CFR reflects its very high financial leverage, and continued reliance on a steep increase in the gathering and processing volumes through 2018 and 2019 to accomplish the planned reduction in financial leverage. EagleClaw is also tempered by its relatively small scale and geographical concentration, although the acreage serviced is in the highly productive and economic Southern Delaware Basin. EagleClaw's top customers consist of Centennial Resource Production, LLC (B2 positive), Concho Resources Inc. (Ba1 positive) and PDC Energy (Ba3 stable). However, a significant portion of the acreage is held by private unrated customers. As evidenced by the variance in EagleClaw's 2017 volume ramp, the growth plans of all of these customers are exposed to the risks of completion delays and curtailments due to infrastructure bottlenecks and operational issues. EagleClaw benefits from acreage dedication contracts spread over 290,000 acres with 19 customers, large invested equity by an experienced sponsor and adequate liquidity. The contracts are largely fee-based, minimizing direct commodity price risk, although, lack of any material minimum volume commitment (MVC) contracts results in volume risk. The ratings also benefit from structural enhancements like an excess cash flow sweep, a capex and interest reserve account, a debt service reserve account and an equity commitment account. The $1.25 billion Term Loan ($1.23 billion outstanding as of December 31, 2017) maturing in May 2024 is rated B3 (the same as the CFR) under the Moody's Loss Given Default Methodology. The $100 million Revolver ($44 million outstanding as of December 31, 2017) maturing in May 2022 has a super priority preference over the Term Loan. However given small size of the Revolver as compared to the Term Loan, the Term Loan is rated the same as the CFR. Moody's expects that EagleClaw will maintain adequate liquidity. As of year-end 2017, EagleClaw had $6.8 million of cash, and $25 million in the Capex & Interest Account, in addition to a Debt Service Reserve Account supported via a Letter of Credit for 6 months of expected interest and amortization payments. The company also had $198 million in its Equity Commitment Account (supported by a Letter of Credit) which may be drawn and reduced dollar-for-dollar to maintain minimum liquidity in the funded Capex & Interest Account. The draw rights also include the right to top up the balance in the funded Capex & Reserve account if it drops below $25 million or to cure a payment default after the Debt Service Reserve Account has been extinguished. EagleClaw will rely on its Capex & Interest account and Equity Commitment account to fund its significant capital expenditures. The Term Loan has a minimum debt service coverage ratio covenant of 1.1x, which will be tested starting from September 30, 2018. In addition, the Revolver has maintenance covenants of a Maximum Super Priority Leverage Ratio of less than 1.25x, first tested on September 30, 2018 and a Total Debt to Total Capitalization ratio of less than 70%, which falls away on September 30, 2018. Moody's expects the company to be in compliance with its covenants through the end of 2018. EagleClaw's stable outlook reflects an expected volume and cash flow ramp that will lead to a steady progression to sharply lower leverage in 2019. EagleClaw's ratings could be upgraded if the company realizes its planned volume and corresponding EBITDA growth, and reduces debt/EBITDA below 6x while maintaining adequate liquidity. Ratings could be downgraded if the planned volume ramp falls behind expectations, if debt/EBITDA is unlikely to approach 6x in 2020. Ratings could also be downgraded if liquidity weakens. The principal methodology used in these ratings was Midstream Energy published in May 2017. BCP Raptor, LLC, the parent of EagleClaw Midstream Ventures, LLC, is a privately owned natural gas gathering and processing company in the Southern Delaware Basin. Blackstone Energy Partners and Blackstone Capital Partners together own a majority of BCP Raptor, with a small percentage owned by management. BEAR AND CUB INC: Hires Freeburg Law Firm as Attorney ----------------------------------------------------- Bear and Cub, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Freeburg Law Firm, LPA, as attorney to the Debtor. Bear and Cub, Inc., requires Freeburg Law Firm to: a. advise the Debtor as to its rights, duties, and powers as a Debtor-in-Possession; b. prepare and file the Statements, Schedules, Plans and other documents and pleadings necessary to be filed by the Debtor in the bankruptcy case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in the bankruptcy case; and d. perform such other legal services as may be necessary in connection with the bankruptcy case. Freeburg Law Firm will be paid at the hourly rate of $250. Freeburg Law Firm will be paid a retainer in the amount of $1,283. Freeburg Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Antoinette E. Freeburg, a partner at Freeburg Law 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. Freeburg Law Firm can be reached at: Antoinette E. Freeburg, Esq. FREEBURG LAW FIRM, LPA 6690 Beta Dr., Suite 214 Mayfield Village, OH 44143 Tel: (440) 942-4003 About Bear and Cub Bear and Cub, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 18-12073) on April 8, 2018, estimating under $1 million in both assets and liabilities. The Debtor is represented by Antoinette E. Freeburg, Esq., at Freeburg Law Firm, LPA. BETANCOURT DAIRY: Hires Gloria M. Justiniano as Attorney -------------------------------------------------------- Betancourt Dairy Farm, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ, Justiniano's Law Offices, as attorney to the Debtor. Betancourt Dairy requires Gloria M. Justiniano to: a. examine documents of the Debtor and other necessary information to submit schedules and Statement of Financial Affairs; b. prepare the Disclosure Statement, Plan of Reorganization, records and reports as required by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure; c. prepare applications and proposed orders to be submitted to the Court; d. identify and prosecute of claims and causes of action assert able by the debtor-in-possession on behalf of the estate; e. examine proof of claims filed and to be filed in the case and the possible objections to certain of such claims; f. advise the debtor-in-possession and prepare documents in connection with the ongoing operation of Debtor's business; g. advise the debtor-in-possession and prepare documents in connection with the liquidation of the assets of the estate, if needed, including analysis and collection of outstanding receivables; and h. assist and advise the debtor-in-possession in the discharge of any and all the duties imposed by the applicable dispositions of the Bankruptcy Code and the Federal Rules of the Bankruptcy Procedure. Gloria M. Justiniano will be paid at these hourly rates: Attorneys $125 to $250 Paralegals $50 Gloria M. Justiniano will be paid a retainer in the amount of $2,500. Gloria M. Justiniano will also be reimbursed for reasonable out-of-pocket expenses incurred. Gloria M. Justiniano Irizarry, a partner at Justiniano's Law Offices, 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. Gloria M. Justiniano can be reached at: Gloria M Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE Calle A Ramirez Silva, Suite 8 Mayaquez, PR 0068-4714 Tel: (787) 222-9272 E-mail: Justinianolaw@gmail.com About Betancourt Dairy Farm Betancourt Dairy Farm, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-02218) on April 25, 2018, estimating under $1 million in both assets and liabilities. BIG BEAR BOWLING: Taps Oaktree Law as Legal Counsel --------------------------------------------------- Big Bear Bowling Barn, Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Oaktree Law as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; review claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Julie Villalobos, Esq., and Larry Fieselman, Esq., the attorneys who will be handling the case, will each charge $400 per hour for their services. Associate attorneys will charge an hourly fee of $250. Oaktree Law received a pre-bankruptcy retainer in the sum of $20,000. Ms. Villalobos, owner of Oaktree Law, disclosed in a court filing that she does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Julie J. Villalobos, Esq. Oaktree Law 10900 183rd St., Suite 270 Cerritos, CA 90703 Tel: 562-741-3938 Fax: 888-408-2210 Email: julie@oaktreelaw.com About Big Bear Bowling Barn Inc. Big Bear Bowling Barn, Inc., owns the Bowling Barn located at 40625 Big Bear Boulevard, Big Bear Lake, California. Bowling Barn is a 16-lane bowling facility. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D) reporting gross revenue of $1.59 million in 2017 and gross revenue of $1.42 million in 2016. Big Bear Bowling Barn sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12715) on April 2, 2018. In the petition signed by William Ross, president, the Debtor disclosed $1.51 million in assets and $2.18 million in liabilities. Judge Scott C. Clarkson presides over the case. BISON MIDSTREAM: Fitch Assigns First-Time 'B+' Default Rating ------------------------------------------------------------- Fitch Ratings has assigned a first-time Issuer Default Rating (IDR) of 'B+' to Bison Midstream Holdings, LLC (Brazos) and a senior secured rating of 'BB-'/'RR3' to its proposed $900 million term loan B. The rating for the proposed term loan reflects Fitch's expectation for good recovery at the lower end of the 50%-70% range for the debt security in the event of default. The Rating Outlook is Stable. In March 2018 Brazos Midstream Holdings, LLC and its financial sponsor, Old Ironsides Energy, entered into a definitive agreement to sell its Delaware Basin subsidiary companies to North Haven Infrastructure Partners II (NHIP II) and related funds for approximately $1.75 billion in cash. NHIP II is an investment fund managed by Morgan Stanley Infrastructure. The transaction includes committed debt financing of $950 million ($900 million of term loan and $50 million of revolving credit facility). Bison Midstream Holdings, LLC is the debt issuer and a wholly owned subsidiary of Brazos Midstream Holdings, LLC. The ratings reflect the favorable production economics associated with Brazos' footprint in the Permian basin and the expected cash flow stability under its fixed fee contract profile. The ratings recognize Brazos' size and scale limitations, high initial leverage level, volumetric risk and counterparty risk associated with production growth, as well as competitive risk that Brazos faces as a predominately single basin midstream service provider. Brazos operates in the Southern Delaware basin within the Permian, where Fitch believes there are economic incentives for the producers to continue to ramp up production in the near to intermediate term given the low breakeven costs within the region. Brazos currently generates 100% of its cash flow under fixed fee contracts with a weighted average tenor of approximately 11 years, which eliminates its direct commodity price risk but is subject to volumetric risk. These contracts are also backed by acreage dedication from its customers. The acreage dedication gives Brazos the right to gather and transport all natural gas and crude produced on the dedicated acres, providing growth upside should producers continue to develop their acreage. Some of Brazos' top producers recently have shown great well performance within their dedicated acreage for Brazos. Moreover, Fitch also views that Brazos should have sufficient near-term liquidity as the Capex and Interest Reserve Account will fund planned expansion capex. Capex in outer years is discretionary and will be funded partially by remaining cash under the reserve account if needed. Concerns focus on Brazos' high initial leverage and volumetric risk associated with the producer customers. Fitch forecasts Brazos' leverage (debt/EBITDA) to be initially high at above 10.0x by the end of 2018 following the issuance of its proposed $900 and deleveraging to 5.0x - 5.5x by the end of 2019. Deleveraging in forecast years will be largely dependent on the projected production volume growth. Term loan amortization (1% per annum) and debt payment under the excess cash flow sweep will also support deleveraging through 2019. Brazos has customer concentration exposure with top four producers constituting over 85% of its revenue in the near term. Underperformance or reallocation of capital by any of these major producer counterparties towards opportunities elsewhere could negatively impact Brazos' throughput volumes. KEY RATING DRIVERS Small, Single Basin Provider: Brazos is a natural gas gathering & processing and crude gathering services provider that operates in the Southern Delaware region of the Permian basin. The company is expected to generate an annual EBITDA less than $300 million in the near term. Given its single basin focus, Brazos is subject to outsized event risk should there be a slow-down or longer term disruption of Delaware Basin area production. However, partially offsetting the limiting factor is Brazos' geographic presence in the Permian where crude production growth is expected to be robust in the near to intermediate term. Brazos is also somewhat diversified in its business line from providing both natural gas G&P and crude gathering services. Elevated Initial Leverage: Fitch forecasts Brazos' leverage (debt/EBITDA) to be initially high at above 10.0x by the end of 2018 following the issuance of its proposed $900 million term loan. Fitch expects Brazos' leverage to improve to 5.0x - 5.5x by the end of 2019 through projected earnings growth, term loan amortization (1% per annum) and cash flow sweep. The credit facility covenant allows restricted payments of 50% of available cash should Brazos maintains a 4.5x or less net debt leverage. Fitch expects the sponsor will commit to deleverage Brazos to reach net debt leverage 4.0x - 4.5x, given the cash flow sweep and restricted payments covenant. Brazos also has sufficient near-term liquidity with $165 million capex and interest reserve account in place to partially fund the spending needed for the gas and crude facility expansion projects in 2018 and capex projects on a discretionary basis in outer forecast years. Volumetric Risk and Counterparty Exposure: Brazos generates 100% of its cash flow under fixed-fee contracts with a weighted average of approximately 11 years for its contracts backed by acreage dedication, which immunizes the company from direct commodity price exposure. However, volumetric risk remains. Brazos has customer concentration exposure with top four producers constituting over 85% of its revenue in the near term. Underperformance or a reallocation of capital by any of these major producer counterparties towards opportunities elsewhere could negatively impact throughput volumes for Brazos. Nonetheless, offsetting some of the customer concentration risk is that these top producers are pure-play Permian players who have significantly ramped up their production in recent years and have reported strong wells results within the acreage. The top four producers have increased their drilling capital plans for 2018 per public guidance (For more information, please view Fitch's report E&Ps Manage Capital Budgets, Boost Equity Returns). In addition, Brazos is also exposed to counterparty risk with a majority of its customers being non-investment grade counterparties, which contribute roughly 50% of the company's 2018E and 2019E revenue. These high yield E&P companies can have volatile production levels and do not have the same level of downside protection through hedges as their investment grade peers, which increases their credit risk exposure in a volatile commodities price environment. Competitive Risk: Competition could be a limiting factor for Brazos' future growth considering the existing infrastructures within the basin owned by larger midstream companies. Some of the immediate competitive risk is offset by the dedicated acreage by its producer counterparties to Brazos provided that the drillings economics for these acres continue to incentivize producers to conduct drilling activities. Customers have dedicated approximately approximately 307,000 acres to Brazos, and 20 rigs are currently actively drilling on these dedicated acres. Production Fundamentals Remain Favorable: Basin field constraints and capacity bottlenecks have led to slower than anticipated growth in volumes recently within the Permian basin. Overall volume growth outlook, however, remains relatively robust and on pace to achieve prior forecasted levels albeit over a longer timeframe. Crude production in the Permian has reached record level in recent months and is expected to rise in the near term. Brazos operates in the Southern Delaware basin, which has one of the lowest breakeven costs and has one of the highest producer IRRs in North America. The company's throughput volume has grown since its inception in early 2016 amidst commodities price volatility. DERIVATION SUMMARY Brazos' ratings are limited by its size and scale of operations. It is a single basin focused midstream company that provides natural gas G&P and crude gathering services in the Permian Basin, specifically in the Southern Delaware basin. Brazos' favorable geographical presence in the Southern Delaware Basin of West Texas, along with its business line diversity and long-term fixed fee contracts (approximately 100% of Brazos' revenue in the near term) with significant acreage dedications, help to somewhat mitigate size and scale concerns. Generally, Fitch views small scale, single basin focused midstream service providers with high geographic, customer, and business line concentration and with EBITDA below $300 million as being consistent with 'B' category IDRs. Fitch does not expect Brazos will need to access capital markets until term loan maturity. Similarly to BCP Raptor (B+/Negative) and Navitas Midstream (B/Stable), Brazos has high initial leverage and is expected to delever through the projected production growth from the Permian basin. Fitch recently downgraded BCP Raptor and assigned it a Negative Outlook, reflecting slower than expected volume growth for the company. Fitch believes Brazos' projected volume growth to be more stable given the top producers' recent well performance as well as current and expected drilling activities within Brazos' dedicated acreage. Relative to Navitas, Brazos exhibits a greater scope of operations, generates a greater percentage of cash flow under fixed fee contracts and is slightly more diversified with greater counterparty exposure. On the other hand, Fitch expects Brazos to be free cash flow positive by end of 2019, which is longer free cash flow negativity than 'BB-' rated Medallion and Lucid Energy, both of which Fitch forecasts as being free cash flow positive by end of 2018. Brazos also has weaker initial leverage metrics, with Fitch projecting 2018 yearend leverage to be 5.2x - 5.75x for Medallion and 4.7x - 5.0x for Lucid. KEY ASSUMPTIONS Fitch's Key Assumptions Within Our Rating Case for the Issuer --Production volume ramps up through forecast years driven by increased production from its customers; no new acreage dedications or new producer customers are assumed. --Dividend is not assumed in the model, but Fitch expects dividend payments can begin in 2020 as the restricted payment covenant is met. --Initial capex for gas and crude facilities funded by internal cash flow and $165 million capex and interest reserve account in 2018. Capex projects in outer forecast years partially funded by the remaining amount of the capex reserve. --Deleveraging supported by term loan amortization (1% per annum) and debt repayment under excess cash flow sweep Recovery Rating Assumptions: In its recovery analysis, Fitch utilized a going-concern analysis, with a 6.0x EBITDA multiple. Reorganization multiples can vary widely based upon the commodity price environment upon emergence, as well as company specific factors that led to restructuring, including full-cycle cost positions, untenable capital structures, or debt-funded M&A activity. There have been a limited number of bankruptcies and reorganizations within the midstream sector. Two recent gathering and processing bankruptcies of companies (Southcross Holdings LP and Azure Midstream Partners, LP) indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In Fitch's recent Bankruptcy Case Study Report "Energy, Power and Commodities Bankruptcy Enterprise Value and Creditor Recoveries" (March 2018), the median enterprise valuation exit multiple for the 29 Energy cases for which this was available was 6.7x, with a wide range. Fitch assumed a mid-cycle going concern EBITDA of roughly $92 million for Brazos and a default post 2020 driven by adverse change to commodity prices and significant volume growth deterioration with volumes lower than Fitch 2019 base case levels, which could potentially cause a covenant breach and default scenario in 2020. For debt, Fitch used the $50 million super senior secured revolver and assumed the term loan is at 2020 yearend level following mandatory amortization. The term loan is rated 'BB-'/'RR3', reflecting expectation for good recovery prospects at the lower end (51% - 70%). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Should Brazos increase its size, scale, asset, geographic or business line diversity, with a focus on growing EBITDA above $300 million per year while maintaining leverage at or below 4.5x on a sustained basis Fitch would consider a positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action --Slowdown in volume growth expected across Brazos' acreage, as evidenced by a decline in rig count or a moderation in daily volumes through its system; --Meaningful deterioration in counterparty credit quality or a significant event at a major counterparty that impairs cash flow; --Leverage above 12x at end of 2018 or above 6.0x in 2019. Fitch expects Brazos' leverage to be 10x-11x by end of 2018 and improve to 5.0-5.5x by 2019 year end; --Capital spending inflation versus base case and management budget which pressures liquidity; --A significant change in cash flow stability profile, driven by a move away from current majority of revenue being fee based. If revenue commodity price exposure were to increase above 25%, Fitch would likely take a negative rating action. LIQUIDITY Adequate Liquidity: Brazos will have access to a $50 million super secured revolving credit facility that matures in five years, with an optional for $10 million incremental facility. Brazos will also issue $900 million of senior secured term loan with a manageable maturity of seven years. The term loan requires a six-month Debt Service Reserve Account (DSRA), which will be funded at closing, as well as a cash flow sweep and mandatory amortization of 1% per annum. In addition, Brazos will also have a $165 million of Funded Capex & Interest Reserve Account in place to fund planned expansion for its gas and crude facilities. Remaining deposits under both DSRA and Funded Capex & Interest Reserve Capex Account will be released to Brazos when the first lien net leverage ratio reaches 4.5x or below. Capex in future years is expected to be discretionary and is largely related to compression and processing projects, which will only be necessary as volumes warrant. Fitch expects Brazos to be FCF positive starting in 2019 and improve as production volumes on its system ramp up, which will further enhance Brazos' liquidity position. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Bison Midstream Holdings, LLC --Long-term IDR 'B+'; --Senior secured term loan 'BB-'/'RR3'. BISON MIDSTREAM: Moody's Assigns B2 Rating on Term Loan ------------------------------------------------------- Moody's Investors Service assigned first time ratings to Bison Midstream Holdings, LLC (Brazos), including a B2 Corporate Family Rating (CFR), a B2-PD Probability of Default Rating (PDR), and a B2 senior secured term loan rating. The outlook is stable. The proceeds of the term loan will be used to fund a portion of the purchase price paid by Morgan Stanley Infrastructure Partners (MSI) to acquire Brazos for $1.75 billion in cash. The remainder of the purchase price will be funded by MSI as equity. MSI will also fund (with $165 million of cash) a Funded Capex & Interest Reserve Account at the closing of the transaction. "Brazos' ratings reflect its high financial leverage and, its reliance on steep volume ramp to achieve scale and reduce financial leverage, offset by growing cash flow and the fixed fee contracts with credit worthy customers in the prolific Southern Delaware Basin," commented Sreedhar Kona, Moody's Senior Analyst. "Brazos' cash flow visibility, high quality customers' capital spending and production growth plans contribute to the stable outlook." A complete listing of rating actions is as follows: Assigned: Issuer: Bison Midstream Holdings, LLC Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B2-PD $900 million Senior Secured Term Loan, assigned B2 (LGD4) Outlook, Stable RATINGS RATIONALE Brazos' B2 CFR reflects its high initial financial leverage, relatively small scale and geographical concentration, although in the highly economic Southern Delaware Basin. Brazos is fully reliant on its producer customers to significantly increase their production through 2018 and 2019, in order for Brazos to realize its forecasted steep ramp up in natural gas volumes through its systems. While the top customers of Brazos have demonstrated their ability and willingness to pursue aggressive development and growth plans in their respective acreages dedicated to Brazos, they are not immune to the risks of completion delays, curtailments caused due to infrastructure bottlenecks and operational issues. Although Brazos has developed a significant gathering and processing infrastructure through 2016 and 2017, the operational track record is limited and poses a risk to the company's required capacity build out. Brazos benefits from acreage dedication contracts spread over 307,000 acres in the highly productive Southern Delaware Basin with demonstrated superior economics for operators in that region. Although Brazos does not have any minimum volume commitment contracts, its revenues are generated from 100% fixed-fee contracts that minimize direct commodity price risk. Brazos' top five customers that generate 90% of the revenues are all Permian focused producers with significant development plans in the region. Brazos generates a modest portion of its revenues from crude oil gathering, equipping the company with a higher margin service. The company's credit profile is enhanced from structural enhancements like an excess cash flow sweep, funded debt service reserve account and capex & interest reserve accounts. Moody's projects Brazos' debt to EBITDA to be below 6x by year-end 2019 The $900 million Term Loan B maturing seven years from the closing of the transaction is rated B2, the same as the CFR, under the Moody's Loss Given Default Methodology. The $50 million Super Priority Senior Secured First Lien Revolving Credit Facility has a super priority preference over the Term Loan. However, given the small size of the Revolver as compared to the Term Loan, and the Term Loan's security claim on substantially all assets, the Term Loan is rated the same as the CFR. Moody's expects that Brazos will maintain adequate liquidity. Following closing of the transaction, Brazos will have full availability under its $50 million Senior Secured Super Priority Revolver (with maturity of five years from closing of the transaction), and Debt Service Reserve Account funded by cash or backstopped by a letter of credit, to meet six months of debt service needs. Brazos will also have a Capex & Interest reserve account funded by $165 million of cash. Moody's expects the company will be able to fund its debt service obligations and growth capital expenditures through cash from operations and from the funds in the reserve accounts. Brazos has a mandatory 100% excess cash flow sweep provision on the term loan (with step downs to 0% when first lien net leverage drops below 4x), resulting in some debt reduction beyond mandatory amortization while leaving minimal cash balances at Brazos. The Term Loan will have a minimum debt service coverage ratio covenant of 1.1x, which will be tested starting from September 30, 2018. In addition, the revolver will have maintenance covenants of a Maximum Super Priority Leverage Ratio to be less than 1.25x and maximum total debt to total capitalization to be less than 60%. Moody's expects the company to be in compliance with its covenants. The Revolver and Term Loan will have first priority lien on all assets of the company. The stable outlook reflects Brazos' cash flow visibility, high quality customers' capital spending and production growth plans. Moody's also projects Brazos' customers to undertake substantial oil-focused drilling activity through 2019, resulting in a steep ramp in the associated gas production volumes. Brazos' ratings could be upgraded if the company successfully realizes its planned volume and corresponding earnings growth and reduces debt/EBITDA towards 5x while maintaining adequate liquidity. Ratings could be downgraded if debt/EBITDA is unlikely to approach 6x well by year-end 2019 or if liquidity weakens substantially. The principal methodology used in these ratings was the Midstream Energy published in May 2017. Bison Midstream Holdings, LLC (Brazos) is a privately-held, Fort Worth, Texas based natural gas gathering, processing and crude gathering services business with assets located in Southern Delaware Basin. In April 2018, Brazos and its financial sponsor Old Ironsides Energy announced that they entered into a definitive agreement to sell Brazos subsidiaries to North Haven Infrastructure Partners II (NHIP II) for approximately $1.75 billion in cash. NHIP II is an investment fund managed by Morgan Stanley Infrastructure. BUCHANAN TRAIL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Buchanan Trail Industries, Inc. 75 S. Broadway, 4th Floor White Plains, NY 10601 Business Description: Buchanan Trail Industries, Inc. owns a 2.38 acre property located at 2371 Buchanan Trail West, Greencastle, PA, which is improved by a 7,500 square foot office building. Chapter 11 Petition Date: May 2, 2018 Case No.: 18-22663 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Total Assets: $1.57 million Total Liabilities: $14.42 million The petition was signed by Daniel Gordon, assistant secretary. 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/nysb18-22663.pdf CANBRIAM ENERGY: Moody's Keeps B2 Corp. Rating, Notes Poor Metric ----------------------------------------------------------------- Moody's Investors Service changed Canbriam Energy Inc.'s (Canbriam) outlook to negative from stable. Moody's also affirmed its B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating and B3 senior unsecured notes rating. "The change in Canbriam's outlook to negative reflects deteriorating credit metrics in 2019 due to our expectation that AECO prices will remain weak and favorable hedges will roll off," said Paresh Chari, Moody's VP- Senior Analyst. Outlook Actions: Issuer: Canbriam Energy Inc Outlook, Changed To Negative From Stable Affirmations: Issuer: Canbriam Energy Inc Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5 from LGD4) RATINGS RATIONALE Canbriam Energy's B2 CFR is challenged by weak expected retained cash flow to debt at about 13% and EBITDA to interest around 2.4x in 2019, its high exposure to weak Western Canadian natural gas prices with favorable hedges rolling off in 2018 and lack of hedges in 2019, weak leveraged full-cycle ratio of less than 1x in 2018 and 2019 and geographic concentration in the Montney formation in northeast British Columbia. The CFR is supported by its sizeable reserves and production base (37,000 boe/d expected in 2018) and low sustaining capex that supports modest negative free cash flow in 2018 and breakeven free cash flow in 2019. Canbriam's liquidity is adequate. At December 31, 2017 and pro forma for a C$51.6 million cash injection associated with an equity-funded March 2018 land acquisition, Canbriam had about C$50 million of cash and C$220 million available under its C$350 million borrowing base revolver, which terms out in April 2018 and matures one year later. Moody's expects modest negative free cash flow through Q1 2019. The company's US$350 million senior unsecured notes matures in November 2019. The company has no financial covenants. Alternate liquidity is limited as assets are pledged as collateral to the secured revolving credit facility, although the company's midstream assets could provide an alternate source of liquidity. In accordance with Moody's Loss Given Default (LGD) Methodology, the US$350 million senior unsecured notes are rated B3, one notch below the B2 CFR, due to the priority ranking of the C$350 million secured borrowing base revolving credit facility. The negative outlook reflects Moody's expectation that credit metrics will decrease in 2019 to levels that are not sustainable for the B2 CFR, although this is will be function of Canbriam's future gas pricing and ability to hedge. The ratings could be upgraded if retained cash flow to debt is likely to remain above 30% (15% at 12/31/2017), production grows towards 35,000 barrels of oil equivalent (boe) per day (26,000 boe/d at 12/31/2017) and LFCR is above 1.5x (0.9x 12/31/2017). The ratings could be downgraded if retained cash flow to debt is likely to remain below 15% (15% at 12/31/2017), EBITDA to interest falls below 2.5x (3x 12/31/2017), LFCR falls below 1.0x (0.9x at 12/31/2017) and liquidity position worsens. Canbriam Energy Inc. (Canbriam) is a private Calgary, Alberta-based independent exploration and production company focused in the Montney formation in northeastern British Columbia with (net of royalties) production at about 26,000 boe/d in 2017 (87% natural gas). CARL WEBER: Has Final OK to Obtain Up To $250,000 From M.D. Sass ---------------------------------------------------------------- The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has entered a final order authorizing Carl Weber Green Properties, LLC, to obtain debtor-in-possession financing from M.D. Sass Municipal Finance Partners-II, LP, Municipal Finance Partners-IV, LLC, and Municipal Finance Partners-V, LLC. As reported by the Troubled Company Reporter on March 5, 2018, the Debtor sought court authorization to obtain up to $250,000 in debtor-in possession financing from the Debtor's principals, M.D. Sass Municipal Finance Partners-II, LP, Municipal Finance Partners-IV, LLC, and Municipal Finance Partners-V, LLC, to be used for paying post-petition real estate taxes, insurance, administrative expenses and other post-petition obligations as same may arise. The Lenders requested that the loan be secured by a junior lien on the Real Property Holdings. On Feb. 28, 2018, the Court entered an interim order allowing the Lenders to loan up to $75,000 to the Debtor as an administrative claim. The Lenders are now authorized to loan up to $250,000 to the Debtor, inclusive of any amount previously loaned to the Debtor pursuant to the interim court order, allowable under 11 U.S.C. Section 503(b)(1) as an administrative expense pursuant to 11 U.S.C. Section 364(b) for the purpose of payment of carrying costs associated with the Real Property Holdings including real estate taxes and insurance. The Lenders have agreed to provide financing in the amount of $250,000, including the Interim Loan to the Debtor allowable under 11 U.S.C. Section 503(b)(1) as an administrative expense pursuant to 11 U.S.C. Section 364(b); and it further appearing that the Loan will bear interest at 5% per annum. A copy of the court order is available at: http://bankrupt.com/misc/njb17-29110-69.pdf About Carl Weber Green Properties Carl Weber Green Properties, LLC, was formed on Oct. 9, 2012, as a real estate holding company, which owns various parcels of real property located in the State of New Jersey. It was formed as a special purpose vehicle to hold and monetize real property assets. The assets are all real properties obtained through tax lien foreclosures conducted by members of the Company. Carl Weber sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-29110) on Sept. 20, 2017. In the petition signed by Manager Philip Sivin, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Giordano, Halleran & Ciesla, P.C., serves as counsel to the Debtor. CHAMINADE UNIVERSITY: Moody's Outlook Neg. Amid Enrollment Drop --------------------------------------------------------------- Moody's Investors Service has revised Chaminade University of Honolulu, HI's outlook to negative from stable. Concurrently, Moody's has affirmed the Ba2 ratings on approximately $23 million of the Series 2015A and 2015B bonds issued through the Hawaii Department of Budget & Finance. RATINGS RATIONALE The revision of the outlook to negative reflects a significant decline in fall 2017 enrollment which is expected to pressure the operating performance for this tuition dependent university. The thinner operations is also expected to weaken the already thin spendable cash and investments and liquidity. Additionally, recent turnover in key management positions adds challenges to the university's credit profile. Should enrollment pressures intensify, the university fail to meet budgeted projections, or there is a significant erosion of spendable cash and investments, the rating could be downgraded. Fall 2018 enrollment and receipt of fiscal year 2018 financial statements will provide the next key indicators. Chaminade's Ba2 is supported by its small scope of operations but with program diversification which helps cushion against pressure in any given market segment. The rating also considers the university's high reliance on student charges, limited financial flexibility due to weak balance sheet resources relative to debt and expenses, and a highly competitive student market. RATING OUTLOOK The negative reflects the possibility of a downgrade if the university is not able to achieve fiscal 2018 operating performance in line with fiscal 2017 and stabilize enrollments from fall 2018 onwards. FACTORS THAT COULD LEAD TO AN UPGRADE Significant growth of spendable cash and investments and liquidity Sustained, stable enrollment with growth in net tuition revenues FACTORS THAT COULD LEAD TO A DOWNGRADE Weaker operating performance in fiscal 2018 Failure to stabilize enrollment starting fall 2018 LEGAL SECURITY The bonds are unconditional obligations of the university, secured by a pledge of gross revenues as well as a negative mortgage pledge on the university's facilities. There is one financial covenant associated with series 2015A and 2015B bonds. The university is required to maintain debt service coverage of 1.15x, with 4.8x reported for fiscal 2017. USE OF PROCEEDS Not applicable PROFILE Chaminade is a small private Marianist Catholic College in Honolulu, with approximately 1,950 students and $48 million of operating revenue. The university was founded in 1955 and is the only Catholic university in the state of Hawaii. METHODOLOGY The principal methodology used in these ratings was Higher Education published in December 2017. CHG HEALTHCARE: S&P Affirms 'B' Rating on First-Lien Debt --------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating Salt Lake City-based health care staffing provider CHG Healthcare Services Inc.'s senior secured debt. The recovery rating on this debt remains '3', indicating expectations for meaningful (50%-70%; rounded estimate: 50%) recovery in a payment default. The company is issuing a $270 million add-on to its first-lien term loan. The transaction is leverage neutral, as S&P expects the company will use proceeds to pay down its $260 million second-lien notes. S&P said, "Our 'B' corporate credit rating on CHG reflects the company's leading position in the highly competitive locum tenens sector. The company benefits from its national scale and its network position as one of the only major providers with a significant focus in locum tenens, compared to other competitors, for whom locum tenens represents only a small fraction of business. CHG's physicians have diverse specialties, a competitive advantage when negotiating with multispecialty hospitals that has resulted in high retention rates with clients as well as staffed physicians. These benefits are somewhat offset by the company's narrow focus on locum tenens staffing and other temporary health care staffing businesses, which leaves it exposed to potentially volatile demand for the company's services, notwithstanding solid long-term growth trends. The staffing sector is highly sensitive to unemployment rates and hospital budgets. In a weak economy, health care workers may seek greater stability in full-time, permanent employment, and hospitals may seek to run with thinner staffing levels if a weak economy results in lower demand for health care services. S&P expects adjusted debt leverage to generally remain above 5x over the next year. S&P's corporate credit rating on CHG remains 'B' with a stable outlook. RECOVERY ANALYSIS Key analytical factors: -- S&P has completed a review of the recovery analysis for CHG Healthcare Services Inc. -- CHG's capital structure will consist of a $75 million revolver and a $1,583 million first-lien term loan. -- S&P has valued the company on a going-concern basis using a 5.5x multiple of our projected emergence EBITDA. -- S&P estimates that, for the company to default, EBITDA would need to decline significantly, representing a combination of a decline in labor market caused by depressed economy and sluggish demand for temporary staffing. Simulated default assumptions: -- Simulated year of default: 2021 -- EBITDA at emergence: $162 million -- EBITDA multiple: 5.5x Simplified waterfall: -- Net emergence value (after 5% admin. costs): $848 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Priority claims: 0 -- Collateral value available to first-lien lenders: $848 million -- Senior first-lien debt: $1.611 billion --Recovery expectations: 50%-70%; rounded estimate: 50% RATINGS LIST CHG Healthcare Services Inc. Corporate Credit Rating B/Stable/-- Rating Affirmed; Recovery Rating Unchanged CHG Healthcare Services Inc. Senior Secured First-Lien Term Loan B Recovery Rating 3 (50%) CHRISEVAN CORP: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Chrisevan Corp. 18-22661 590 South Broadway Yonkers, NY 10705 American Diner Group, Inc. 18-22662 26 Saw Mill River Road Hawthorne, NY 10532 Business Description: Chrisevan Corp. operates a diner in Yonkers, New York, and has 30 employees. American Diner Group operates a diner in Hawthorne, New York, and has 23 employees. Chapter 11 Petition Date: May 2, 2018 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Carlos J. Cuevas, Esq. CARLOS J. CUEVAS, ESQ. 1250 Central Park Avenue Yonkers, NY 10704 Tel: (914)964-7060 Fax: (914)964-7064 E-mail: ccuevas576@aol.com Estimated assets and debt: Estimated Estimated Assets Liabilities -------------- ------------------ Chrisevan Corp. $500,000 to $1-mil. $1-mil. to $10-mil. American Diner Group $500,000 to $1-mil. $500K to $1-mil. The petitions were signed by Gulan R. Kahn, vice president. A copy of Chrisevan Corp.'s list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-22661_creditors.pdf A copy of American Diner's list of eight unsecured creditors is available for free at: http://bankrupt.com/misc/nysb18-22662_creditors.pdf Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/nysb18-22661.pdf http://bankrupt.com/misc/nysb18-22662.pdf CM HVAC HOLDINGS: Hires Hajek and Hajek as Financial Consultant --------------------------------------------------------------- CM HVAC Holdings, LLC, d/b/a CGM Services, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Hajek and Hajek CPAs, P.A., as financial consultants and accountants to the Debtor. CM HVAC Holdings requires Hajek and Hajek to: a. evaluate the Debtor's financial condition, including to assess the Debtor's operations and cash flow, assist in projecting and monitor monthly cash flow, and accounting and reporting on the use of cash collateral; b. prepare monthly financial reports of the estate, as well as assist in the preparation of the schedules and statement of financial affairs for the Debtor as required by the Bankruptcy Code; c. assist in the preparation, review and evaluate the Debtor's Chapter 11 plain a disclosure statement, liquidation analysis, and such other reports and financial analysis as may be required in connection with the Debtor's Chapter 11 plan and disclosure statement; d. assist management with overseeing the business operations of the Debtor; e. review of all financial information prepared by the Debtor; f. review and analyze the books and records of the Debtor; g. attend at meetings with the Debtor, its creditor, the attorneys of such parties, and with federal, state and local tax authorities; h. provide assistance to the Debtor in negotiations with commercial lenders, landlords, creditors and other parties in interest; i. assist the Debtor in negotiation with suppliers and vendors to restore and maintain the Debtor's ability to obtain parts and supplies that are essential to the Debtor's post- petition operations; j. assist the Debtor in negotiation with its landlords regarding assumption or rejection of its commercial leases, including leases for the 12,000 square feet of office space located at 5806 Breckenridge Parkway, Suite A/B, another 17,000 square feet of warehouse space; k. assist the Debtor in negotiating and securing DIP financing and satisfying custodial and reporting requirements of lenders and the Office of the U.S. Trustee; l. assist the Debtor in negotiations with potential purchasers regarding a sale of all or substantially all of the Debtor's assets; m. prepare the Debtor's tax returns and other necessary and required tax filings; n. perform all other accounting services for the Debtor as Debtor-in-Possession which may be necessary during the pendency of the Chapter 11 case; and o. render such other assistance in the nature of accounting services, financial consulting or other financial projects as the Debtor may deem necessary. Hajek and Hajek will be paid at these hourly rates: Mike Hajek $300 Professionals $200 Paraprofessionals $90 Hajek and Hajek will be paid a success fee of 10% of the final sale price, in the event of a sale of the Debtor's assets through a Court approved sale. Hajek and Hajek will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Hajek, partner of Hajek and Hajek CPAs, 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. Hajek and Hajek can be reached at: Michael Hajek HAJEK AND HAJEK CPAS, P.A. 5308 Central Avenue St. Petersburg, FL 33707 Tel: (727) 327-1239 About CM HVAC Holdings CM HVAC Holdings, LLC dba CGM Services is an air conditioning and heating contractor in Tampa, Florida that provides new home A/C systems, maintenance checks and new air ducts for residential and commercial clients. CGM Services also specializes in commercial HVAC installations and spray foam insulation. CM HVAC Holdings, LLC, based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-03054) on April 16, 2018. In the petition signed by Chris McNeil, manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Michael Hajek, Esq., at Hajek and Hajek CPAs, P.A., serves as bankruptcy counsel to the Debtor. COLIMA BBQ: Hires Jaenam Coe as General Bankruptcy Counsel ---------------------------------------------------------- Colima BBQ, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Jaenam Coe, PC, as general bankruptcy counsel to the Debtor. Colima BBQ requires Jaenam Coe to: (a) advise the Debtor concerning its rights and powers and duties under Section 1107 of the Bankruptcy Code; (b) advise the Debtor concerning the administration of the Debtor's case; (c) prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, proposed orders, notices and other documents to be filed in the bankruptcy case; (d) advise the Debtor concerning and preparing responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this case; (e) assist the Debtor in preparing and presenting a chapter 11 plan of reorganization; (f) represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtor is represented in proceeding or hearing by other special counsel; (g) counsel and assist the Debtor in claims analysis and resolution of such matters; (h) commence and conduct any and all investigation and litigation necessary or appropriate to assert rights on behalf of the Debtor or otherwise further the goals of the Debtor in the bankruptcy case; (i) represent the Debtor in any litigation commenced by, or against, the Debtor, provided that such litigation is within the Firm's expertise and subject to a further engagement agreement with Debtors on terms acceptable to the Debtor and the Firm; (j) prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, monthly operating reports, initial filing requirements, schedules and statement of financial affairs; (k) assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement with respect to the plan; (l) examine claims of creditors in order to determine their validity; and (m) perform such other legal services for and on behalf of the Debtor as may be necessary or appropriate to assist the Debtor in satisfying its duties under Section 1107 of the Bankruptcy Code. Jaenam Coe will be paid at these hourly rates: Attorneys $450 Paralegals $150 Jaenam Coe will also be reimbursed for reasonable out-of-pocket expenses incurred. Jaenam J. Coe, a partner at the Law Offices of Jaenam Coe, 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. Jaenam Coe can be reached at: Jaenam J. Coe, Esq. LAW OFFICES OF JAENAM COE, PC 3731 Wilshire Blvd., Suite 910 Los Angeles, CA 90010 Tel: (213) 389-1400 Fax: (213) 387-8778 About Colima BBQ, Inc. 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 Jan. 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. The Debtor hires Jaenam J. Coe, Esq., at the Law Offices of Jaenam Coe, PC, as counsel. COLIMA BBQ: Trustee Taps Thomas Seaman as Operations Manager ------------------------------------------------------------ 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 an operations manager. The trustee proposes to employ Thomas Seaman Company to oversee the operations of the Debtor's Korean barbeque restaurant located at 18751 E. Colima Road, Rowland Heights, California. The firm will charge these hourly rates: Thomas Seaman $400 Alison Juroe $225 Darren Clevenger $185 Matthew Flahive $95 Heidi Gong $70 Thomas Seaman, owner of TSC, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. TSC can be reached through: Thomas Seaman Thomas Seaman Company 3 Park Plaza, Suite 550 Irvine, CA 92614 Direct: (949) 265-8403 Main: (949) 222.0551 ext. 101 Fax: (949) 222-0661 Email: tom@thomasseaman.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 Jan. 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. The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. COLORADO WICH: Taps Buechler & Garber as Legal Counsel ------------------------------------------------------ Colorado Wich LLC and Colorado Wich Inc. received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Buechler & Garber, LLC as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The Buechler professionals who will be handling the case and their current hourly rates: Kenneth Buechler $350 Aaron Garber $350 Michael Guyerson $350 Jonathan Dickey $225 Paralegals $105 Buechler received funds in the amount of $35,000, of which $10,497.50 was paid to pre-bankruptcy fees and costs, leaving a balance of $24,502.50, which is allocated 75% or $18,376.88 to Colorado Wich LLC and 25% or $6,125.63 to Colorado Wich Inc. The firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Buechler can be reached through: Kenneth J. Buechler, Esq. Michael J. Guyerson, Esq. 999 18th Street, Suite 1230-S Denver, CO 80202 Phone: 720-381-0045 Fax: 720-381-0382 Email: ken@bandglawoffice.com Email: mike@bandglawoffice.com About Colorado Wich Colorado Wich LLC is a privately-held company in Highlands Ranch, Colorado engaged in the business of selling sandwiches. Colorado Wich LLC and Colorado Wich Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 18-13443) on April 24, 2018. In the petitions signed by Jeffrey A. Gordan, member, Colorado Wich LLC disclosed $500,095 in assets and $2,150,648 in liabilities. Colorado Wich Inc. disclosed $92 in assets and $22,364 in liabilities. CONSOLIDATED CONTAINER: Moody's Hikes Corp Credit Rating to B2 -------------------------------------------------------------- Moody's Investors Service upgraded Consolidated Container Company LLC (New)'s ("CCC") Corporate Family Rating to B2 from B3 and Probability of Default rating to B2-PD from B3-PD. Instrument ratings are detailed below. The ratings outlook is stable. Moody's took the following actions: Upgrades: Issuer: Consolidated Container Company LLC (New) Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Bank Credit Facility, Upgraded to B2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: Consolidated Container Company LLC (New) Outlook, Remains Stable RATINGS RATIONALE The upgrade of the Corporate Family Rating to B2 from B3 reflects the company's improved operating performance and Moody's belief that this improvement is sustainable. Consolidated has cut costs (including rationalizing two plants) and is projected to continue to benefit from these cost cuts. CCC is constrained by its concentration of sales, significant percentage of commoditized products and percentage of business that is not under contract. CCC has a high concentration of sales by both product line and customer. CCC is also constrained by strong competition in the industry and fragmented structure that will make it difficult to meaningfully improve earnings. The company's product line contains a significant percentage of commoditized products. Approximately 20% of the business by volume is not under contract and subject to market forces. The company benefits from on-going cost reduction initiatives, long-standing relationships with certain well-established manufacturers and significant percentage of plants co-located on the customer's premises. Co-location is important to minimize packaging shipping costs. Despite a small revenue base, CCC has scale relative to many competitors. Approximately 80% of business by volume is under contract with raw material cost pass-through provisions, but other costs are not passed through on all contracts and lags in passing through costs can be significant. CCC's good liquidity is characterized by modest free cash flow and low cash balances generally offset by availability on the company's credit facility. The company has a $125 million asset-based revolver (not rated by Moody's), which is subject to borrowing base limitations and expires in 2022. The cash sources provide adequate coverage of projected cash needs with the first lien term loan amortization modest at 1% of principal or about $6 million. The only financial covenant on the revolver is a fixed charge coverage ratio of 1.0 time (and cash dominion) which applies if excess availability is less than 10% of the commitment. There are no financial covenants for the term loan. All assets are encumbered by the preponderance of secured debt so there is little in the way of alternative sources of liquidity. The company has no significant seasonality and the next debt maturity is the revolver in 2022. The stable rating outlook reflects Moody's expectation that CCC will continue to execute and maintain credit metrics within the rating category. The ratings could be upgraded if CCC sustainably improved its credit metrics within the context of a stable competitive and operating environment. Specifically, the ratings could be upgraded if debt to EBITDA declines below 5.0 times, EBITDA to interest expense increases above 3.5 times and funds from operations to debt increases above 11.0%. The ratings could be downgraded if there is a deterioration in credit metrics, liquidity or the operating and competitive environment. The ratings could also be downgraded if financial policies become more aggressive. Specifically, the ratings could be downgraded if debt to EBITDA is above 5.5 times, EBITDA to interest expense declines below 3.0 times or funds from operations to debt declines below 9.0%. Based in Atlanta, Georgia, Consolidated Container Company LLC (New) is one of the leading domestic manufacturers of rigid plastic containers for mostly branded consumer products and beverage companies and a supplier of recycled resin. Revenues for the twelve months ended December 31, 2017 were $807 million which were predominantly generated domestically. The company is owned by Loews Corporation. CCC does not publicly disclose information. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. COOPER-STANDARD: Moody's Hikes CFR to Ba3 on Strong Performance --------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Cooper-Standard Automotive Inc. (Cooper-Standard) - Corporate Family Rating (CFR) and Probability of Default Rating to Ba3 and Ba3-PD, from B1 and B1-PD, respectively. In a related action, Moody's upgraded the rating on the senior unsecured notes to B1 from B2, and affirmed the Ba1 rating on the senior secured term loan. The Speculative Grade Liquidity Rating upgraded to SGL-1 from SGL-2. The rating outlook is stable. The following ratings were upgraded: Cooper-Standard Automotive Inc. Corporate Family Rating, to Ba3 from B1; Probability of Default, to Ba3-PD from B1-PD; $400 million of senior unsecured notes, to B1 (LGD4) from B2 (LGD4); Speculative Grade Liquidity Rating, to SGL-1 from SGL-2; The following rating was affirmed: $334 million (remaining amount) senior secured term loan due 2023, Ba1 (LGD2). Rating Outlook: Stable The $210 million asset based revolving credit facility is not rated by Moody's. RATINGS RATIONALE The upgrade of Cooper-Standard's CFR to Ba3 reflects the company's strong operating performance while demand in its major North American market plateaued, and Moody's expectation is that this performance will continue over the intermediate-term. Cooper-Standard's EBITA margins have demonstrated yearly improvement from 6.6% in 2015 (inclusive of Moody's standard adjustment) to 8.4% in 2017. Debt/EBITDA for the LTM period ending March 31, 2018 approximated 2.5x. About 65% of the company's revenues in 2017 were on SUVs/CUVs/Light trucks. Consumer preference toward these vehicles is expected to help mitigate softening overall automotive demand in North America and support EBITA margins improving to the upper 8% range over the next 12 -18 months. The ratings are also supported by Cooper-Standard's leading position as a supplier of vehicle sealing, fuel and brake delivery, and fluid transfer systems to automotive original equipment manufacturers. The company's geographic foot print is weighed to toward North America (52% of 2017 revenues), where Moody's forecasts automotive demand in the U.S. to slow 1.2% in 2018 and 0.6% in 2019. Yet, new business wins in Asia (16% of revenues), where Moody's forecasts automotive demand in China to grow 2% in 2018 and 2.5% in 2019, should support top line growth and profit growth over the intermediate-term. Cooper-Standard's customer concentrations remain high with the top 3 customers representing 58% of revenues in 2017. The stable rating outlook continues reflects the expectation of modestly improving credit metrics over next 12-18 months. Cooper-Standard also maintains high cash balances ($420 million at March 31, 2018) relative to historical norms supporting a very good liquidity profile. Cooper-Standard's SGL-1 speculative grade liquidity rating incorporates Moody's expectation for a very good liquidity profile over the next 12-15 months supported by sizeable cash balances, ample availability under its $210 million asset based revolving credit facility, and expectations of substantial free cash flow generation. At March 31, 2018, the company had approximately $420 million of cash on hand. The asset based revolving credit facility matures in 2021. The primary financial covenant under the asset based revolver is a springing fixed charge covenant of 1.0 to 1 when availability falls below the greater of $21 million or 10% of the facility commitment. Moody's does not expect borrowings on the revolver to trigger the covenant over the next 12-15 months. The senior secured term loan does not have financial maintenance covenants. The company had about $93 million of account receivables outstanding various transfer agreements. The risk of these outlets being unavailable over the long-term weighs on the company's liquidity profile. Moody's expects Cooper-Standard to continue to generate strong levels of positive free cash flow over the next 12-15 months in the low-teens as a percentage of debt. Future events that have the potential to drive a higher rating include the ongoing stability in global automotive demand and balanced shareholder return policies. Consideration for a higher rating could result from Debt/EBITDA approaching 2x, and EBITA/Interest coverage, inclusive of restructuring, sustained above 5x, while maintaining an very good liquidity profile. Future events that have the potential to drive a lower rating include weakness in global automotive demand that are not offset by successful restructuring actions resulting in EBITA margin deterioration, EBITA/Interest coverage approaching 4x, or increased borrowings or earnings declines leading to Debt/EBITDA leverage above 3x. Debt funded acquisitions or shareholder distributions or a weakening liquidity position would also drive a lower rating. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Cooper-Standard, headquartered in Novi, Mich., is a global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer, and anti-vibration systems. The Company operates in 92 manufacturing locations and 32 design, engineering, administrative and logistics locations in 20 countries around the world. Net sales for the LTM period ending March 31, 2018 were $3.7 billion. CREW ENERGY: S&P Alters Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Calgary, Alberta-based Crew Energy Inc. to negative from stable. At the same time, S&P Global Ratings affirmed its 'B' long-term corporate credit rating on the company. Based on the increased proved developed reserves component in Crew's reported year-end 2017 reserves, S&P Global Ratings also raised its issue-level rating on Crew's senior unsecured notes due 2024 to 'B+' from 'B' and revised its recovery rating on the debt to '2' from '3'. S&P said, "The improved in recovery prospects was driven by the significant capital expenditures in 2017 that bolstered Crew's proved developed producing reserves to which we attribute a higher value under our recovery analysis. In addition, we do not expect the company's net proved reserves to deplete during the next years to an extent that could affect its recovery prospects even under lower capital expenditures expected for the next years. The '2' recovery rating indicates our view that Crew's senior unsecured noteholders can now expect meaningful (70%-90%; rounded 85%) recovery in our default scenario." The outlook revision reflects the deterioration on the company's credit metrics, following a smaller production profile and weaker realized natural gas prices than expected, which should result in funds from operation (FFO)-to-debt in the lower end of the 20%-30% range during the next two years. In addition, S&P believes the company could underperform its base-case scenario if it cannot effectively execute its hedging and marketing strategy during the next 24 months to offset the heightened volatility in regional natural gas prices, which could result in in FFO-to-debt dropping below 20% The 'B' corporate credit rating reflects Crew's small reserve size, significant exposure to persistently volatile natural gas prices, and profitability metrics that rank in the mid-range of the global exploration and production (E&P) peer group. The rating also reflect the company's market diversification initiatives and hedging strategy that are sustaining cash flow generation at levels commensurate with the rating. S&P said, "The negative outlook reflects our view that Crew could underperform our base-case scenario if it cannot effectively execute its hedging and marketing strategy during the next 24 months to offset the heightened volatility in regional natural gas prices, because we expect price differentials to remain persistently high during 2018 and 2019. We forecast lower production growth and realized prices will result in weaker-than-expected credit metrics, but still sufficient to support the rating, with FFO-to-debt in the lower end of the 20%-30% range and FOCF generation close to break-even. "We could lower the rating if Crew's two-year, weighted-average fully adjusted FFO-to-debt drops below 20% consistently. This could result from a failure to realize production growth or lower-than-expected hydrocarbon prices. We could also lower the rating if the company cannot renew its revolving credit facility or if liquidity deteriorates to a level we would characterize as weak. "We could revise the outlook to stable, if Crew's overall business risk profile strengthens due to a significant increase of daily production and proved reserves. We could also revises the outlook to stable if the company can improve its financial credit metrics with FFO-to-debt consistently increasing to the higher end of the 20%-30% range, which higher daily production or realized prices could propel." D & D SITE CONSTRUCTION: Hires BransonLaw PLLC as Counsel --------------------------------------------------------- D & D Site Construction, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC, as counsel to the Debtor. D & D Site Construction requires BransonLaw PLLC to: (a) prosecute and defend any causes of action on behalf of the Debtor, prepare on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; (b) assist in the formulation of a plan of reorganization and preparation of disclosure statement; and (c) provide all other services of a legal nature. BransonLaw, PLLC will be paid at the hourly rate of $100-$400. Prior to the commencement of the bankruptcy case, the Debtor paid an advance fee of $12,430 for postpetition services and expenses in connection with the bankruptcy case and the filing fee of $1,717. The Debtor, has previously paid BransonLaw, PLLC, $3,570 on a current basis, for services rendered and costs incurred prior to the commencement of the bankruptcy case, including the preparation of the petition. BransonLaw, PLLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey S. Ainsworth, a partner at BransonLaw, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. BransonLaw, PLLC can be reached at: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, Florida 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com About D & D Site Construction D & D Site Construction Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 18-02124) on April 13, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC. DANA INC: Fitch Assigns 'BB+' Long-Term IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a first time 'BB+' long-term Issuer Default Rating (IDR) to Dana Incorporated (DAN). In addition, Fitch has assigned a rating of 'BB+'/'RR4' to the senior unsecured notes issued by DAN and its Dana Financing Luxembourg S.a.r.l. subsidiary. The ratings apply to $1.5 billion in senior unsecured notes. The Rating Outlook is Stable. KEY RATING DRIVERS DAN's ratings are supported by the company's market position as a top global supplier of driveline components for light, commercial and off-road vehicles, as well as automotive sealing and thermal products. The company's proposed acquisition of GKN plc's (GKN) driveline business, which ended when GKN's shareholders voted for the company to be acquired by Melrose Industries PLC, would have significantly increased DAN's presence in light vehicle driveline technologies, including enhanced technologies for hybrid and electric vehicles. However, even without the addition of the GKN product portfolio, Fitch believes DAN has solid growth prospects and a product portfolio that that will remain relevant as emerging automotive technologies begin to take hold. The Recovery Rating of 'RR4' assigned to the company's senior unsecured notes reflects Fitch's expectations for average recoveries in a distressed scenario. Fitch expects DAN's credit profile to modestly strengthen over the next several years as the company works to grow margins, increase FCF generation and reduce leverage. DAN has been especially focused on improving the profitability of its business, and Fitch expects it to produce higher margins over the next several years as it gains traction on profit improvement initiatives. Increased production volumes and synergy benefits from the 2017 acquisitions of Brevini Fluid Power S.p.A. and Brevini Power Transmission S.p.A. (Brevini), as well as vertical-integration benefits from the Warren Manufacturing LLC (USM-Warren) acquisition, will also contribute to growth in margins and FCF. Fitch expects leverage to decline a bit over the next several years absent any debt-funded acquisitions, which, when combined with increased profitability, are expected to result in credit metrics approaching those of low-investment-grade auto suppliers. Rating concerns include industry cyclicality, particularly in the commercial and off-highway vehicle sectors, and volatile raw material costs. With over 40% of DAN's revenue tied to the heavily cyclical commercial and off-road vehicle segments, the company is exposed to heavier revenue volatility than suppliers that are solely tied to the relatively more stable light vehicle sector. However, DAN's more varied product portfolio provides a level of customer diversification not seen at its primary competitors, which could provide some benefits in an industry downturn. Similar to virtually all other suppliers, DAN manages raw material cost volatility primarily through pass-through mechanisms in its customer supply agreements. Nonetheless, a period of rapidly rising prices could negatively affect profitability, as there is generally a lag before the mechanisms adjust to a change in material costs. There is also a risk that vehicle manufacturers might try to share a steep rise in raw material costs with their supply base, such as by insisting on higher annual price downs or by pushing for lower base pricing in future supply agreements. DAN's somewhat acquisitive nature is also a risk. Fitch believes the attempted GKN driveline acquisition, which would have grown DAN's revenue by over 80% while increasing debt by about $2 billion, was opportunistic and not representative of the types of acquisitions that the company will generally seek. DAN primarily looks for bolt-on acquisitions that can enhance its business by growing its customer or geographic presence or by moving into adjacent product areas, as was the case with the Brevini acquisition. As such, Fitch expects most acquisitions will be relatively small, and DAN's strong liquidity position could allow it to fund many of these acquisitions, primarily with cash on hand. However, there is the potential for a larger acquisition to drive long-term leverage higher then Fitch's expectations. The effect on the company's ratings from any large, debt-funded acquisition would depend on how quickly the company could return its metrics to pre-acquisition levels. Solid Cash Flow Generation: Fitch expects DAN to produce positive FCF over the intermediate term, with post-dividend FCF margins generally running in the 2% to 4% range. Fitch expects FCF margins to benefit from the attainment of synergies related to the Brevini and USM-Warren acquisitions, as well as benefits from continued cost control and higher expected production volumes. Also supporting FCF, Fitch expects capital spending as a percentage of revenue to normalize at about 4% over the next several years, down from an elevated 5.5% in 2016 and 2017, following the completion of several large capital projects. Actual post-dividend FCF in 2017 was $114 million, equal to a 1.6% FCF margin. However, this was affected by the higher level of capital spending in 2017, as well a portion of the USM Warren acquisition spending that was treated as a change in working capital. Credit Profile to Modestly Improve: DAN's EBITDA margins have been relatively solid over the past several years, particularly given the diversity of the company's book of business, and Fitch expects them to grow over the next several years. Based on Fitch's own calculations, DAN's EBITDA margins have run in the 10% to 11% range over the past several years, and they came in at 11.0% in 2017. With higher production volumes, synergy benefits and other margin-enhancing initiatives, Fitch expects the company's EBITDA margins (as calculated by Fitch) will grow toward 12% in 2018 and could rise further, nearing 12.5%, over the next couple of years. Fitch expects DAN's gross EBITDA leverage (debt/Fitch-calculated EBITDA) to decline to around 2x by year-end 2018 and to remain near or slightly below that level over the next several years, absent a debt-funded acquisition. With minimal intermediate-term debt maturities, Fitch expects leverage reduction will be driven primarily by growth in EBITDA. Fitch expects FFO-adjusted leverage to decline to around 3x by year-end 2018 and to decline toward the mid-2x range over the next several years. At year-end 2017, DAN had $1.8 billion in debt, resulting in EBITDA leverage of 2.3x and FFO-adjusted leverage of 3.4x. Fitch expects DAN's FFO fixed-charge coverage to rise toward 5x over the next several years as a result of increased FFO on higher business levels and increased profitability. Actual FFO fixed-charge coverage at Dec. 31, 2017 was 4.1x. Fitch expects EBITDA interest coverage (LTM EBITDA/gross interest expense) to rise toward 9.5x as EBITDA grows. As of Dec. 31, 2017, DAN's actual EBITDA interest coverage was 7.5x. Manageable Pension Obligations: DAN's pension plans remain adequately funded. At year-end 2017, the company's U.S. plans were 87% funded, with an underfunded status of $217 million. DAN's non-U.S. plans were only 19% funded, with an underfunded status of $306 million. The lower funded status of DAN's non-U.S. plans reflects unfunded 'pay-as-you-go' plans in certain countries. DAN contributed $2 million to its U.S. plans and $15 million to its non-U.S. plans in 2017. The company expects to contribute $18 million to its non-U.S. plans in 2018. Overall, Fitch views the funded status and required contributions related to DAN's pension plans to be manageable, given the company's strong liquidity and FCF prospects. Also, the company has begun the process of terminating one of its U.S. pension plans, which had a benefit obligation of $1.1 billion and assets of $900 million at Dec. 31, 2017. If DAN receives regulatory approval for the termination and other considerations remain favorable, the company expects to terminate the plan in the first half of 2019. DERIVATION SUMMARY DAN has a relatively strong competitive position focusing primarily on driveline systems for light, commercial and off-road vehicles. It also manufactures sealing and thermal products for vehicle powertrains and drivetrains. DAN's driveline business competes directly with the driveline businesses of American Axle & Manufacturing Holdings, Inc. (BB-/Stable) and Meritor, Inc. (BB-/Stable), although American Axle focuses on light vehicles, while Meritor focuses on commercial and off-road vehicles. From a revenue perspective, DAN is similar in size to American Axle, although American Axle's driveline business is a little larger than DAN's light vehicle driveline business. Compared with Meritor, DAN has roughly twice the annual revenue overall, and DAN's commercial and off-highway vehicle driveline segments are a little larger overall than Meritor's commercial truck and industrial segment. DAN's EBIT and EBITDA margins are roughly in-line with auto suppliers in the low-'BBB' range. However, EBITDA leverage is more consistent with auto suppliers in the high-'BB' range, such as Tenneco Inc. (BB+/Rating Watch Negative). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer --U.S. light vehicle sales decline a little less than 2% in 2018, but global sales rise around 2%. After 2018, U.S. industry sales plateau in the mid-16 million to low-17 million unit range. --The global commercial and off-road vehicle markets continue to improve in 2018, particularly in the North American Class 8 truck market. Global markets also strengthen a bit in 2019 before stabilizing in 2020 and 2021. --Revenue grows in 2018 on a full year's worth of revenue from the Brevini and USM-Warren acquisitions, as well as DAN's backlog of new business. Beyond 2018, growth moderates as the effect of new product programs is partially offset by slower global light vehicle industry production growth. --EBITDA margins remain relatively strong, in the low-teens, and grow toward the mid-teens over the intermediate term. --FCF margins are solid, in the low-single-digit range, and grow toward the mid-single-digit range over the next several years. --Capital spending runs at about 4% of revenue, near the historical average but lower than the last couple of years, as several significant capital projects have been completed. --The company generally maintains a solid liquidity position, with any excess cash used for acquisitions or share repurchases. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action --A sustained post-dividend FCF margin of 2.0%; --Sustained FFO-adjusted leverage below 2.5x; --Sustained gross EBITDA leverage below 2.0x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action --A severe decline in global vehicle production that leads to reduced demand for DAN's products; --A debt-funded acquisition that leads to weaker credit metrics for a prolonged period; --A decline in the EBITDA margin to below 10% for an extended period; --A decline in the post-dividend FCF margin to below 1.0% for an extended period; --An increase in FFO-adjusted leverage to above 3.5x on a consistent basis; --An increase in gross EBITDA leverage to above 2.5x on a consistent basis. LIQUIDITY Fitch expects DAN's liquidity to remain strong over the intermediate term. As of Dec. 31, 2017, the company had $643 million in consolidated cash, cash equivalents and marketable securities, augmented by $578 million of availability on its $600 million secured revolver (after accounting for $22 million in letters of credit backed by the facility). Debt maturities are low, less than $20 million per year, until 2022 when the most of the company's $275 million secured term loan comes due. Based on its criteria, Fitch treats cash that it estimates is needed to cover seasonal needs and other obligations as 'not readily available' for purposes of calculating net metrics. In its forecasts, Fitch has treated $53 million of DAN's consolidated cash as 'not readily available', which is Fitch's estimate of cash needed to cover the company's seasonal needs. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings with a Stable Outlook: Dana Incorporated --Long-term IDR 'BB+'; --Senior unsecured notes rating 'BB+'/'RR4'. Dana Financing Luxembourg S.a.r.l. --Senior unsecured notes rating 'BB+'/'RR4'. DELIVER BUYER: S&P Alters Outlook to Stable & Affirms 'B' CCR ------------------------------------------------------------- Kentucky-based Deliver Buyer Inc. plans to increase its term loan by $200 million and use the proceeds to pay a dividend to its financial sponsor, Thomas H. Lee Partners LP. S&P Global Ratings revised its outlook on Deliver Buyer Inc. to stable from positive. At the same time, S&P affirmed its 'B' corporate credit rating on the company. S&P said, "In addition, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed first-lien credit facility. This consists of a proposed $463 million term loan B due 2024 and the $85 million revolving credit facility.The '3' recovery rating indicates out expectation for meaningful recovery of principal (50%-70%; rounded estimate: 55%) in the event of default. "The outlook revision reflects a deterioration in leverage by about an additional turn over our previous expectations. Following the proposed dividend recapitalization, adjusted leverage will rise to and remain in the 5x area compared with a previous expectation of 4x by the close of 2018. As of the trailing-12-month period ended March 31, 2018, leverage declined to around 3.5x on strong top line and earnings performance, with EBITDA nearly doubling on acquisition contributions and an influx of higher margin hub projects. Notwithstanding the proposed dividend, the company was on track to meet expectations. Following the incremental debt issuance, we now expect leverage to be sustained at 5x or above through 2019. "The stable outlook reflects our expectation that credit metrics will improve, but remain appropriate for the rating over the next 12 months as revenue and earnings continue to rise on favorable demand and strong operating performance. We expect S&P Global Ratings' adjusted debt to EBITDA in the mid- to high-5x area by the end of 2018. "While unlikely over the next 12 months, we could raise the rating if Deliver Buyer is able to reduce its leverage to below 5x or increase its FFO/debt to the low-teens percent area on a sustained basis. This could happen if the company maintains a robust project pipeline while managing its capacity and controlling its costs. An upgrade would also be contingent on our confidence that the sponsor's financial policy allows for the maintenance of these metrics on a sustained basis with minimal risk of re-leveraging. "Although also unlikely over the next 12 months, we could lower our ratings on Deliver Buyer if declines in operating performance lead to deterioration in S&P Global Ratings' adjusted leverage to 7.5x or above. Such a scenario would most likely be the result of unexpected cost delays/overruns or extended capital spending hiatus from major customers due to lower consumer confidence. This could also happen if an unanticipated shift in financial policy occurs, resulting in larger-than-expected debt-financed acquisitions or additional dividend recapitalizations." EAST NEW YORK HOMES: June 8 Foreclosure Auction Set --------------------------------------------------- Fearonce G. Lalande, as referee, will sell at public auction in Courtroom #25 of the Queens County Supreme Court, 88-11 Sutphin Blvd., Jamaica, NY on June 8, 2018 at 10:00 a.m., the premises known as Block 15670, Lot 175. The sale is being conducted pursuant to a judgment of foreclosure and sale dated October 12, 2017, in the case, NYCTL 2016-A TRUST AND THE BANK OF NEW YORK MELLON, AS COLLATERAL AGENT AND CUSTODIAN FOR NYCTL 2016-A TRUST, Pltf. vs. EAST NEW YORK HOMES, INC., et al, Defts. Index #704402/2017, pending before the Queens County Supreme Court. Counsel to Plaintiff: LEVY & LEVY 12 Tulip Drive Great Neck, NY. #94740 ELMWOOD FARMS: Committee Hires Cutler Law as Associate Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Elmwood Farms, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa to retain Cutler Law Firm, P.C., as associate counsel to the Committee. The Committee requires Cutler Law to: a. assist the Committee in the administration of the bankruptcy case and exercise oversight with respect to the Debtor's affairs, including all issues in connection with the Debtors, the Committee or the Chapter 11 case; b. prepare on behalf of the Committee of necessary applications, motions, memoranda, orders, reports and other legal papers; c. appear in the Bankruptcy Court, participate in litigation as a party-in-interest, and attend at meetings to represent the interest of the Committee; d. communicate with the Committee's constituents and others at the direction of the Committee in furtherance of its responsibilities, including communications required under Section 1102 of the Bankruptcy Code; and e. perform all of the Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and perform such other services as are in the interest of those represented by the Committee. Cutler Law will be paid at the hourly rate of $285. Cutler Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Gainer, partner of Cutler Law Firm, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; 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 Debtor, or for any other reason. Cutler Law can be reached at: Robert C. Gainer, Esq. CUTLER LAW FIRM, P.C. 1307 50th St. West Des Moines, IA 50266 Tel: (515) 223-6600 About Elmwood Farms Elmwood Farms, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Iowa Case No. 18-00554) on March 19, 2018. The Official Committee of Unsecured Creditors of Elmwood Farms, LLC was appointed by the Office of the U.S. Trustee on April 2, 2018. The Committee retained Robert C. Gainer, Esq., at Cutler Law Firm, P.C., as counsel. ENC HOLDING: Moody's Assigns B3 Corp. Rating on Debt Refinancing ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating to ENC Holding Corporation ("ENC"). Concurrently, Moody's assigned a B3 rating to the company's proposed $262 million senior secured term loan comprised of a funded $238 million term loan and an unfunded $24 million delayed draw term loan. Proceeds from the facility will be used to refinance existing indebtedness and to pay an approximately $47 million dividend to shareholders. The rating outlook is stable. RATINGS RATIONALE The B3 CFR balances ENC's modest size (gross revenues of around $900 million) and exposure to cyclical transportation markets against the company's good standing in intermodal drayage and comparatively robust profitability metrics. Moody's believes ENC has solid growth prospects over the next 12 to 18 months supported by a growing network of agents and favorable demand conditions for intermodal and truckload services. The rating also reflects the company's highly scalable business model and its diversity by customer and agent. These considerations are tempered by relatively high financial leverage (pro forma Moody's adjusted Debt-to-EBITDA of about 5.5x) and, a thus far, comparatively weak history of cash generation. In addition, the company is also reliant on providing services to an agent network. Technology advances or competitive shifts that alter current business practices in the logistics and shipping industries, including disintermediation of agents, could potentially and negatively affect ENC's revenue and profitability. Moody's also expects financial policies to be relatively aggressive under private equity ownership including potential debt-funded acquisitions and additional shareholder distributions. The proposed dividend is aggressive and comes a little more than a year after Calera Capital acquired the company in February 2017. ENC also completed three acquisitions over the last six months and the delayed draw term loan suggests a high likelihood of additional acquisitions in the next two years. The stable rating outlook reflects Moody's expectations that ENC's growing network of agents combined with a favorable near-term operating environment and successful integration of recent acquisitions will support topline and earnings growth over the balance of 2018 and into 2019. Moody's expects ENC to maintain an adequate liquidity profile over the next 12 months. On-going cash balances are expected to be very modest with pro forma cash of about $2 million. Over the next twelve months, Moody's anticipates modestly positive free cash generation (FCF-to-Debt in the low to mid-single digits) in the face of one-time expenses relating to acquisitions, on-going working capital needs, and elevated interest expense. External liquidity is provided by a $50 million ABL credit facility that expires in 2023. Moody's expects considerable reliance on the facility in order to support L/C usage (about $25 million current used primarily for automotive liability deductions) and working capital needs. The ABL facility will contain a springing fixed charge coverage ratio of 1.25x that comes into effect if availability under the facility falls below $7.5 million (15%). Moody's believes acquisitions or working capital needs could trigger the covenant requirement over the next 12 months, but anticipates compliance with the covenant level. The term loan is expected to be covenant lite with no financial maintenance covenants. The ratings could be upgraded if Moody's adjusted Debt-to-EBITDA was expected to remain sustained below 4.5x. Any upgrade would be predicated on the maintenance of good liquidity with expectations of consistently positive free cash flow generation (FCF-to-Debt at least in the mid-single digits) and good availability under the ABL facility. In light of the company's modest scale ENC would need to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. The ratings could be downgraded if Moody's expects Debt-to-EBITDA to be sustained at or above 6.5x. A weakening liquidity profile involving flat or negative free cash flow generation, a growing reliance on revolver borrowings, or a potential breach of financial covenants would create downward rating pressure. Revenue declines, disruptions to the agent-focused model for arranging shipping, loss of shipping volumes, a sustained weakening of profitability metrics, or a more aggressive financial policy could also result in downward rating action. The following is a summary of Moody's rating actions: Issuer: ENC Holding Corporation Corporate Family Rating, assigned B3 Probability of Default Rating, assigned B3-PD $238 million senior secured term loan due 2025, assigned B3 (LGD4) $24 million senior secured delayed draw term loan due 2025, assigned B3 (LGD4) Outlook, assigned Stable ENC Holding Corporation is an asset-light provider of services to operators in intermodal drayage, truckload, and freight brokerage markets. Services provided include accounts receivable management, payment processing, national and regional sale support, insurance, and back-office support. The company was acquired by Calera Capital in February 2017. Pro forma for recent acquisitions, gross revenues for the twelve months ended March 2018 are around $900 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. EVAN JOHNSON: Settlement Talks for 2 Projects Delay Plan Filing --------------------------------------------------------------- Evan Johnson & Sons Construction, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi to extend by 60 days the exclusivity periods during which only the debtor can file a plan of reorganization and solicit acceptances for the plan. As reported by the Troubled Company Reporter on March 9, 2018, the Court previously extended the time to file Disclosure Statement and Plan of Reorganization, as well as the Period of Exclusivity for additional 60 days from March 2, 2018. The Debtor, mainly through its special counsel, William Blair, has continued to engage in extensive negotiations and settlements with various creditors in connection with the Debtor's projects at Mississippi State University and Thibodaux Regional Medical Center. The Debtor has filed a number of motions to approve those settlements and those motions have been granted. Additionally, the Debtor that it has been successful in obtaining the funds due it from the Mississippi State University project and those are being held by counsel in a special escrow savings account. The Debtor tells the Court that there are still a few "open" issues with respect to claims of various creditors and with respect to the final "wrap up" of settlements and payment of claims in connection with the two projects that were pending as of the Petition Date. The Debtor is optimistic that all of those matters will be settled in the relatively near future, but it sees no benefit in filing a Disclosure Statement and Plan of Reorganization at the current time that will only have to be amended once those settlements have occurred. As a result, the Debtor moves the Court for an Order extending the exclusivity period within which to file its Disclosure Statement and Plan of Reorganization for 60 days from and after the entry of a court order granting the motion. No matter what the state of settlements happens to be at the end of that period of time, the Debtor assures that it will move forward with the filing of a Disclosure Statement and Plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mssb17-02192-233.pdf About Evan Johnson & Sons Evan Johnson & Sons Construction, Inc., based in Pearl, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192) on June 15, 2017. In the petition signed by Melanie Johnson, its president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Edward Ellington presides over the case. Craig M. Geno, Esq., at The Law Offices of Craig M. Geno, PLLC, serves as bankruptcy counsel to the Debtor. FIRESTAR DIAMOND: Examiner Hires Baker & Hostetler as Counsel ------------------------------------------------------------- John J. Carney, the court-appointed Examiner of Firestar Diamond, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Baker & Hostetler LLP, as legal counsel to the Examiner. The Examiner requires Baker & Hostetler to: (a) represent and assist the Examiner in the discharge of his duties and responsibilities under the Examiner Order, other orders of this Court, and applicable law; (b) assist the Examiner in the preparation of reports and represent him in the preparation of motions, applications, notices, orders, and other documents necessary in the discharge of the Examiner's duties; (c) represent the Examiner at hearings and other proceedings before the Bankruptcy Court; (d) analyze and advise the Examiner regarding any legal issues that arise in connection with the discharge of his duties; (e) assist the Examiner with interviews, examinations, and the review of documents and other materials in connection with the Examiner's investigation; (f) perform all other necessary legal services on behalf of the Examiner in connection with the Chapter 11 Cases; and (g) assist the Examiner in undertaking any additional tasks or duties that the Court might direct or that the Examiner might determine are necessary and appropriate in connection with the discharge of his duties. Baker & Hostetler will be paid at these hourly rates: -- Jorian L. Rose, Partner $808 Bankruptcy, Restructuring and Creditors' Rights -- Jimmy D. Parrish, Partner $509 Bankruptcy, Restructuring and Creditors' Rights -- Susrut A. Carpenter, Associate $502 White Collar, Investigations and Securities Enforcement and Litigation -- Jason I. Blanchard, Associate $429 Bankruptcy, Restructuring and Creditors' Rights -- Stacy A. Dasaro, Associate $429 Bankruptcy, Restructuring and Creditors' Rights -- Lauren P. Berglin, Associate $400 White Collar, Investigations and Securities Enforcement and Litigation Baker & Hostetler 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: (a) Baker & Hostetler did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; (b) None of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case; (c) Baker & Hostetler has not represented the Examiner in his capacity as an examiner or the Debtor in the 12 months prepetition; and (d) The Examiner is consulting with various parties in interest to determine the appropriate scope of the Examiner's role in these Chapter 11 Cases. The Firm will prepare a budget and staffing plan for the Examiner's approval following the Examiner's determination of the appropriate scope of the Examiner's role in these Chapter 11 Cases. Jorian L. Rose, partner of Baker & Hostetler 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 does not represent any interest adverse to the Debtors and their estates. Baker & Hostetler can be reached at: Jorian L. Rose, Esq. BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, NY 10111 Tel: (212) 589-4200 Fax: (212) 589-4201 E-mail: jrose@bakerlaw.com About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Marks Paneth LLP is hired as financial advisor. Judge Sean Lane issued an order directing the U.S. Trustee to appoint a Chapter 11 examiner for Firestar Diamond. The Examiner hired Baker & Hostetler LLP, as counsel. FOUNDATION BUILDING: S&P Assigns 'B+' Rating on New Term Loan B --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '3' recovery rating to Tustin, Calif.-based building material distributor Foundation Building Materials Holding Co. LLC's (FBM) proposed term loan B due 2025. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a default. The company will use the proceeds from the term loan, along with borrowings from its asset-based lending (ABL) revolving credit facility, to refinance its existing $575 million 8.25% senior secured notes due 2021. S&P expects the term loan to close and fund in mid-August. At that time, S&P expects the company to redeem its existing senior notes. S&P's 'B+' corporate credit rating and stable outlook on FBM remain unchanged. FBM maintains the No. 2 position in both the U.S. wallboard and suspending ceiling distribution markets. The company is highly acquisitive and has grown its revenue rapidly in recent years (to just over $2 billion in 2017 from $500 million in 2014). However, it is still smaller and less profitable than some of its higher-rated distribution peers, such as GMS Inc. (which had sales of $2.3 billion and EBITDA margins of 9.6% in 2017) and Beacon Roofing (which had sales of $4.3 billion and margins of 9.2% in 2017). Pro forma for the transaction, S&P continues to expect that FBM's debt-to-EBTIDA will be approximately 4.5x as of the end of 2018. Foundation Building Materials Inc., the company's parent, held an IPO in 2017 but is still majority owned by private-equity fund Lone Star. FBM's private-equity ownership is a constraining factor on our rating. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- FBM's proposed capital structure comprises the term loan B and a $400 million ABL revolving credit facility. -- S&P's assessment of default recovery prospects incorporates a reorganization value for the company of $555 million, reflecting emergence EBITDA of approximately $100 million and an EBITDA multiple of 5.5x. The EBITDA assumption contemplates a rebound in profitability following the sharp cyclical downturn that S&P believes is required for the company to default. -- S&P's simulated default scenario assumes a default occurring in 2021, likely due to high acquisition-related debt, a downturn in the company's end markets (namely U.S. residential and nonresidential wallboard products for new construction), increased competition, and significant price increases from manufacturers and suppliers that the company has limited ability to pass on to its customers. S&P said, "We expect these developments to weigh on its margins and cash flow, pressuring FBM's ability to meet its financial obligations and accelerating the need for a bankruptcy filing or restructuring. For the purposes of our default scenario, we assumed aggregate borrowings of about $240 million under the ABL facility, representing about 60% of the $400 million commitment amount and six months of accrued but unpaid interest." Simulated default assumptions -- EBITDA at emergence: $100 million -- Implied enterprise valuation (EV) multiple: 5.5x -- Gross EV: $555 million Simplified waterfall -- Net EV (after 5% admin costs): $527.25 million -- Priority claims: $246.6 million -- Total collateral value for first lien: $280 million -- Total unsecured claim: $450 million --Recovery expectations: 50%-70% (rounded estimate: 60%) RATINGS LIST Foundation Building Materials Holding Co. LLC Corporate Credit Rating B+/Stable/-- New Rating Foundation Building Materials Holding Co. LLC Senior Secured Term Loan B Due 2025 B+ Recovery Rating 3(60%) FOX PROPERTY: Insurance Premium Financing From General Agents OK'd ------------------------------------------------------------------ The Hon. Robert Kwan of the United States Bankruptcy Court for the Central District of California authorized Fox Property Holdings, LLC, to obtain postpetition insurance premium financing from General Agents Acceptance Corp. to enable the Debtor to finance the payment of its insurance premium for its current property insurance policy. GAAC is granted a first priority lien on and security interest in unearned premiums, return premiums, dividend payments and loss payments under the Debtor's property insurance policy from Northfield Insurance Company, which will be deemed senior to any existing liens, including any lien held by a post-petition lender, and senior to any claims under 11 U.S.C. Sections 503, 506(b) or 507(b). In the event that the Debtor defaults under the terms of the Finance Agreement and fails to cure the default within 10 days after the Debtor and its counsel receive written notice of the default from GAAC, the automatic stay provided by 11 U.S.C. Section 362 will thereupon be terminated without the necessity of a motion, further hearing or order of the Court to permit GAAC to exercise its rights and remedies under the Finance Agreement, including, without limitation, the right to cancel the Policy, and to collect and apply unearned premiums payable under the Policy to the balance owed under the Finance Agreement. The Debtor is the owner of that certain commercial real property located at 340, 392 and 398 West Fourth Street, and 399 North D Street (360-370 West Court Street), in San Bernardino, California, which property bears the following five parcel numbers: 0135-111-09-0-000, 0135-111-10-0-000, 0135-111-11-0-000, 0135-111-16-0-000, and 0135-151-28-0-000. The Property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The Property contains a gross building area (and net rentable area) of approximately 219,000 square feet. To operate and maintain the value of the Property and to protect the Property against losses, it is critical for the Debtor to maintain property insurance coverage. The Debtor currently maintains a property insurance policy for the Property through Northfield Insurance Company. The Policy is effective for a period of 12 months, starting on March 5, 2018, and expiring on March 5, 2019. Coverage under the Policy is currently bound to ensure that there is no interruption in coverage, pending Court approval of the Debtor's request for authority to finance the premium for the Policy. To obtain and maintain the Policy, the Debtor was required to pay the premium for the Policy in the sum of $51,481.64 (including taxes and fees) by March 16, 2018. While the Debtor has obtained court authorization to pay the entire amount of the premium for the Policy up-front, if necessary, using the proceeds of post-petition financing obtained from the Debtor's affiliate, U.S. Longton, Inc., the Debtor has diligently sought financing for the premium so that the Debtor can pay the premium over a period of time and better optimize its cash flow. Fortunately, the Debtor was able to negotiate insurance premium financing for the Policy from General Agents Acceptance Corp. under the terms and conditions set forth in that certain Premium Finance Security Agreement. Pursuant to the Finance Agreement, the Debtor is required to make a cash down payment of $15,481.64 and GAAC will finance the balance of the premium for the Policy, in the sum of $36,015.00, with the financed amount (plus applicable interest and charges) to be repaid through 9 monthly payments of $4,115.06 each, with the last payment due on Dec. 4, 2018. The cash down payment of $15,481.64 and the first monthly installment of $4,115.06 (which were both required to be paid by April 4, 2018) have already been paid. The next monthly installment of $4,115.06 will become due on May 4, 2018. The Finance Agreement comports with standard insurance premium financing arrangements. It provides for the assignment by the Debtor to GAAC of a security interest in "unearned" premiums and dividends which may become payable under the Policy and any loss payments which reduce the "unearned" premiums, subject to any mortgage or loss payee interests. Additionally, GAAC is authorized to cancel the Policy in the event of nonpayment by the Debtor, and collect and apply any returned premium to satisfy the remaining indebtedness. Simply, the Finance Agreement conforms and complies with normal insurance industry practice, and therefore, it would be extremely difficult, if not impossible, for the Debtor to obtain insurance premium financing on an unsecured basis. The fact that the Debtor is unlikely to obtain alternative financing on an unsecured basis has been demonstrated in connection with the Debtor's efforts to obtain post-petition financing, which the Debtor was ultimately able to obtain from an affiliate of the Debtor on an administrative expense priority basis. The Policy is necessary for the Debtor to operate and maintain the Property and to protect the Property against any losses. Unless the insurance premium financing arrangement with GAAC, as set forth in the Finance Agreement, is authorized, permitting the Debtor to maintain insurance coverage thereunder, the Debtor and its primary asset, the Property, will unnecessarily be subjected to substantial risk for losses to the Property which may arise during the course of the Debtor's bankruptcy case. In turn, these potential losses would place the primary asset of the Debtor's estate at risk, and ultimately, may impact the Debtor's ability to continue maintaining the Property (and the value thereof) and to reorganize successfully. Accordingly, the Policy is critical to the preservation of the value of the Property and the Debtor's ability to reorganize in this case. The financing proposed to be obtained from GAAC will not only ensure that the Policy remains in place, it will allow the Debtor to pay the premium for the Policy over a period of time (at a minimum cost -- i.e., the total finance charge under the Finance Agreement is $1,020.54) and will permit the Debtor to better optimize its cash flow. Copies of the request and the court order are available at: http://bankrupt.com/misc/cacb18-10524-60.pdf http://bankrupt.com/misc/cacb18-10524-68.pdf About Fox Property Holdings Fox Property Holdings, LLC, owns a commercial real property in San Bernardino, California. The property consists of various buildings utilized as a school and dormitory campus and is located on approximately 4.66 acres of land. The company's headquarter is located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji Li is the managing member and 100% equity holder of the company. Fox Property Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17, 2018. In the petition signed by Ji Li, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert N. Kwan presides over the case. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel; and Park & Lim as special litigation counsel. FYBOWIN LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Fybowin, LLC dba Rivertowne North Shore dba Rivertowne 337 North Shore Drive Pittsburgh, PA 15212 Business Description: Fybowin, LLC dba Rivertowne is a privately held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. Rivertowne, one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Visit https://www.myrivertowne.com for more information. Chapter 11 Petition Date: May 4, 2018 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Case No.: 18-21803 Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Kelly Esther McCauley, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 200 First Avenue, 3rd Floor Pittsburgh, PA 15222 Tel: 412-618-5602 Fax: 412-618-5597 Email: Kmccauley@wtplaw.com - and - Michael J. Roeschenthaler, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 200 First Avenue, Third Floor Pittsburgh, PA 15222 Tel: 412-618-5601 Fax: 412-618-5596 Email: mroeschenthaler@wtplaw.com - and - Daniel R. Schimizzi, Esq. WHITEFORD, TAYLOR & PRESTON, LLP 200 First Avenue, Floor 3 Pittsburgh, PA 15222 Tel: 412-275-2401 Email: dschimizzi@wtplaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christian Fyke, 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/pawb18-21803.pdf GFL ENVIRONMENTAL: Moody's Cuts CFR to B3, Outlook Now Stable ------------------------------------------------------------- Moody's Investors Service downgraded GFL Environmental Inc.'s (GFL) corporate family rating (CFR) to B3 from B2, probability of default rating to B3-PD from B2-PD, senior secured term loan ratings to Ba3 from Ba2 and unsecured notes ratings to Caa1 from B3. Moody's also assigned Ba3 ratings to the proposed $335 million senior secured term loan and $100 million senior secured delayed draw term loan, both due in 2025 and a Caa1 rating to the proposed $400 million senior unsecured notes due in 2026. The ratings outlook was changed to stable from negative. Moody's will withdraw the Caa1 rating on the existing $500 million 9.875% senior unsecured notes when the refinance transaction closes. Net proceeds from the proposed issuances totaling C$928 million will be used to repay the 9.875% unsecured notes and borrowings under the revolver, and pay fees and expenses (C$171 million), of which C$34 million represent call premium on the 9.875% notes. "The CFR was downgraded because Moody's believes the company's acquisition appetite will keep leverage above 6x on a sustained basis, which is not in line with our expectations for the prior B2 CFR", said Peter Adu, a Moody's Vice President and Senior Analyst. Ratings Downgraded: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD Senior Secured Term Loan B, to Ba3 (LGD2) from Ba2 (LGD2) Senior Unsecured Notes, to Caa1 (LGD5) from B3 (LGD5) Ratings Assigned: Senior Secured Term Loan B, Ba3 (LGD2) Senior Secured Delayed Draw Term Loan B, Ba3 (LGD2) Senior Unsecured Notes, Caa1 (LGD5) Outlook: Changed to Stable from Negative RATINGS RATIONALE GFL's B3 CFR primarily reflects risks with its aggressive acquisition growth strategy together with Moody's expectation that leverage will be sustained above 6x in the next 12 to 18 months (6.6x pro forma for the proposed refinance transaction and acquisitions). The rating also reflects the short time frame between acquisitions and potential for integration risks, lack of a track record and opacity of organic growth, and GFL's ownership by private equity, which hinders deleveraging. The rating considers the company's diversified business model with high recurring revenue supported by long term contracts and its good market position in the stable Canadian non-hazardous waste industry. The rating also recognizes that the company's EBITDA margins compare favorably with those of its investment grade rated industry peers. GFL has adequate liquidity. The company's sources of liquidity total about C$440 million compared to about C$10 million of term loan amortization and an estimated C$200 million to fund potential acquisitions. When the refinance transaction closes, GFL will have no cash and the company's liquidity will be supported by about C$390 million of availability under its C$440 million revolving credit facility due 2021 (includes C$50 million LC facility) and Moody's expected free cash flow of C$50 million in the next four quarters. Moody's expects a significant portion of the company's liquidity to be used to fund future acquisitions. GFL's revolver is subject to leverage and coverage covenants, which Moody's expects will have at least 10% cushion through the next 4 quarters. GFL has limited flexibility to generate liquidity from asset sales as its assets are encumbered. The stable outlook reflects Moody's view that GFL will maintain stable margins and adequate liquidity while integrating newly acquired businesses in the next 12 to 18 months. The ratings could be upgraded if GFL's demonstrates consistent organic revenue growth, maintains good liquidity and sustains adjusted Debt/EBITDA towards 5.5x (pro forma 6.6x) and EBIT/Interest above 1.5x (pro forma 0.5x). The ratings could be downgraded if liquidity weakens, possible due to negative free cash flow generation on a consistent basis, if there is a material and sustained decline in margins due to challenges integrating acquisitions or if adjusted Debt/EBITDA is sustained towards 8x (pro forma 6.6x). The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in April 2018. GFL Environmental Inc., headquartered in Toronto, provides solid waste and liquid waste collection, treatment and disposal solutions and soil remediation services to municipal, industrial and commercial customers in Canada. The company also provides municipal and commercial solid waste and recycling collection services in the US. Pro forma for acquisitions, revenue exceeds C$1.6 billion. GIBSON BRANDS: Bankruptcy Court Approves First-Day Motions ---------------------------------------------------------- Gibson Brands Inc. on May 3, 2018, disclosed that the U.S. Bankruptcy Court has granted, on an interim basis, the Company's first-day motions, which were designed to ensure daily operations continue normally during the Company's pre-negotiated Chapter 11 restructuring. The Court approved, among other motions, the Company's ability to continue paying employee wages and benefits and maintain all customer warranty policies. In addition, the Court authorized the Company's $135 million debtor-in-possession (DIP) financing. The Court also approved the use of the Company's existing cash management systems and bank accounts, allowing the Company to issue payments and honor any outstanding checks, and to pay key trade vendors that sign a vendor support agreement. "[Thurs]day's approval of our first-day motions is encouraging and puts Gibson on a strong footing as we move forward with our reorganization with the support of a majority of our noteholders," said Henry Juszkiewicz, Chairman and Chief Executive Officer of Gibson Brands. "These actions, along with access to new financing, should reassure our employees, customers, dealers, and suppliers that we will continue to maintain daily operations and that it is business as usual for Gibson Brands." With the support of the majority noteholders on the Restructuring Support Agreement and the Plan Term Sheet, the Company anticipates completion of the pre-negotiated process by the fourth quarter 2018. The Company filed its voluntary petitions and plan of reorganization on May 1, 2018, in the U.S. Bankruptcy Court for the District of Delaware in Wilmington. The case number is 18-11025. About Gibson Gibson Brands, one the fastest-growing companies in the music and sound industries, was founded in 1894 and is headquartered in Nashville, TN. Gibson Brands is a global leader in musical instruments, and consumer and professional audio, and is dedicated to bringing the finest experiences by offering exceptional products with world-recognized brands. Gibson has a portfolio of over 100 well-recognized brand names starting with the number one guitar brand, Gibson. Other brands include: Epiphone, Dobro, Valley Arts, Kramer, Steinberger, Tobias, Slingerland, Maestro, Baldwin, Hamilton, Chickering and Wurlitzer. Audio brands include: KRK Systems, TASCAM, Cakewalk, Cerwin-Vega!, Stanton, Onkyo, Integra, TEAC, TASCAM Professional Software, and Esoteric. All Gibson Brands are dedicated to innovation, prestige and improving the quality of life of our customers. Alvarez and Marsal is serving as Gibson's Chief Restructuring Officer; Jefferies LLC is its financial advisor and Goodwin is providing legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel, and PJT Partners is the financial advisor, to the ad hoc group of unaffiliated noteholders that is supporting the Company's restructuring. GOODALE ESTATES: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Goodale Estates, LLC 101 Adams Street Quincy, MA 02169 Business Description: Goodale Estates, LLC is a real estate company that owns in fee simple a property in Marlborough, Massachusetts having a revenue-based valuation of $1.8 million. Chapter 11 Petition Date: May 3, 2018 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 18-11663 Judge: Hon. Joan N. Feeney Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street - Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 Email: madoff@mandkllp.com alston@mandkllp.com Total Assets: $1.80 million Total Liabilities: $1.32 million The petition was signed by Paul F. Ricciardi, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-11663.pdf GREEK BROS: Hires Margaret M. McClure as Counsel ------------------------------------------------ The Greek Bros., Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ the Law Office of Margaret M. McClure, as counsel to the Debtor. Greek Bros. requires Margaret M. McClure to: -- give the debtor legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of the Debtor's business and management of the Debtor's property; and -- perform all legal services for the debtor-in-possession which may be necessary herein. Margaret M. McClure will be paid at these hourly rates: Attorneys $400 Paralegals $150 On April 10, 2018, Margaret M. McClure received a retainer of $25,000 paid by SGI Venture, Inc., an affiliate of the Debtor. Margaret M. McClure will also be reimbursed for reasonable out-of-pocket expenses incurred. Margaret M. McClure, partner at the Law Office of Margaret M. McClure, 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. Margaret M. McClure can be reached at: Margaret M. McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.com About The Greek Bros. The Greek Bros., Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-60017) on April 11, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Margaret M. McClure, Esq., at the Law Office of Margaret M. McClure. HATSWELL FARMS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Hatswell Farms, Inc., as of May 1, according to a court docket. About Hatswell Farms Hatswell Farms, Inc., is an Iowa corporation engaged in farming operations including miscellaneous crop farming. Hatswell Farms, Inc., filed a Chapter 11 petition (Bankr. S.D. Iowa Case No. 18-00859) on April 17, 2018. The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C. JT Korkow d/b/a Northwest Financial Consulting, is its financial advisor. At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. HC2 HOLDINGS: S&P Affirms 'B-' Rating on Sr. Sec. Notes Due 2019 ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issue-level rating on HC2 Holdings Inc.'s senior secured notes due 2019. S&P's '3' recovery rating on the notes is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. HC2 plans to issue a $105 million add-on to its senior secured notes due 2019 to refinance its bridge loans; finance working capital for HC2 and its subsidiaries; and for general corporate purposes, including the financing of future acquisitions and investments. The note add-on does not affect S&P's corporate credit rating on the company, nor does it change its view that the company will maintain a loan-to-value ratio over 60%, based on book values. S&P said, "Our ratings on holding company HC2 reflect our view of the business risk as vulnerable, based on the company's asset mix, which comprises mostly unlisted companies, and weak asset diversity due to the concentration of the portfolio in a few assets, with a weak overall credit quality of the portfolio. In addition, we believe the company will remain highly leveraged." RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario assumes a default in 2020 resulting from subsidiaries' markets entering a severe downturn and the subsidiary companies would lose some of their largest contracts, resulting in significantly depressed earnings and cash flow and ultimately leading to a payment default at HC2. Typically, our recovery analysis for an investment holding company assumes the company defaults when the value of its investment portfolio declines to the amount of its total debt. Upon default, we assume HC2 would sell assets to resolve the default. Given the private nature of its holdings, we would expect a forced sale of its equity interests and apply a 35% haircut to book values to calculate a realizable value. While the company's Global Marine subsidiary is foreign domiciled, we would assume HC2 files in the U.S. because that is where its principal debt obligation is issued." Simulated default assumptions -- LIBOR of 250 basis points -- All debt includes six months of accrued interest -- Simulated year of default: 2020 -- Realization rate of portfolio value: 65% -- Estimated gross enterprise value (EV): $415 million Simplified waterfall -- Net value available to creditors: $395 million -- Collateral value available to secured debt: $252 million -- Secured debt claims: $533 million --Recovery expectations: 50%-70% (rounded estimate: 50%) Ratings List HC2 Holdings Inc. Corporate Credit Rating B-/Stable/-- Ratings Affirmed HC2 Holdings Inc. Senior Secured B- Recovery Rating 3(50%) ILLINI KIDS: Taps Meegan Hanschu as Legal Counsel ------------------------------------------------- Illini Kids Development Company, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Meegan, Hanschu & Kassenbrock as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; investigate and prosecute claims; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Partners $400 Associates $350 Paralegals $125 Meegan received a retainer in the sum of $28,143 from the Debtor. The firm does not hold any interests adverse to the Debtor's estate, creditors or equity security holders, according to court filings. Meegan can be reached through: Anthony Asebedo, Esq. Meegan, Hanschu & Kassenbrock 11341 Gold Express Drive, Suite 110 Gold River, California 95670 Phone: 916-925-1800 Fax: 916-925-1265 About Illini Kids Development Company Illini Kids Development Company, LLC filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Illini Kids Development Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22027) on April 4, 2018. In the petition signed by Kenneth Cruz, managing member, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Christopher D. Jaime presides over the case. INTERVAL ACQUISITION: Moody's May Cut Ba2 Rating on Marriott Deal ----------------------------------------------------------------- Moody's Investors Service placed the ratings of Interval Acquisition Corp ("ILG") on review for downgrade, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 senior unsecured rating. The company's Speculative Grade Liquidity Rating of SGL-2 remains unchanged. The review follows ILG's announcement that it has entered into a definitive agreement to be acquired by Marriott Vacations Worldwide (unrated) in a cash and stock transaction with an implied equity value of $4.7 billion. On Review for Downgrade: Issuer: Interval Acquisition Corp Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba3 Outlook Actions: Issuer: Interval Acquisition Corp Outlook, Changed To Rating Under Review From Stable RATING RATIONALE The review will focus on several items including whether Marriott Vacations will provide a guarantee to ILG's 5.625% senior unsecured notes due 2023 once the transaction closes. The ILG notes contain a change of control provision but Marriott Vacations' management has publicly stated its intention to keep these notes in place. The review will also focus on the leverage of the new combined entity, which is expected to be materially higher than ILG's current leverage, and the qualitative benefits of combining these two companies. Moody's notes that the combined company will have double the net revenue, EBITDA and number of owner families than ILG on a standalone basis. The transaction is expected to close in the second half of 2018, subject to approval by both companies' shareholders and other customary regulatory approvals. ILG, Inc., headquartered in Miami, Florida, is a fully integrated timeshare company which provides membership and leisure services to the vacation industry. It is the parent company of Interval Acquisition Corp and a guarantor of the $350 million senior unsecured notes. It operates under two segments: Exchange and Rental and Vacation Ownership. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. JOSE DIMAS VALADAO: U.S. Trustee Forms Three-Member Committee ------------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, on May 1, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Jose Dimas Valadao and Mary Jane Valadao. The committee members are: (1) VSI Attn: Debra Davis P.O. Box 538 Salida, CA 95368 (2) Netto Ag Inc. Attn: James H. Netto 10044 Flint Avenue Hanford, CA 93230 (3) Overland Stockyard Attn: Julie Belezzuoli 10565 9th Avenue Hanford, CA 93230 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. Jose Dimas Valadao and Mary Jane Valadao filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 18-11166) on March 29, 2018. Riley C. Walter, Esq., serves as the Debtor's bankruptcy counsel. KMC PARTNERS: Hires Nyberg Bendes as Attorney --------------------------------------------- KMC Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Kornfield Nyberg Bendes Kuhner & Little, P.C., as attorney to the Debtor. KMC Partners requires Nyberg Bendes to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and the continued operation of its business and management of its property; b. prepare on behalf of the Debtor, as debtor-in-possession, the necessary applications, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary in the bankruptcy case. Nyberg Bendes will be paid at these hourly rates: Attorneys $375 to $450 Paralegals $90 Nyberg Bendes will be paid a retainer in the amount of $20,000, plus $1,717 filing fee. The source of the funds came from Paul Winkler who is the Managing Member of KMC Partners, LLC. Mr. Winkler also is the holder of an unsecured claim in the amount of $21,980. Mr. Winkler is also a guarantor of certain obligations owing to Boston Private Bank and Perogeux, LLC. Prior to the filing of the bankruptcy, Kornfield Nyberg incurred $3,640 in fees and costs of $23.67 for pre-filing bankruptcy work and were paid these fees from the retainer before the case was filed leaving a retainer balance of $16,336.33. Nyberg Bendes will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Nyberg, a partner at Kornfield Nyberg, 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. Nyberg Bendes can be reached at: Eric A. Nyberg, Esq. KORNFIELD NYBERG BENDES KUHNER & LITTLE, P.C. 1970 Broadway, Suite 225 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 About KMC Partners KMC Partners, LLC, listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 10 and 14 Glory Court Napa, CA 94558. KMC Partners, LLC, based in Pleasanton, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 18-40938) on April 23, 2018. The Hon. Roger L. Efremsky presides over the case. Eric A. Nyberg, Esq., at Kornfield Nyberg Bendes Kuhner & Little, P.C., serves as bankruptcy counsel. In the petition signed by Paul Winkler, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. L.S.R. INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: L.S.R., Inc. dba Brickstreet Artifacts dba Brass Tree dba Sycamore Inn 213 West 2nd Avenue P O Box 1348 Williamson, WV 25561 Business Description: L.S.R., Inc. owns a motel building with improvements located at 201 West 2nd Avenue Williamson, West Virginia. Chapter 11 Petition Date: May 2, 2018 Case No.: 18-20221 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Hon. Frank W. Volk Debtor's Counsel: James M. Pierson, Esq. PIERSON LEGAL SERVICES PO Box 2291 Charleston, WV 25328 Tel: (304) 925-2400 E-mail: jpierson@piersonlegal.com Total Assets: $1.02 million Total Liabilities: $1.55 million The petition was signed by Doyle R. VanMeter II, 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/wvsb18-20221.pdf LAURA ELSHEIMER: Must File Bid to Assume/Assign Unexpired Leases ---------------------------------------------------------------- Judge Christopher Panos of the U.S. Bankruptcy Court for the District of Massachusetts ordered Laura Elsheimer, LLC to file a motion to assume and assign unexpired leases within seven days of the date of the Order, serving all counterparties to such leases. About Laura Elsheimer LLC Headquartered in Hudson, Massachusetts, Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41842) on Oct. 11, 2017, estimating its assets and liabilities at between $500,001 and $1 million. Michael Van Dam, Esq., at Van Dam Law LLP, serves as the Debtor's bankruptcy counsel. LE CENTRE ON FOURTH: Hires Mark D. Foster as Special Counsel ------------------------------------------------------------ Le Centre on Fourth LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ the Law Office of Mark D. Foster, as special tax counsel to the Debtor. Le Centre on Fourth requires Mark D. Foster to: -- represent the Debtor as debtor-in-possession in connection with the New Markets Tax Credit project in Louisville, Kentucky; and -- consult on the Debtor's Historic Tax Credits and New Markets Tax Credits issues. Mark D. Foster will be paid at the hourly rate of $450. Mark D. Foster will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Foster, a partner at the Law Office of Mark D. Foster, 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. Mark D. Foster can be reached at: Mark D. Foster, Esq. LAW OFFICE OF MARK D. FOSTER 4835 Freeway, Suite 424 Dallas, TX 75244 Tel: (214) 363-9599 Fax: (214) 363-9551 About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. CRO Ian Ratner signed the petition. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LIKLON GROUP: Needs More Time To Exclusively File Ch 11 Plan ------------------------------------------------------------ Liklon Group LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the exclusivity period(s) to file the outstanding Chapter 11 plan through and including May 30, 2018, without prejudice to the Debtor's right to seek additional extensions of the same. The outstanding Chapter 11 plan is currently due on or before April 30, 2018. The Debtor is currently engaged in substantive discussions with a lender that would sufficiently fund a reorganization plan. The Debtor says that granting its request by extending the exclusivity period(s) to file a Chapter 11 plan will make certain that the Debtor is afforded a full and fair opportunity to propose the same and solicit acceptances of the plan without interrupting its business operations. The Debtor assures the Court that extending the exclusivity period(s) to file a Chapter 11 plan will not prejudice creditors or other interested parties and would, in fact, be in their best interests. A copy of the court order is available at: http://bankrupt.com/misc/paeb17-18133-41.pdf About Liklon Group Based in Philadelphia, Pennsylvania, Liklon Group LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 16-18133) on Dec. 4, 2017, listing under $1 million in assets and liabilities. The Debtor is represented by Alex Moretsky, Esq., at Moretsky Law Firm as counsel. LSB INDUSTRIES: S&P Ups Corp Credit Rating to CCC+, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Oklahoma City, Oklahoma-based LSB Industries Inc. to 'CCC+' from 'CCC'. The outlook is stable. S&P said, "We are also raising our issue-level rating on the company's new $400 million senior secured notes due 2023 to 'CCC+' from 'CCC'. The recovery rating remains '4', indicating expectations for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. "At the same time we are withdrawing our rating on the company's $375 million senior notes due 2019, as they have been fully redeemed. "The upgrade reflects our view of the improvement in LSB's overall operations for 2017 and the first quarter of 2018 and the completed refinancing of its $375 million senior secured notes due August 2019, which eliminates near-term refinancing risks. Although the company's operating results have improved over the past few quarters, it continues to experience operational issues at both its El Dorado and Pryor plants, and we believe leverage metrics will remain unsustainable for the next year. Given the company's track record, we believe unexpected operational issues are possible, which could have a significant impact on profitability and liquidity measures over the next 12 months. "The stable outlook reflects our view that LSB will continue to improve profitability and operating results; however, we still expect the company to experience operational issues and we continue to view their leverage as unsustainable. We expect leverage to remain high with debt/EBITDA in the high-single digits over the next 12 months. We assume that operating conditions will improve modestly as the global nitrogen market rebounds. Our stable outlook does not consider any large debt-funded acquisitions or shareholder rewards. "We could lower the rating within the next year if significant operating problems occur at any of the company's facilities or if we don't see the anticipated improvement in 2018 operating performance, which we factor into our base-case assumptions. In this scenario, we envision that liquidity would weaken further. Although we believe LSB has liquidity to fund its interest payments, we see a risk that if the company experiences any significant operational issues over the next few quarters, they could skip an interest payment. We could also take a negative rating action if the company consistently generates negative free cash flow. Additionally, we could consider a lower rating if the company funds shareholder rewards or acquisitions with additional debt. "We could raise the ratings within the next year if the company improves leverage, either through debt reduction or greater than expected operating performance, such that debt to EBITDA improves to below 7x. Before considering a higher rating, we would need to believe such improvement is sustainable and that their operational issues are behind them, allowing them to continue to improve EBITDA. In such a scenario, we would expect the company's liquidity sources to exceed its uses by at least 1.2x. To raise the ratings, we would also need to expect no significant increases to the company's capital spending plans or increased debt to fund further growth or returns to shareholders." M2 SYSTEMS CORPORATION: Hires Forefront CPA as Accountant --------------------------------------------------------- M2 Systems Corporation seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Forefront CPA, PLLC, as accountant to the Debtor. M2 Systems Corporation requires Forefront CPA to: a. prepare the Debtor's 2017 tax returns, Federal Form 1120, and Florida Form 1120 and related documents for the Debtor; b. prepare the 2018 Florida Tangible Personal Property Tax Return; c. assist in the quarterly meetings to discuss financial statements, cashflow, tax planning, and any other financial issues of concern to the Debtor; d. provide monthly Quick Books clean up and tie-down and adjusting journal entries; and e. prepare the Monthly Financial Report required by the Bankruptcy Court from the Debtor's Quick Books. Forefront CPA will be paid at the monthly rate of $1,706. Forefront CPA will also be reimbursed for reasonable out-of-pocket expenses incurred. Dana C. Bial, member and sole owner of Forefront CPA, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Forefront CPA can be reached at: Dana C. Bial FOREFRONT CPA, PLLC 1401 Town Plaza Court, Suite 1020 Winter Springs, FL 32708 Tel: (407) 439-1150 E-mail: dbial@forefrontcpa.com About M2 Systems Corporation M2 Systems Corporation -- https://www.m2-corp.com/ -- provides computer automated solutions for practical business problems utilizing technology serving the financial, healthcare, retail, security, transportation, logistics and telecommunications industries. It specializes in developing, marketing and implementing transaction technologies for both established and emerging markets as well as creating outlets for licensing and operating its solution sets. M2 Systems was founded in 1986 and is headquartered in Maitland, Florida. M2 Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-01339) on March 12, 2018. In the petition signed by Joseph W. Adams, CEO and director, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Latham, Shuker, Eden & Beaudine, LLP, is the Debtor's bankruptcy counsel. MICROCHIP TECHNOLOGY: Gets Fitch 'BB+' Rating on Microsemi Deal --------------------------------------------------------------- Fitch Ratings has assigned first-time ratings to Microchip Technology, Inc. (Microchip), including a 'BB+' Long-term Issuer Default Rating (IDR) and 'BBB-'/'RR1' senior secured term loan B (TLB) rating. The Rating Outlook is Stable. Fitch's actions affect $9.6 billion of total debt, including the $2 billion senior secured TLB and $3.1 billion undrawn RCF. Microchip will issue $2 billion of senior secured TLB and use net proceeds to partially fund the pending $10.1 billion acquisition of Microsemi Corp. (Microsemi). The TLB will be secured by substantially all of the combined company's assets and pari passu with Microchip's existing senior secured RCF. Fitch anticipates Microchip will fund the majority of the acquisition with debt, likely resulting in total leverage (total debt to operating EBITDA) near 5x at deal close, excluding projected revenue and cost synergies. Fitch forecasts Microchip will use $1.5 billion of post-close annual FCF largely for debt reduction, which should result in total leverage near 3x within the 24-months post-close. The ratings and Outlook reflect Fitch's expectations for solid operating performance, including mid-cycle revenue growth of at least mid-single digits from secular demand in automotive, industrial and, pro forma for the acquisition, defense and aerospace (A&D), communications and data center markets. Operating leverage combined with the achievement of $300 million of revenue and cost synergies targets within three years post-close should enable Microchip to maintain industry leading profit margins and drive FCF sufficient to prepay acquisition-related debt. KEY RATING DRIVERS Meaningful revenue diversification: The addition of Microsemi increases end market and product diversification, resulting in less uneven operating results through the cycle. Microsemi increases communications and data center, computing and A&D end market exposure but also adds to Microchip's already meaningful industrial end market sales. The deal also strengthens Microchip's solutions systems capabilities with high voltage power management, high-reliability discretes, storage and field programmable gate array products while reducing customer concentration. Secular Addressable Market Growth: In aggregate, target end markets are growing in the mid- to high-single digits (roughly 2x the rate of the broader semiconductor market), supporting solid long-term revenue growth. Unit production should continue increasing across most end markets within the context of a favourable macroeconomic environment but Fitch expects increasing electronics content in automobiles, data centers, smart phones and internet of things (IoT)-enabled devices should support semiconductor growth through a normalized business cycle. Industry Leading Profitability: Fitch believes Microchip's target end markets and proprietary embedded solutions drive longer product life cycles and greater demand visibility, leveraging Microchip's in-house manufacturing, assembly and test strategy to drive industry-leading profit and cash flow margins. The realization of $300 million of revenue and synergies from the elimination of redundancies and internalization of Microsemi's largely outsourced production will offset Microsemi's lower standalone profit margins. Fitch expects operating EBITDA and FCF margins in the low- to mid-40s and mid- to high-20s, respectively, through the forecast period, versus mid-30s and high teens historically. Historically Acquisitive: Given ongoing semiconductor industry consolidation and that both Microchip and Microsemi have historically been acquisitive, at times weighing on their respective credit profiles, incremental acquisitions remain a concern. Nonetheless, Microsemi is Microchip's largest acquisition to date and will require significant management focus. As a result, Fitch believes significant incremental acquisitions are less likely over the next two to three years and any transactions beyond that horizon are more likely to be mostly organically funded, given the company's stronger combined FCF profile. Investment Grade Leverage Target: Fitch expects Microchip will use FCF for debt reduction and focus on delevering from the Fitch estimated roughly 5x total leverage (excluding target cost synergies) at deal close. However, Fitch's expectations for roughly $1.5 billion of annual FCF and the achievement of $300 million of targeted revenue and cost synergies will enable Microchip to reduce total leverage to near 3x in the two-years post close. DERIVATION SUMMARY Fitch believes Microchip is well positioned for the rating, given its strong positions in secular growth markets driving expectations for solid top line growth and industry leading profitability. Certain of Microchip's peers are higher rated, including Samsung Electronics Co., Ltd. (AA-/Stable) and Texas Instruments (A+/F1/Stable), due to stronger financial flexibility from FCF scale and more conservative financial policies, including a greater focus on organic growth. Growing annual FCF should enable Microchip to improve credit protection measures over the post close 24 month time frame. Fitch believes Microchip could migrate to investment grade over the intermediate-term in the absence of incremental leveraging acquisitions. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch's Rating Case for Microchip --At least mid-single digit revenue growth through the forecast period, driven by solid secular demand; --Operating leverage and achievement of targeted revenue and cost synergies offset Microsemi's lower standalone profit margins to remain largely flat to current levels through the forecast period; --Modest dividend growth combined with solid profitability results in $1.5 billion of annual FCF available to prepay debt; --No acquisitions over the next two to three years, enabling the company to focus on Microsemi integration and delevering. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action --Fitch's near-term expectations for total leverage sustained below 2.5x. --Microchip achieves target deal synergies, resulting in profit margin expansion from standalone levels. Developments that May, Individually or Collectively, Lead to Negative Rating Action --Expectations for total leverage sustained above 3x from less than anticipated debt reduction or failure to achieve target revenue and cost synergies. --Microchip makes incremental debt-financed acquisitions or repurchases shares in excess of Fitch's forecast. LIQUIDITY Adequate Package of Liquidity: Pro forma for the acquisition, Fitch believes Microchip's package of liquidity will be adequate. Fitch expects Microchip will use a portion of its then existing cash balances to fund a portion of the Microsemi acquisition but that cash and Fitch forecasted $1.5 billion of annual FCF will be more than sufficient to fund operations while facilitating pre-payable debt reduction. As of Dec. 31, 2017, Microchip's liquidity consisted of: i) $2 billion of cash, cash equivalents and short- and long-term investments ($1.4 billion of which was located outside the U.S.) and ii) a $3.1 billion undrawn RCF expiring Feb. 4, 2020. FULL LIST OF RATING ACTIONS Microchip Technology, Inc. --Long-term IDR at 'BB+'; --Senior secured revolving credit facility (RCF) at 'BBB-'/'RR1'; --Senior secured term loan B (TLB) at 'BBB-'/'RR1'. The Rating Outlook is Stable. The recovery ratings reflect Fitch's expectation of superior recovery for the senior secured debt. MONGE PROPERTY: Hires Simon Resnik as Counsel --------------------------------------------- Monge Property Investments, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Simon Resnik Hayes LLC, as counsel to the Debtor. On April 9, 2018, an Order Granting Motion to Withdraw Valensi Rose, PLC's, as counsel was entered. The Debtor filed the substitution of attorney on April 13, 2018. Monge Property requires Simon Resnik to: a. advice and assist the Debtor regarding compliance with the requirements of the United States Trustee ("UST"); b. advice regarding matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advice regarding cash collateral matters with respect to the Debtor's real properties; d. conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advice concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; g. make any appearances in the Bankruptcy Court on behalf of the Debtor; and h. take such other action and to perform such other services as the Debtor may require. Simon Resnik will be paid at these hourly rates: Partners $385 to $485 Associates $325 Paralegals $135 Simon Resnik will be paid a retainer in the amount of $10,000. Simon Resnik will also be reimbursed for reasonable out-of-pocket expenses incurred. Roksana D. Moradi-Brovia, a partner at Simon Resnik Hayes, 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. Simon Resnik can be reached at: Matthew D. Resnik, Esq. Roksana D. Moradi-Brovia, Esq. SIMON RESNIK HAYES LLP 15233 Ventura Blvd., Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 827-4919 E-mail: matthew@SRHLawFirm.com roksana@SRHLawFirm.com About Monge Property Investments Monge Property Investments, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-29275) on May 31, 2012. In the petition signed by Ruben Monge, Jr., president, the Debtor estimated assets in the range of $1 million to $10 million and up to $500,000 in debt. Judge Thomas B. Donovan is assigned to the case. On April 9, 2018, an order granting a motion to withdraw Valensi Rose, PLC, as counsel was entered. The Debtor filed the substitution of attorney on April 13, 2018. Simon Resnik Hayes LLC, is presently serving as counsel to the Debtor. MOSADI LLC: Wants Plan Confirmation Deadline Moved -------------------------------------------------- Mosadi, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a corrective motion for extension of the deadline for confirmation of the Debtor's plan of reorganization. As reported by the Troubled Company Reporter on Jan. 17, 2018, the Debtor's Chapter 11 came on for status conference on Dec. 14, 2017. At the Status Conference, the U.S. Bankruptcy Court for the Middle District of Florida reviewed the nature and size of the Debtor's business, the overall status of the case and considered the respective positions of the parties represented at the Status Conference. Based on that review, the Court has determined that it is appropriate in this case to implement procedures governing the filing of a plan of reorganization and disclosure statement to ensure that this case is handled expeditiously and economically. Accordingly, the Court ordered the Debtor to file a Plan and Disclosure Statement on or before March 1, 2018. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to Section 1112(b)(1) of the Bankruptcy Code. On March 22, 2018, the Debtor filed its Disclosure Statement and Plan of Reorganization. On March 23, 2018, the Court entered its order conditionally approving Disclosure Statement, Fixing Time to File Objections to the Disclosure Statement, Fixing Time to File Applications for Administrative Expenses, Setting Hearing on Confirmation of the Plan, and Setting Deadlines with Respect to Confirmation Hearing setting the Confirmation Hearing for May 1, 2018. Pursuant to 11 U.S.C. Section 1129(e), the Court must confirm a plan no later than 45 days after the plan is filed, unless the time for confirmation is extended in accordance with 11 U.S.C. Section 1121(e)(3). To receive an extension under Section 1121(e)(3), the Debtor, amongst other things, must demonstrate to the Court that it is more likely than not that the Court will confirm a plan within a reasonable amount of time. Classes 1 and 3 already voted to accept the Plan. The Debtor is hopeful that it will ultimately be able to reach a resolution with its Class 3 claimants. Ultimately, the Debtor could confirm the Plan over the objections of the Class 3 claimants. However, the Debtor would much prefer to reach consensual treatment. A copy of the corrected motion is available at: http://bankrupt.com/misc/flmb17-09328-50.pdf About Mosadi LLC Headquartered in Tampa, Florida, Mosadi, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-09328) on Nov. 1, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. NATIONS FIRST: Needs More Time to Negotiate With Committee ---------------------------------------------------------- Nations First Capital, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California to extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptances of the plan through and including Sept. 4, 2018, and Nov. 5, 2018, respectively. A hearing on the Debtor's request will be held on May 29, 2018, at 10:30 a.m. The current exclusive plan filing deadline is June 6, 2018, while the current solicitation deadline is Aug. 6. The Debtor expects and hopes to have the Plan on file well before the requested Sept. 4, 2018 deadline. If a Plan is on file prior to the hearing on this request, the Debtor may modify the motion at the hearing to only request that the Court extend the time to obtain acceptances for the Plan. However, the motion is without prejudice to the Debtor's right to seek further extensions of the exclusivity expiration dates. Although a court need not find the existence of each and every one of these factors to justify an extension of the Exclusive Periods, taken as a whole, these factors favor granting the Debtor its requested extension of the Exclusive Periods. While the Debtor's case is not large in terms of operations, it is large in terms of the amount of unsecured debt that is being restructured. The unsecured debt exceeds $38 million. The Debtor's proposed Plan is complex and resolution of the Debtor's bankruptcy case depends upon the negotiation of a consensual plan with the Committee. The Debtor's emergence from Chapter 11 depends upon a consensual plan that restructures the unsecured debt. A summary of the Plan including the TopMark business plan was filed with the Court with the Debtor's first status conference statement. A draft Plan has been circulated to the Committee and its counsel, along with the TopMark business plan. However, the Committee has not had a sufficient chance to evaluate the Plan and provide the Debtor with its support before this motion had to be filed. The Debtor believes it and the Committee are making good faith progress toward reorganization and prospects of a viable plan support granting the requested short extension. The Debtor is paying its debts as post-petition debts as they come due and creditors will not be harmed by the Court granting the requested extension. The request for an extension of the exclusive periods comes just three months after the commencement of the Debtor's bankruptcy case. Further, the Committee has had a mere four weeks of existence and only approximately two weeks with employed counsel. The relatively short period of time from the time the Committee was appointed favors the requested 90-day extension of the exclusive periods. A copy of the Debtor's request is available at: http://bankrupt.com/misc/caeb18-20668-101.pdf About Nations First Capital Nations First Capital, LLC, dba Go Capital, headquartered in Roseville, California, specializes exclusively on providing capital on semi-trucks and trailers. The Company provides unique solutions customized to answer the specific needs of the trucking industry. Its services most of the credit spectrum with an expertise in challenged credit and owner operator business. Nations First Capital, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 18-20668) on Feb. 7, 2018. In the petition signed by James Daniel Summers, managing director, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Christopher M. Klein presides over the case. Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, is the Debtor's bankruptcy counsel. NEW ENGLAND CONFECTIONERY: Bids for Assets Due May 18 ----------------------------------------------------- Harry B. Murphy, Esq., at Murphy & King, who is serving as Chapter 11 trustee for New England Confectionery Company, is accepting bids for the purchase of the company's assets until May 18, 2018. The Boston Globe reported that a bankruptcy auction is scheduled for May 23. According to the case docket, a sale hearing is scheduled for May 23, 2018, at 1:30 p.m. To qualify, the cash bids must be at least $13,961,900, Katheleen Conti, writing for The Boston Globe, reported. According to the Boston Globe, Mr. Murphy negotiated with Gordon Brothers to have it remain as the initial bidder and, if it is successful at the auction, operate the company through Nov. 30. Mr. Murphy also negotiated a lease extension up to Nov. 30 with Necco's landlords, Atlantic Management Corp. and VMD Cos, to allow the company under new ownership to continue to remain in its American Legion Highway headquarters, the report added. The lease, originally scheduled to expire in August, is about $300,000 a month, the Trustee said, according to the report. The Globe recounted that Necco had asked the Bankruptcy Court for permission to forgo the auction process so it could complete a $13.3 million private sale of its assets to Gordon Brothers. Necco argued that going through an auction would likely not yield a better offer than the one put forth by Gordon Brothers. It also said an auction could cause Gordon Brothers to walk away from the deal. The court disagreed and in April authorized the appointment of Mr. Murphy as Chapter 11 trustee. Gordon Brothers is currently working on the closing and liquidation of Toys 'R' Us. The Globe also reported that Michael McGee, Necco's chief executive, notified state officials and Revere's mayor in March that the company would lay off about 400 workers and executives if it couldn't find a buyer by May. In a court filing, McGee said that as of April 17, Necco had 232 full-time employees, mostly in its Revere headquarters. He said in the filing that the company had incurred "substantial" debt with liabilities exceeding $152 million. The Globe also said Necco's former chief executive Al Gulachenski indicated in April that he'd like to buy the company by way of a crowdfunding campaign to raise $20 million that would at least keep part of Necco in business. At last check, the campaign had raised $4,320. Mr. Gulachenski did not return a call for comment about the auction, but he has called his effort "a tall order," according to the report. About Necco NECCO Holdings, Inc. and New England Confectionery Company, Inc. -- http://www.necco.com/-- are a producer and supplier of candy products. Creditors Americraft Carton, Inc. of Prairie Village, Kansas; Ungermans Packaging Solutions of Fairfield, Iowa; and Genpro, Inc. of Rutherford, New Jersey, filed an involuntary Chapter 7 petition against New England Confectionery Company, Inc. (Bankr. D. Mass. Case No. 18-11217) on April 3, 2018. The case was converted to a voluntary Chapter 11 bankruptcy petition on April 17, 2018. In its petition, Necco estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The petition was signed by Michael McGee, its president. Judge Melvin S Hoffman presides over the case. Necco hired Scott H. Moskol, Esq., Tal Unrad, Esq., and William V. Sopp, Esq., at Burns & Levinson LLP, as counsel. The three petitioning creditors claimed they were owed more than $1.6 million. Americraft Carton is represented by Christopher M. Candon, Esq., at Sheehan Phinney Bass + Green PA. Ungermans Packaging Solutions is represented by John J. Dussi, Esq., at Cohn & Dussi, LLC. Genpro is represented by Joseph L. Schwartz, Esq., at Riker, Danzig, Sherer, Hyland & Perretti. The Court appointed Harry B. Murphy, Esq., at Murphy & King, as Necco's Chapter 11 trustee. He has engaged his own firm as counsel and Verdolino & Lowey, P.C. as financial advisor. NIGHTHAWK ENERGY: Files Chapter 11 Bankruptcy Petition in Delaware ------------------------------------------------------------------ Nighthawk Energy plc, the US focused oil development and production company, on May 1 disclosed that it has filed for protection under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company's first-tier U.S. subsidiary, Nighthawk Royalties LLC, also filed for Chapter 11 protection. With reference to the Company's 20 April 2018 announcement, on April 19, 2018, the Company received a notice of default from the Commonwealth Bank of Australia ("CBA") relating to its April 18, 2018 deadline for a definitive agreement of sale or restructure as set forth in the 9th Amendment. Consequently, the Company is subject to possible remedial actions by CBA that may include foreclosure or other recourse against assets of the Company and its U.S. subsidiaries. It is, however, the Company's belief that CBA will continue to allow the Company to pursue in good faith its plan of restructure or asset sale on or before June 1, 2018. The Company has therefore acted in filing for protection under Chapter 11 in order to preserve its ability to pursue the asset sale or other restructuring proposals. Additionally, with reference to the Company's April 20, 2018 announcement, the Company has entered into a non-binding letter of intent with one of the parties identified by its investment banker to explore the possibility of an asset purchase on or before the maturity date of its credit agreement with CBA of June 1, 2018. Whilst there can be no certainty the Company will proceed with the asset sale route, it is likely that any such sale would be effectuated through an additional future voluntary Chapter 11 bankruptcy filing by its U.S. operating unit, Nighthawk Production LLC (which has not, to date, filed for protection under Chapter 11), and would yield no residual value for shareholders whose interests are subordinated to the claims of creditors and expenses of administration. The Company remains open to discussions with its major stakeholders regarding a possible alternative proposal for restructuring the CBA Loan and a recapitalization of the Company. The Company continues to meet all its operating and financial obligations on a timely manner and its current cash position is approximately $2,000,000 (following receipt of the most recent monthly net production revenue), all of which remains subject to the lien held by CBA. This amount is sufficient to maintain its current operating level and cover all these expenses, save for the repayment of the CBA Loan principal through the anticipated restructuring process. In Chapter 11 the Company operates under the protection and exclusive jurisdiction of the Delaware bankruptcy court, with authority for its existing board of directors and management to conduct and transact business in the ordinary course. Transactions outside the ordinary course, such as a proposed sale of assets under section 363 of the US Bankruptcy Code, require approval of the Delaware bankruptcy court upon notice to creditors, shareholders and other parties in interest. At the request of the Company, trading on AIM of the Company's ordinary shares will be suspended from 07:30 a.m. (London time) on May 1, 2018, pending clarification of its financial position. Nighthawk Energy (AIM: HAWK and OTCQX: NHEGY) -- http://www.nighthawkenergy.com-- is an independent oil and natural gas company operating in the Denver-Julesburg (DJ) Basin of Colorado, USA. NORTHSTAR FINANCIAL: Moody's Assigns B3 CFR on FTJ Acquisition -------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to NorthStar Financial Services Group, LLC in connection with the pending acquisition of FTJ FundChoice, LLC. Moody's also assigned a B2 to NorthStar's proposed $325 million senior secured 1st lien credit facility ($35 million revolver, $290 million term loan) and a Caa2 to its $115 million 2nd lien term loan. The rating outlook is stable. Proceeds from the new debt issuance and equity from funds affiliated with private equity sponsor, TA Associates Management, L.P., will be used to purchase privately-held FTJ, refinance roughly $140 million of existing debt, and pay transaction fees and expenses. Rating actions for NorthStar Financial Services Group, LLC: Corporate Family Rating (CFR) -- Assigned B3 Probability of Default Rating -- Assigned B3-PD Proposed $35 million Gtd sr secured 1st lien revolver due 2023 -- Assigned B2 (LGD3) Proposed $290 million Gtd sr secured 1st lien term loan due 2025 -- Assigned B2 (LGD3) Proposed $115 million Gtd sr secured 2nd lien term loan due 2026 -- Assigned Caa2 (LGD5) Outlook is Stable The transaction is expected to close by the end of May 2018. Rating assignments remain subject to Moody's review of the final transaction terms and conditions. RATINGS RATIONALE The B3 CFR reflects NorthStar's high financial leverage, intense competition among financial services providers, partial exposure to capital markets volatility for roughly 50% of revenues, and its small scale relative to larger competitors across each of the company's four operating segments which collectively provide cloud-based, SaaS platform technology solutions and other services to wealth managers and asset managers in the U.S. Debt to EBITDA at closing is high at 7.2 times, including Moody's standard adjustments and pro-forma for non-recurring items, nominal expense synergies, and a portion of estimated run-rate adjustments for new client wins. Based on NorthStar's track record and sector tailwinds, Moody's expects annual revenue and cash flow growth in the mid to high single digit percentage range will improve credit metrics with adjusted debt to EBITDA approaching 6.5 times over the next 12-18 months and adjusted free cash flow to debt being sustained in the mid-single digit percentage range. The acquisition of FTJ provides NorthStar with a fourth business operation and an additional entry into the Turnkey Asset Management Program (TAMP) market. TAMP's provide independent advisors with new technology platforms to support their independent operations. Wealth and asset management professionals have been shifting to the registered investment advisor (RIA) model from the traditional wirehouses (e.g. Morgan Stanley, Merrill Lynch, UBS) due to better economics of operating independently. In addition, potential regulation expected to be implemented in 2019 would impose additional compliance and scrutiny on commissioned-based advisors, further supporting the trend for professionals to transition to being fee-based RIA's. Post-acquisition, NorthStar's ratings will be supported by (1) recurring fees for more than 90% of total revenues, and (2) the ongoing trend for advisors to leave traditional wirehouses and become RIA's who are in need of adopting new technology platforms increasingly provided by a TAMP. Moody's notes that integration risks are mitigated given FTJ has been working with two of NorthStar's segments, Orion and CLS, for over 10 years and key individuals at FTJ are being retained as part of NorthStar senior management. In addition, CLS and FTJ are already running on the Orion technology chassis. Moody's expects liquidity will be good over the next 12 months with free cash flow of more than $20 million (over 5% adjusted fcf/debt) providing good coverage of $2.9 million annual 1st lien term loan amortization. Moody's expects initial cash balances of roughly $5 million to grow each fiscal quarter with the potential for annual excess cash flow recapture being applied to reduce 1st lien term loan outstandings. There has been little seasonality in revenue and cash flow, and annual working capital needs are expected to be $5 million or less. Ratings for the 1st lien term loan and revolver (B2, LGD3) are one notch above the corporate family rating reflecting their position ahead of the 2nd lien term loan, as well as the company's overall probability of default (B3-PD) and Moody's expectation for an average family recovery in a default scenario. The 2nd lien term loan is rated Caa2 (LGD5), two notches below the CFR reflecting its position behind the 1st lien facilities. There is no scheduled amortization on the 2nd lien facility. The revolver as well as the 1st and 2nd lien term loans will be supported by guarantees and liens on substantially all assets of the company. NorthStar Financial Services Group, LLC is a series LLC consisting of three series. Each series entity will be a borrower under the credit agreements with funded debt being allocated among the entities. Each borrower will also be a guarantor of the obligations of each other borrower. The credit facilities will have a downstream guarantee from NorthStar Topco, LLC (also a series LLC). The stable rating outlook reflects Moody's expectations for continued revenue growth in the mid to high single digit percentage range supported by an increase in RIA's and growth in overall assets under administration/assets under management consistent with stable U.S. capital markets. The outlook also incorporates Moody's expectation that NorthStar's adjusted debt to EBITDA will improve to 6.5 times or better over the next 12 to 18 months with free cash flow to debt being sustained in the mid-single digit percentage range. Ratings could be upgraded if revenues continue to grow in the high single digit percentage range, and if cash flow growth and debt repayment lead to adjusted debt to EBITDA approaching 6.0 times. An upgrade would also require maintaining good liquidity including adjusted free cash flow to debt in the mid to high single digit percentage range and good revolver availability. Given the company's high financial leverage, there would be downward pressure on ratings if revenue growth were to consistently fall below the mid-single digit percentage range reflecting intense competition or below expected increases in assets under administration/assets under management. Ratings could be downgraded if Moody's expects adjusted debt to EBITDA will remain elevated due to underperformance, or if liquidity deteriorates indicated by limited revolver availability or declining free cash flow. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. NorthStar Financial Service Group, LLC, with headquarters in Omaha, provides end-to-end technology solutions and other services to wealth managers and asset managers in the U.S. with over $680 billion in assets under administration or under management as of March 2018. Pro forma for the pending acquisition of FTJ FundChoice, NorthStar generates annual revenue of more than $190 million. NORTHSTAR TOPCO: S&P Assigns 'B' Rating on Debt Refinancing ----------------------------------------------------------- NorthStar TopCo LLC (NorthStar), an Omaha, Neb.-based provider of technology and outsourced services to wealth managers and asset managers, has entered into a definitive agreement to acquire FTJ FundChoice LLC (FTJ), a leading independent Turnkey-Asset Management Program (TAMP). The company will issue a new $290 million first-lien term loan, new $35 million revolving credit facility, and a new $115 million second-lien term loan. It will use the proceeds to fund the purchase of FTJ and refinance existing debt. S&P Global Ratings assigned its 'B' corporate credit rating to NorthStar TopCo LLC. The outlook is stable. S&P said, "We also assigned our 'B+' issue-level rating and '2' recovery rating to the NorthStar Financial Services Group LLC's senior secured credit facilities, which consist of a $35 million revolving credit facility maturing in 2023 and $290 million term loan maturing in 2025. The '2' recovery rating indicates our expectation for substantial recovery of principal (70% to 90%, rounded estimate: 70%) in the event of default. "In addition, we assigned our 'CCC+' issue-level rating and '6' recovery rating to NorthStar Financial Services Group LLC's $115 million second-lien term loan maturing in 2026. The '6' recovery rating indicates our expectation for negligible recovery of principal (0% to 10%; rounded estimate: 0%) in the event of default. "Our 'B' corporate credit rating on NorthStar represents our view of the relatively fragmented technology outsourcing market for wealth managers, its small scale relative to other similarly-rated companies, exposure to fluctuations in the equity markets, and high pro forma leverage around 7x at transaction close. Partially offsetting these factors are the company's recurring revenues base of about 95% of total revenues and positive industry dynamics. "The stable outlook on NorthStar reflects our expectation for low-teens organic revenue growth and modest margin expansion through improved revenue mix and cost synergies over the next 12 months. We anticipate leverage around 7x at transaction close, but for EBITDA growth to drive leverage down to the mid-6x range by year-end 2019. We expect NorthStar to successfully integrate FTJ without any major hiccups, and also project continued growth in the wealth management market, with the company maintaining its competitive position. "We could consider a downgrade over the next 12 months if we project leverage to rise and be sustained above 7.5x. This could occur if equity markets experience a significant decline, NorthStar fails to successfully migrate FTJ customers, or the company incurs higher than anticipated restructuring costs. "While unlikely given the company's scale and magnitude of debt, we could raise the rating over the next 12 months if the company reduces leverage to below 5x on a sustained basis. This could occur because of the realization of additional synergies, faster than expected organic revenue growth, or the use of free cash flow to pay down debt. An upgrade would also be contingent on commitment from the financial sponsor to maintain leverage at or below those levels." OAKLEY GRADING: Ch. 11 Trustee Hires Mann & Wooldridge as Counsel ----------------------------------------------------------------- Theo D. Mann, the Ch. 11 Trustee of Oakley Grading and Pipeline, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Mann & Wooldridge, P.C., as counsel to the Trustee. The Trustee requires Mann & Wooldridge to: a. advise the Trustee concerning questions arising in the conduct of the administration of the Debtor's estate and concerning the Trustee's rights and remedies with respect to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; b. assist in the preparation of pleadings, motions, notices and orders as are required for the orderly administration of the Debtor's estate; and c. assist in the recovery of assets of the Debtor's estate, including receivables. Mann & Wooldridge will be paid at the hourly rate of $350. Mann & Wooldridge will also be reimbursed for reasonable out-of-pocket expenses incurred. Theo D. Mann, partner of Mann & Wooldridge, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mann & Wooldridge can be reached at: Theo D. Mann, Esq. MANN & WOOLDRIDGE, P.C. Post Office Box 310 Newnan, GA 30264-0310 Tel: (770) 253-2222 About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. K athleen G. Furr, Esq. and Kevin A. Stine, Esq., at BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann, as the Chapter 11 Trustee of Oakley Grading and Pipeline, LLC. The Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. OAKLEY GRADING: Trustee Hires Morris Manning as Special Counsel --------------------------------------------------------------- Theo D. Mann, the Ch. 11 Trustee of Oakley Grading and Pipeline, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Morris Manning & Martin, LLP, as special counsel to the Trustee. The Trustee requires Morris Manning to: (a) investigate and pursue causes of action, including avoidance actions, and any other potential actions to recover or maximize the value of Debtor's assets; (b) investigate, analyze, and pursue recovery of Debtor's assets, including accounts receivable, equipment and vehicles, to maximize the value of the estate; (c) file any necessary motions pursuant to Rule 2004; (d) assert objections to claims and resolving any such objections; (e) prepare of pleadings, motions, and conducting examinations incidental to the Trustee's duties; and (f) render any and all other necessary action incident to the preservation, administration, and recovery of assets of the estate for the benefit of creditors in the bankruptcy case as requested by the Trustee. Morris Manning will be paid at the hourly rate of $520. Morris Manning will also be reimbursed for reasonable out-of-pocket expenses incurred. Lisa Wolgast, a partner at Morris Manning & Martin, 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 does not represent any interest adverse to the Debtor and its estates. Morris Manning can be reached at: Lisa Wolgast, Esq. MORRIS MANNING & MARTIN, LLP 3343 Peachtree Road NE, Suite 1600 Atlanta, GA 30326 Tel: (404) 233-7000 About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq. and Kevin A. Stine, Esq., at BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann, as the Chapter 11 Trustee of Oakley Grading and Pipeline, LLC. The Trustee hired Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. ONEBADA BBQ INC: Trustee Taps Thomas Seaman as Operations Manager ----------------------------------------------------------------- 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 an operations manager. The trustee proposes to employ Thomas Seaman Company to oversee the operations of the Debtor's Korean barbeque restaurant located at 6901 Walker Street, La Palma, California. The firm will charge these hourly rates: Thomas Seaman $400 Alison Juroe $225 Darren Clevenger $185 Matthew Flahive $95 Heidi Gong $70 Thomas Seaman, owner of TSC, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. TSC can be reached through: Thomas Seaman Thomas Seaman Company 3 Park Plaza, Suite 550 Irvine, CA 92614 Direct: (949) 265-8403 Main: (949) 222.0551 ext. 101 Fax: (949) 222-0661 Email: tom@thomasseaman.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. Cal. 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 as Chapter 11 trustee for the Debtor. The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. PAYROLL MANAGEMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Payroll Management, Inc., as of May 1, 2018, according to a court docket. About Payroll Management Payroll Management, Inc., provides human resource solutions to businesses that choose to outsource those functions. It offers human resource support, payroll, administration, workers' compensation, recruiting and training, safety training, and miscellaneous services. Payroll Management Inc. was founded in 1986 and is based in Fort Walton Beach, Florida. Payroll Management, Inc., based in Navarre, FL, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30298) on March 27, 2018. In the petition signed by D. C. Mickle-Bee, chief executive officer, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The Hon. Jerry C. Oldshue Jr. presides over the case. Natasha Revell, Esq., at Zalkin Revell, PLLC, serves as bankruptcy counsel. PELICAN REAL: May 29 Auction of Smart Money's Websites ------------------------------------------------------ Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida conditionally authorized the bidding procedures of Maria M. Yip, Liquidating Trustee of the Smart Money Liquidating Trust and its debtor-affiliates, in connection with the sale of Smart Money Secured Income Fund, LLC's 151 website Internet and domain names and all content within and any and all other rights associated with those respective domain names, including without limitation, any intellectual property rights, any and all related domains, logos, customer lists, email lists, passwords, usernames, and tradenames, to Today's Growth Consultant, Inc. ("TGC") for $275,000, subject to overbid. In order to bid on the Liquidating Trustee's right, title, and interest in the Websites, as is, where is, with no representations or warranties of any kind, free and clear of all liens, claims, and interests of others, a bidder must submit to the Liquidating Trustee's counsel a Qualifying Bid (which includes the requirement to bid at least $300,000 and the obligation to pay a deposit of $50,000) no later than May 24, 2018, at 5:00 p.m. (ET). In the event that the Liquidating Trustee receives a Qualifying Bid, she will conduct an auction on May 29, 2018, at 3:00 p.m. (ET) at the offices of Broad and Cassel, LLP, One Financial Plaza, 100 S.E. 3rd Avenue, Suite 2700, Fort Lauderdale, Florida, in accordance with the procedures set forth in the Sale Notice. The bidding increments will be $5,000. Any successful bidder who fails to close following the auction will have no rights in or remedies or claims against the Websites nor any rights or remedies or claims against TGC. The Court conditionally approved the Liquidating Trustee's Notice of Proposed Sale of Websites and the procedures set forth in the Sale Notice. The Liquidating Trustee will serve the Order and its attached Sale Notice on all creditors and all other parties who were served with the Motion. The hearing to approve the Agreement and sale will be conducted on June 7, 2018, at 10:30 a.m. (ET). Anyone claiming a lien, claim, or other interest in the proceeds from the sale must file a response asserting such a claim by May 24, 2018, at 5:00 p.m. (ET) or the claimant will be forever barred. A copy of the Sale Notice attached to the Order is available for free at: http://bankrupt.com/misc/Pelican_Real_781_Order.pdf About Pelican Real Estate Pelican Real Estate, LLC, and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. In the petition signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC, Pelican Real Estate estimated under $50,000 in both assets and debt. The Debtors tapped Elizabeth A. Green, Esq., at Baker & Hostetler LLP, as bankruptcy counsel. The Debtors hired Bill Maloney Consulting as their financial advisor; Hammer Herzog and Associates P.A. as their accountant; and Pino Nicholson PLLC as their special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip was appointed examiner in the case. She hired GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson, PLLC, as special foreclosure counsel. * * * On Feb. 15, 2017, the Court entered an order confirming the Debtors' Second Amended Plan of Liquidation. The Plan became effective on March 2, 2017, at which time the Smart Money Liquidating Trust came into existence and Ms. Yip was named the liquidating trustee. PES HOLDINGS: Hires Katten Muchin as Substitute Counsel ------------------------------------------------------- Philadelphia Energy Solutions Refining and Marketing LLC, a debtor-affiliate of PES Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Katten Muchin Rosenman LLP, as attorney to the Debtors, substituting Curtis Mallet-Prevost Colt & Mosle LLP, at the direction of the Special Committee of the Board of Managers of Philadelphia Energy Solutions Refining and Marketing LLC. On March 20, 2018, the Curtis partners responsible for the representation of the Debtors ceased to be partners at Curtis and became partners at Katten Muchin. PES Holdings requires Katten Muchin to: a. investigate and advise the Special Committee regarding whether an issue constitutes a Conflict Matter; b. conduct investigations and analyses sufficient to advise the Special Committee regarding Conflict Matters; and c. implement the directions of the Special Committee related to Conflict Matters, which services shall include but are not limited to: i. fact investigation; ii. legal research; iii. briefing, argument, discovery, and negotiation regarding motions and orders and the terms of the reorganization and related plan of reorganization and disclosure statement; iv. appearance and participation in hearings; and v. communications and meetings with parties in interest. Katten Muchin will be paid at these hourly rates: Partners $500-$1,350 Associates $315-$875 Katten Muchin 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: Katten Muchin's current hourly rates for services rendered on behalf of the Debtors ranges for Partners $500-$1,350; Associates $315-$875. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Yes, for the period from the Retention Date through May 31, 2018. Steven J. Reisman, partner of Katten Muchin Rosenman 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 does not represent any interest adverse to the Debtors and their estates. Katten Muchin can be reached at: Steven J. Reisman, Esq. Theresa A. Foudy, Esq. KATTEN MUCHIN ROSENMAN LLP 575 Madison Avenue New York, NY 10022-2585 Tel: (212) 940-8800 Fax: (212) 940-8776 E-mail: steven.reisman@kattenlaw.com theresa.foudy@kattenlaw.com About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC -- http://pes-companies.com/-- owns an oil refining complex. The Philadelphia Energy Solutions Refining Complex operates two domestic refineries -- Girard Point and Point Breeze -- in South Philadelphia. The refinery processes approximately 335,000 barrels of crude oil per day (42 U.S. gallons per barrel). In addition to producing unbranded gasoline (87, 89 and 93 octane), PES also produces jet fuel, cleaner-burning diesel, petrochemicals, liquefied petroleum gas and sulfur in the Northeast. The company offers a variety of diesels, including ultra-low-sulfur diesel, non-road, heating oil, locomotive/marine and non-jet kerosene. PES employs over 1,000 people. PES is owned by The Carlyle Group and a subsidiary of Energy Transfer Partners, L.P. PES Holdings and eight of its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10122) on Jan. 21, 2018. In the petition signed by Gregory G. Gatta, manager, PES estimated assets and liabilities of $1 billion to $10 billion. The Hon. Kevin Gross is the case judge. The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel. Debtor Philadelphia Energy Solutions Refining and Marketing LLC tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel substituted by Katten Muchin Rosenman LLP. PETE GOULD & SONS: Hires James Gould as President ------------------------------------------------- Pete Gould & Sons, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ James Gould, as president to the Debtor. Pete Gould & Sons requires James Gould to: a. assist the Debtor in the operation of the business; b. maintain all rental equipment; c. supervise all mechanical and repair work; d. cooperate with the bankruptcy counsel regarding all matters necessary to the administration of the Chapter 11 case; f. cooperate with the Debtor's counsel in the preparation of the Disclosure Statement and Plan of Reorganization; g. assist in the preparation of a cash flow analysis and budget; h. review of all proofs of claim with the Debtor's counsel. James Gould will be paid $6,000 per month. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About Pete Gould & Sons, Inc. Founded in 1966, Pete Gould & Sons, Inc., provides general contracting services such as constructing water and sewer mains. Pete Gould & Sons, based in Ravenswood, WV, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 18-20047) on Feb. 5, 2018. In the petition signed by Bryan Gould, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Frank W. Volk presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, serves as bankruptcy counsel to the Debtor. PLASTIPAK HOLDINGS: $650MM Term Loan B Assigned Moody's Ba3 Rating ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to the $300 million Senior Secured Revolving Credit Facility due 2022 and $650 million Senior Secured Term Loan B due 2024 of Plastipak Holdings, Inc. The B1 Corporate Family Rating, B1-PD Probability of Default rating, all other instrument ratings and the stable outlook for Plastipak remain unchanged. The transaction is credit neutral since it is a repricing and redesignation of the existing Senior Secured Term Loan B and Senior Secured Revolving Credit Facility and will not increase debt. Moody's took the following actions: Assignments: Issuer: Plastipak Holdings, Inc. Repriced Senior Secured Bank Credit Facilities, Assigned Ba3 (LGD3) Withdrawals: Issuer: Plastipak Holdings, Inc. Existing Senior Secured Bank Credit Facilities, Withdrawn , previously rated Ba3(LGD3) The ratings are subject to the deal closing as expected and the receipt and review of the final documentation. RATINGS RATIONALE The unchanged B1 Corporate Family Rating and stable outlook reflects the fact that the transaction is leverage neutral. The repricing will decrease interest expense, but leverage will remain the same. Plastipak's B1 Corporate Family Rating reflects the company's scale and global geographic diversification as well as the company's good market position as one of the larger North American manufacturers of rigid plastic containers and preforms. The rating also reflects the high percentage of business under contract with cost pass-through provisions, high exposure to food and beverage end markets, and some on-site locations with customers. Plastipak is also expected to continue to maintain good liquidity. The stable ratings outlook reflects expectations that Plastipak will continue to improve margins and free cash flow and improve credit metrics over the next 12 to 18 months. The rating is constrained by the high concentration of sales, primarily commoditized product line and margins that are relatively weak for the rating category. Plastipak has a high concentration of sales in the declining US carbonated soft drinks end market and lower-margin preforms. Additionally, 56% of net sales are from the top ten customers and about 40% from the top three customers. The ratings could be upgraded if the company sustainably improves its credit metrics and product mix while maintaining a high percentage of business under contract. An upgrade would also be contingent upon stability in the operating and competitive environment and the continued maintenance of conservative financial policies. Specifically, ratings could be upgraded if debt/EBITDA falls below 4.5 times, funds from operations to debt rises above 14.0% and EBITDA to Interest coverage rises above 4.25 times. The ratings could be downgraded if there is a deterioration in the competitive and operating environment, liquidity and credit metrics. Specifically, the ratings could be downgraded if debt/EBITDA remains above 5.5 times, funds from operations to debt declines below 10.0%, EBITDA to Interest coverage declines below 3.75 times, or free cash flow turns negative. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Plastipak Holdings, Inc. is a privately-held global manufacturer of plastic packaging containers and preforms used by branded companies in the beverage, food, consumer cleaning, personal care, industrial, and automotive industries worldwide. Headquartered in Plymouth, Michigan, Plastipak generated net sales of approximately $2.9 billion for the twelve months ended February 3, 2018. PSSF 1999-C2: Moody's Upgrades Class N Certs Rating to Ba1 ---------------------------------------------------------- Moody's Investors Service has upgraded the rating on one class and affirmed the ratings on two classes in Prudential Securities Secured Financing Corporation 1999-C2, Commercial Mortgage Pass-Through Certificates, Series 1999-C2, as follows: Cl. N, Upgraded to Ba1 (sf); previously on May 11, 2017 Upgraded to B1 (sf) Cl. A-EC, Affirmed C (sf); previously on Jun 9, 2017 Downgraded to C (sf) Cl. A-EC2, Affirmed C (sf); previously on Jun 9, 2017 Downgraded to C (sf) RATINGS RATIONALE The rating on the P&I class was upgraded based primarily on an increase in credit support resulting from loan paydowns and amortization. The deal has paid down 23% since Moody's last review. The ratings on the IO classes were affirmed based on the credit quality of the referenced classes. Moody's does not anticipate losses from the remaining collateral in the current environment. However, over the remaining life of the transaction, losses may emerge from macro stresses to the environment and changes in collateral performance. Moody's ratings reflect the potential for future losses under varying levels of stress. Moody's base expected loss plus realized losses is now 2.0% of the original pooled balance, the same as at the last 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 Prudential Securities Secured Financing Corporation 1999-C2, Cl. N was "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in July 2017. The methodologies used in rating Prudential Securities Secured Financing Corporation 1999-C2, Cl. A-EC and Cl. A-EC2 were "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower 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 17, 2018 distribution date, the transaction's aggregate certificate balance has decreased by 99% to $10.6 million from $869.3 million at securitization. The certificates are collateralized by seven mortgage loans ranging in size from 1.7% to 19.9% of the pool. Three loans, constituting 53% 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 three compared to four at Moody's last review. One loan, constituting 1.7% of the pool, is on the master servicer's watchlist. The watchlist includes loans that meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of Moody's ongoing monitoring of a transaction, the agency reviews the watchlist to assess which loans have material issues that could affect performance. Seventeen loans have been liquidated from the pool, resulting in or contributing to an aggregate realized loss of $17.3 million (for an average loss severity of 14.6%). Moody's received full year 2016 operating results for 100% of the pool, and full or partial year 2017 operating results for 100% of the pool (excluding specially serviced and defeased loans). Moody's weighted average conduit LTV is 77%. 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 26.8% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 10.2%. Moody's actual and stressed conduit DSCRs are 1.10 and 2.59X, respectively, compared to 1.13X and 2.47X at the last review. Moody's actual DSCR is based on Moody's NCF and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stress rate the agency applied to the loan balance. The top three non-defeased loans represent 45% of the pool balance. The largest non-defeased loan is the Office Depot Tallahassee Loan ($2.1 million -- 19.9% of the pool), which is secured by a free standing Office Depot in Tallahassee, Florida. The lease was recently extended through June 2025. Moody's LTV and stressed DSCR are 89% and 1.22X, respectively. The second largest non-defeased loan is the Office Depot Ormond Beach Loan ($1.8 million -- 16.8% of the pool), which is secured by a free standing Office Depot in Ormond Beach, Florida. The lease was recently extended through June 2025. Moody's LTV and stressed DSCR are 90% and 1.21X, respectively. The third largest non-defeased loan is the Walgreens Drug Store Loan ($896,501 -- 8.5% of the pool), which is secured by a free standing Walgreens located 20 miles west of the Detroit CBD in Wayne, Michigan. The loan passed its ARD in 2009 and has since amortized over 70%. Moody's LTV and stressed DSCR are 36% and 3.27X, respectively. RED MOUNTAIN FARMS: Hires Nehoray Legal as Counsel -------------------------------------------------- Red Mountain Farms, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Nehoray Legal Group, as counsel to the Debtor. Red Mountain Farms requires Nehoray Legal to: a. advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee Guidelines and other applicable requirements which may affect the Debtor; b. assist the Debtor in preparing and filing Schedules and Statement of Financial Affairs, comply with and fulfill the U.S. Trustee requirements, and prepare other documents as may be required after the initiation of a Chapter 11 petition; c. assist the Debtor in the preparation of a disclosure statement and formulate of a Chapter 11 plan of reorganization; d. advise the Debtor concerning the rights and remedies of the estate and of the Debtor in regard to adversary proceedings which may be removed to, or initiated in, the Bankruptcy Court; and e. represent the Debtor in any proceeding or hearing in the Bankruptcy Court in any action where the rights of the estate or the Debtor may be litigated, or affected. Nehoray Legal will be paid at these hourly rates: Attorneys $450 Paralegals $160 Nehoray Legal will be paid a retainer in the amount of $15,000. Nehoray Legal will also be reimbursed for reasonable out-of-pocket expenses incurred. Mac E. Nehoray, partner of Nehoray Legal Group, 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. Nehoray Legal can be reached at: Mac E. Nehoray, Esq. NEHORAY LEGAL GROUP 23901 Calabasas Road, Suite 1030 Calabasas, CA 91302 Tel: (818) 222-2227 About Red Mountain Farms Red Mountain Farms, LLC, based in Cambria, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-10202) on Feb. 14, 2018. In the petition signed by Dave Robertson, manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Deborah J. Saltzman presides over the case. Mac E. Nehoray, Esq., at Nehoray Legal Group, serves as bankruptcy counsel. RGB LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: RGB, LLC P.O. Box 5164 Carlsbad, NM 88221 Business Description: RGB, LLC is a privately held company in Carlsbad, New Mexico that offers truck equipment and parts. Chapter 11 Petition Date: May 4, 2018 Case No.: 18-11140 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Debtor's Counsel: Jennie Behles, Esq. BEHLES LAW FIRM, PC PO Box 7070 Albuquerque, NM 87194-7070 Tel: 505-242-7004 Fax: 505-242-7066 Email: filings@jdbehles.com jennie@jdbehles.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Betancourt, authorized representative. 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/nmb18-11140.pdf RH BBQ INC: Trustee Taps Thomas Seaman as Operations Manager ------------------------------------------------------------ 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 an operations manager. The trustee proposes to employ Thomas Seaman Company to oversee the operations of the Debtor's Korean barbeque restaurant located at 18311 E. Colima Road, Rowland Heights, California. The firm will charge these hourly rates: Thomas Seaman $400 Alison Juroe $225 Darren Clevenger $185 Matthew Flahive $95 Heidi Gong $70 Thomas Seaman, owner of TSC, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. TSC can be reached through: Thomas Seaman Thomas Seaman Company 3 Park Plaza, Suite 550 Irvine, CA 92614 Direct: (949) 265-8403 Main: (949) 222.0551 ext. 101 Fax: (949) 222-0661 Email: tom@thomasseaman.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. The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his legal counsel. RONIC INC: $2.3M Sale of All Assets to Marino Realty Approved ------------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey authorized Ronic, Inc., doing business as Venice Bakery, and Aiello Realty Holding, LLC, to sell substantially all assets to Marino Realty VI, LLC, for $2,280,000. The Purchased Assets include, (i) the Real Property located at 167 Ray Street, City of Garfield, Bergen County, New Jersey, Lot 1.01, Block 192, and 173-175 Ray Street, City of Garfield, Bergen County, New Jersey, Lot 1, Block 193 on the Tax Map of the City of Garfield; and (ii) the Ronic Assets. The sale is free and clear of any and all liens, security interests, encumbrances and claims. The Sale Proceeds totaling $2,280,000, will be disbursed as follows: i. Garfield will receive all amounts due for real estate taxes and municipal charges related to the Property through the closing date at a closing of a sale of the Property; ii. Simultaneously with the payment of the Tax Payment, TBOP will be paid $1.9 million at the closing of a sale of the Purchased Assets in immediately available funds via wire transfer; iii. The SBA will be paid $80,000 from the sale of the Ronic Assets; and iv. The Carve Out Creditors will receive the balance of Sale Proceeds after payment of the Tax Payment, the TBOP Payment, and the SBA Payment. Following payment of the TBOP Payment and the payment for the Administrative Claim Carveout, TBOP will not be entitled to any further payments from the Debtors, the Debtors' estates, property of the Debtors, any recoveries by the Debtors from the NY Builder Claims or the Deposit, or any funds currently held by or on behalf of the Debtors, the Purchaser or from the Purchased Assets. Following payment of the SBA Payment, the SBA will not be entitled to any further payments from the Debtors, the Debtors' estates, property of the Debtors, any recoveries by the Debtors from the NY Builder Claims or the Deposit, or any funds currently held by or on behalf of the Debtors, or from the Purchaser or from the Purchased Assets, except for any payments on account of distributions to unsecured creditors. Upon closing of a sale of the Purchased Assets, and subject to Orders of the Bankruptcy Court allowing fees and disbursements, as applicable, the Administrative Claim Carveout will be paid and carved out from TBOP's secured interest in the Sale Proceeds from the sale of the Purchased Assets which would otherwise be paid to TBOP on account of its security interest in the Purchased Assets. The stay of the within Sale Order set forth in Bankruptcy Rule 6004(h) be and is vacated. The Sale Order will be enforceable immediately upon entry; and the Debtors and the Purchaser are hereby authorized to consummate and close the sale contemplated by the Asset Purchase Agreement forthwith. About Ronic Inc. Ronic Inc., d/b/a Venice Bakery -- http://www.venicebakery.net/-- owns a wholesale and retail bakery offering a wide array of fresh baked breads, Italian pastries, cakes, cookies and coffee. Its bread is baked and delivered fresh daily -- seven days a week to New Jersey, New York and Pennsylvania areas. Ronic Inc., based in Garfield, New Jersey, and affiliate Aiello Realty Holding LLC each filed a Chapter 11 petition (Bankr. D.N.J. Case Nos. 17-26758 and 17-26759) on Aug. 17, 2017. In the petitions signed by Nicola Aiello, the Debtors' president, Ronic Inc. estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities, and Aiello Realty estimated both $1 million to $10 million in assets and liabilities. The Hon. Stacey L. Meisel presides over the cases. Daniel M. Eliades, Esq., at LeClairRyan, a Professional Corporation, serves as the Debtors' bankruptcy counsel. ROTHROCK FAMILY: Taps Farhang & Medcoff as Legal Counsel -------------------------------------------------------- Rothrock Family, LLC, received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Farhang & Medcoff 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 bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: John Smith $450 Adam Peterson $350 Cody Vandewerker $300 Paralegal $150 Farhang & Medcoff is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John C. Smith, Esq. Cody D. Vandewerker, Esq. Adam Peterson, Esq. Farhang & Medcoff 4801 E. Broadway Boulevard, Suite 311 Tucson, AZ 85711 Tel: 520.790.5433 Fax: 520.790.5736 Email: jsmith@fmlaw.law Email: cvandewerker@fmlaw.law Email: apeterson@fmlaw.law About Rothrock Family Rothrock Family LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-03956) on April 16, 2018. In the petition signed by Trevor Rothrock, member, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Scott H. Gan presides over the case. ROYAL AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Royal Automotive Company 18-20218 1901 Patrick Street Charleston, WV 25387 Royal Real Estate LLC 18-20219 1901 Patrick Street Charleston, WV 25387 Business Description: Royal Automotive Company is dealer for new and used cars in Charleston, West Virginia. Royal Real Estate LLC is engaged in activities related to real estate. Visit https://www.royalsubaru.net for more information. Chapter 11 Petition Date: May 2, 2018 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Hon. Frank W. Volk Debtors' Counsel: Kevin W. Barrett, Esq. BAILEY & GLASSER LLP 209 Capitol Street Charleston, WV 25301 Tel: 304-345-6555 Fax: 304-342-1110 E-mail: kbarrett@baileyglasser.com - and - Marc R. Weintraub, Esq. BAILEY & GLASSER LLP 209 Capitol St Charleston, WV 25301 Tel: 304-414-3182 Fax: 304-342-1110 E-mail: mweintraub@baileyglasser.com Each Debtor's Estimated Assets: $1 million to $10 million Each Debtor's Estimated Debt: $1 million to $10 million The petitions were signed by Kelly Smith, president/chief executive officer. A full-text copy of Royal Automotive Company's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/wvsb18-20218.pdf Royal Real Estate LLC failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/wvsb18-20219.pdf SAN JUAN ICE: Hires Millan Law Offices as Attorney -------------------------------------------------- San Juan Ice, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Millan Law Offices, as attorney to the Debtor. San Juan Ice requires Millan Law Offices to represent the Debtor in the Chapter 11 bankruptcy proceedings. Millan Law will be paid at these hourly rates: Attorneys $200 Associates $125 Paralegals $50 Millan Law will be paid a retainer in the amount of $1,500. Millan Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Millan, a partner at Millan Law Offices, 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. Millan Law can be reached at: Robert Millan, Esq. MILLAN LAW OFFICES Calle San Jose, Suite 250 San Juan, PR 00901 Tel: (787) 725-0946 About San Juan Ice, Inc. San Juan Ice Inc., based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-01784) on April 3, 2018. In the petition signed by Ramiro Rodriguez Pena, president, the Debtor disclosed $580,495 in assets and $1.17 million in liabilities. The Hon. Mildred Caban Flores presides over the case. Robert Millan, Esq., at Millan Law Offices, serves as bankruptcy counsel. SF GALLERIA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: SF Galleria, LLC 1291 Galleria Drive Henderson, NV 89014 Business Description: SF Galleria, LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: May 4, 2018 Case No.: 18-12635 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Babero Debtor's Counsel: Matthew L. Johnson, Esq. JOHNSON & GUBLER, P.C. Lakes Business Park 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 Email: annabelle@mjohnsonlaw.com mjohnson@mjohnsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Stubbs, manager, GBMDS, LLC, manager of Debtor. 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/nvb18-12635.pdf SOUTH COAST: Has Final OK to Secure Financing From Solstice Capital ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has entered a final order authorizing South Coast Supply Co. to obtain up to and including principal advances totaling $1 million in post-petition financing from Solstice Capital, LLC. The Debtor's business requires additional working capital on an immediate basis, both to pay ongoing operating expenses and to purchase inventory to supply a significant and growing backlog of orders for its products. With sufficient capital to finance inventory purchases, the Debtor's management projects that its continuing operations will be profitable. The DIP Lender has agreed to provide post-petition debtor-in-possession financing to the Debtor, up to and including principal advances totaling $1 million, on these terms: (i) the DIP Lender will make an initial advance of $300,000 to the Debtor, immediately upon approval of DIP Financing and execution of a DIP Credit Agreement, Promissory Note and DIP Security Agreement; (ii) the DIP Lender will advance additional sums, up to a maximum advance of $1 million including the Initial Advance, upon request or requests made on any business day, up to these maximum loan amounts (including prior advances): (a) up to a maximum loan of $700,000 at any time prior to confirmation of a Chapter 11 plan of reorganization; (b) up to a maximum loan of $900,000 upon confirmation of a Chapter 11 plan; and (c) up to a maximum loan of $1 million upon the effective date of the plan. (iii) all advances will bear interest at the rate of 12% per annum; (iv) the Debtor will pay a facility fee equal to 2% of the Facility Amount, to be paid out of the Initial Advance; (v) in addition to interest at the Annual Interest Rate, the Debtor will pay a draw fee of l% of each loan amount drawn and advanced, the amount to be paid out of each draw; (vi) interest will be due and payable on the earlier of (i) ten days after the effective date of a confirmed Chapter 11 plan of reorganization, (ii) dismissal or conversion of this bankruptcy case, or (iii) 120 days after the date on which the DIP Financing Documents are signed and the Initial Advance is made; (vii) the Debtor will pay DIP Lender's reasonable attorney's fees in connection with the DIP Financing, such amounts to be paid from the Initial Advance; (viii) the DIP Lender and Briar Capital have entered into an Inter-Creditor Agreement for the purposes of establishing priorities of each one's interests in the Debtor's assets and providing for distribution of proceeds of their respective collateral and procedures to rectify erroneously applied payments as well as other provisions; (ix) all amounts owed to the DIP Lender will be secured by a first and prior security interest in (a) all inventory and equipment purchased by the Debtor on or after the Closing Date, (b) all accounts accrued on or after the Closing Date, and (c) all proceeds of the foregoing, as well as a junior lien in all of the Briar Capital Collateral. As adequate protection for its interests, Briar Capital will be given a security interest in the DIP Financing Collateral junior to the interest of the DIP Lender; and (x) from and after the Closing Date, upon the sale of inventory purchased prior thereto the Debtor will deposit to a separate, segregated account an amount equal to the cost of such inventory as recorded in Debtor's inventory records in the ordinary course of business. Likewise, on the Closing Date Debtor will deposit to the Briar Capital Collateral Account all cash on hand; thereafter, Debtor will deposit to the Briar Capital Collateral. According to the Debtor, the count all proceeds received on accounts existing prior to the Closing Date. Briar Capital's security interest shall attach to all cash deposited to the Briar Capital Collateral Account. The Debtor will allow both Briar Capital and the DIP Lender to electronically and physically monitor the Debtor's books and records, and the Debtor will provide to Briar Capital all the reports that it has previously provided in accordance with Briar Capital's Loan and Security Agreement. The Debtor will diligently continue to pursue collection of its accounts receivable included in both the DIP Financing Collateral and the Briar Capital Collateral. The proposed DIP Financing has been approved by the CRO of the Debtor. In the good faith business judgment of the CRO of the Debtor, it is in the best interest of the Debtor, as well as its creditors and other parties-in-interest to enter into the DIP Financing with the DIP Lender as set forth herein. The Debtor tells the Court that it is unable to obtain unsecured or secured credit on terms superior to the proposed DIP Financing with DIP Lender, and is unable to obtain secured financing without granting the DIP Liens. To the extent that the DIP Liens are senior or equal to the liens of any other party, the Court finds that the interests of the other party are adequately protected. The interests of Briar Capital in the Briar Capital Collateral are adequately protected by the proposed DIP Financing, which preserves for Briar Capital the proceeds of all inventory and accounts to the date on which such financing commences. Pursuant to 11 U.S The Debtor says that Briar Capital is not entitled to any security interest in post-petition inventory or accounts except as provided in the Cash Collateral Orders with respect to inventory and accounts existing prior to the DIP Financing. The DIP Financing, the Court shares, has been proposed in good faith and at arms’ length and is necessary in order to preserve the assets of the Debtor's bankruptcy estate. The Court finds that the terms of the proposed DIP Financing are fair, reasonable, and adequate under all of the circumstances of this case and should be approved as set forth herein. On April 6, 2018, the Court granted the Debtor interim authorization to borrow up to $300,000 from the DIP Lender. The final hearing was set for April 20, 2018. Copies of the request and the interim and final court orders are available at: http://bankrupt.com/misc/txsb17-35898-121.pdf http://bankrupt.com/misc/txsb17-35898-113.pdf http://bankrupt.com/misc/txsb17-35898-110.pdf About South Coast Supply Founded in 1972 and headquartered in Houston, Texas, South Coast Supply Company -- http://www.southcoastsupply.com/-- is a distributor of industrial equipment including flanges, weld fittings, long weld necks, OD & ID heads, pipe, valves, pressure fittings and piping accessories. South Coast is a dependable supply source for engineering/construction, vessel fabricators, heat exchanger industry, original equipment manufacturers (OEM), industrial contractors, gas transmission companies, mechanical contractors, water/wastewater industry and companies in oil and gas exploration/processing industries in the U.S. and export market. South Coast Supply Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017. In the petition signed by Steven Mark Gray, CEO, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Karen K. Brown presides over the case. Miles H. Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. SOUTHEASTERN GROCERS: Hires Ernst & Young as Tax Advisor -------------------------------------------------------- Southeastern Grocers, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP, as tax advisor to the Debtor. Southeastern Grocers requires Ernst & Young to: a. analyze the tax implications of reorganization and restructuring alternatives the Debtors are evaluating, that may result in a change in the equity, capitalization or ownership of the shares of the Debtors or their assets; b. analyze the U.S. federal and state income tax consequences of cancellation of indebtedness income (COD) and the impact of the bankruptcy on future cash flows; c. advise the Debtors in developing an understanding of the tax implications of its bankruptcy restructuring alternatives and post-bankruptcy operations including, as needed, research and analysis of Internal Revenue Code sections, Treasury regulations, state tax statutes and regulations, case law and other relevant US tax authorities, and assisting and advising in securing rulings from the Internal Revenue Service or applicable state tax authorities; d. provide tax advisory services regarding availability, limitations on the use, and preservation of tax attributes, such as net operating losses, credits, and tax basis of assets, including tax calculations to compare the potential consequences of a hypothetical Section 382 ownership change qualifying under Section 382(l)(5) vs. Section 382(l)(6); e. provide tax advisory services regarding the validity of tax claims in order to determine if the tax amount claimed reasonably represents the correct tax liability pursuant to applicable tax law; f. analyze legal and other professional fees incurred during the bankruptcy period for purposes of determining future deductibility of such costs for US federal, state and local tax purposes; g. assist with various tax, compliance, tax controversy or bankruptcy tax issues arising in the ordinary course of business while in bankruptcy, including but not limited to: IRS and state and local income and indirect tax audit defense, and compliance questions, notices or issues related to: federal, state & local income/franchise tax, sales and use tax, property tax, employment tax and credit & incentive agreements; h. advise or assist, as requested and as permissible, with determining the validity and amount of bankruptcy tax claims or assessments, including but not limited to the following types of taxes; income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, severance taxes, excise taxes, credit & incentive agreements, unclaimed property and other miscellaneous taxes or regulatory assessments and fees; i. scope, assist and advise on the potential for seeking cash tax refunds, including but not limited to the following types of taxes; income taxes, franchise taxes, sales taxes, use taxes, employment taxes, property taxes, tax credit & incentive agreements and unclaimed property. Any findings- based fee Services to claim and secure tax refunds will be subject to a separate Statement of Work mutually agreed to by the parties; j. advise the Debtors in connection with its dealings with tax authorities, including participation in meetings and telephone calls with Client, taxing authorities, and other third parties; k. assist in obtaining rulings with tax authorities as relevant and necessary; l. discuss with the Debtors and their outside advisors (e.g., legal, financial) relative to the Services provided to the Debtors; and m. document to support analyses and conclusions, as necessary, and agreed with the Debtors. Ernst & Young will be paid at these hourly rates: Partner/Principal $820 Executive Director $780 Senior Manager $700 Manager $620 Senior $450 Staff $300 Before the Petition Date, Ernst & Young received a retainer from the Debtors in the amount of $50,000. As of the Petition Date, the balance of the Retainer was $27,928. During the 90 days before the Petition Date, the Debtors paid approximately $164,099 to Ernst & Young. Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Molly Ericson, partner of Ernst & Young 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 does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Molly Ericson ERNST & YOUNG LLP 55 Ivan Allen Jr., Blvd., Suite 1000 Atlanta, GA 30308 Tel: (404) 874-8300 Fax: (404) 817-5589 About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/,http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent and administrative advisor. Ernst & Young LLP, as tax advisor. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SOUTHEASTERN GROCERS: Hires Hilco as Real Estate Advisor -------------------------------------------------------- Southeastern Grocers, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC, as real estate consultant and advisor to the Debtor. Southeastern Grocers requires Hilco to: a. consult with the Debtors and counsel to the Debtors to ascertain the Debtors' goals, objectives, and financial parameters, including timing and targeted value expectations; b. consult with the Debtors, counsel to the Debtors, and any third parties, as the Debtors and counsel for the Debtors may direct, with respect to the Debtors' strategic plan for selling, assigning, termination, or modifying any leases or properties, as applicable; c. with respect to a particular Lease or Property negotiate the terms of the sale, assignment, modification, or termination of such leases or properties on the Debtors' behalf with third parties and landlords, in each case, subject to approval of the Debtors; d. provide oral or written reports periodically to the Debtors and counsel to the Debtors regarding status of negotiations; and e. assist the Debtors and counsel to the Debtors in closing the pertinent Lease or Property sale, assignment, modification, or termination agreements. Hilco will be paid at as follows: a. Restructuring. For each Lease that becomes a Restructured Lease, Hilco shall earn a fee equal to the a base fee of $1,750 plus the aggregate Restructured Lease Savings multiplied by 3.50%, provided, however, to the extent the term of a Lease is shortened or a tenant "kick-out" right is successfully negotiated for the benefit of the Debtors, Hilco shall receive compensation for such term shortening or "kick-out", as applicable, equal to 1% of the realizable gross lease savings between the effective date of the newly shortened term or "kick-out" through the end of the committed lease term prior thereto. For the avoidance of doubt, however, to the extent Hilco negotiates rent concessions or other non-economic benefits for the Debtors during the period prior to the new expiration date or effective "kick-out" date, Hilco shall be compensated for that specific period pursuant to the Restructured Lease Savings Fee otherwise set forth in the Engagement Agreement. Hilco's compensation for the reduction or release of any secondary obligations arising under or in connection with a Lease shall be 1% of the gross amount of the secondary liability reduced or released under the Lease; provided that, such amount shall be without duplication to amounts earned for reducing or releasing both primary and secondary obligations arising under or in connection with a Lease and shall only be due and owing to Hilco (i) in the event that primary obligations remain and only a secondary obligation arising under or in connection to a Lease is reduced or released, or (ii) for portions of the secondary obligations that are reduced or released beyond the primary obligations that are restructured under such Lease. b. Termination/Assignment/Subleases. For each Lease that becomes a Terminated/Assigned/Sublet Lease, Hilco shall earn a fee equal to the Terminated/Assigned/Sublet Lease Savings Fee. The amounts payable on account of a Terminated/Assigned/Sublet Lease shall be earned upon the closing of the transaction having the effect of terminating, assigning or subletting the Lease, as applicable. c. Sold Properties. In the event a Property is sold, Hilco shall earn a fee equal to 4% of the Gross Sale Proceeds. Each such fee shall be payable at the time of closing on a sale of the Property. For purposes of the Engagement Agreement, "Gross Sale Proceeds" shall mean the aggregate cash or non-cash consideration received by the Debtors in consideration of the Property. The value of non-cash consideration received for a Property shall be determined by mutual agreement between Hilco and the Debtors. Ryan O. Lawlor, vice president and assistant general counsel of Hilco Real Estate, 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. Hilco can be reached at: Ryan O. Lawlor HILCO REAL ESTATE, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 418-2086 E-mail: rlawlor@hilcoglobal.com About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/,http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. The Debtors have requested joint administration of the cases. The Honorable Mary F. Walrath oversees the cases. Weil, Gotshal & Manges LLP is serving as legal counsel to the Debtors, Evercore is serving as their investment banker, and FTI Consulting Inc. as restructuring advisor. Prime Clerk LLC is the claims and noticing agent and administrative advisor. Ernst & Young LLP, as tax advisor. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC is serving as financial advisor to an ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SOUTHWESTERN ENERGY: Fitch Affirms Long-Term IDR at 'BB' -------------------------------------------------------- Fitch Ratings has affirmed Southwestern Energy Company's (NYSE: SWN) Long-Term Issuer Default Rating (IDR) at 'BB'. Fitch has also assigned a 'BBB-'/'RR1' rating to the recently established secured reserve-based credit facility. The Rating Outlook is Stable. Southwestern's ratings reflect its production size, inventory of cost advantaged NE and SW Appalachia drilling locations, encouraging enhanced completion-linked capital efficiency trends, improved liquidity and maturity profiles, and favorable hedge position and policy. These considerations are offset by the company's relatively weak differentials and cash netbacks. Another consideration is the operational and strategic initiatives in the Fayetteville to improve unit economics and, potentially, expand economic drilling inventory, while simultaneously exploring an outright sale. KEY RATING DRIVERS Potential Shift to Pure-Play Marcellus Operator: Management plans to pursue strategic alternatives for the Fayetteville E&P and midstream assets. The sale is expected to reposition the portfolio toward the Marcellus to improve operational focus and strengthen the balance sheet via a prioritization of proceeds toward gross debt reduction. Fitch anticipates the company will repay debt to maintain leverage at least in the 2.5x-3x range, consistent with recent leverage metrics and current 'BB' rating tolerances. Fitch highlights management's longer-term leverage target of 2x and the credit agreement's Fayetteville restricted payments provision supports the debt repayment and leverage metrics expectations. The provision requires restricted payments not exceed $750 million, no credit facility borrowings are outstanding, and the pro forma gross leverage ratio not exceed 3.5x. Gas Focus, Wide Differentials: Southwestern has a large, natural gas-focused production profile with positions in the Marcellus/Utica and Fayetteville. The company's natural gas price differential (approximately $0.85/mcf for the first three months of 2018) is wide relative to non-Marcellus peers mainly due to transportation constraints and charges. Management expects transportation constraints to lessen in the 2018-2019 timeframe. Fitch forecasts differentials in the $0.75/mcf range in 2018 and 2019 followed by incremental improvements beginning in 2020. Forecasted Neutral FCF, Improving Leverage Profile: Fitch's base case, assuming a $2.75/mcf natural gas price, forecasts Southwestern will be FCF neutral in 2018. Fitch's base case projects debt/EBITDA improves to 2.7x and 2.5x in 2018 and 2019, respectively, from 3.6x in 2017 mainly benefiting from lower gross debt following recent liquidity management actions. Debt/proved developed (PD) reserves and gross debt per flowing barrel metrics are forecast to be approximately $2.50/boe (over $0.40/mcf) and nearly $8,100, respectively. Three-Year Rolling Hedging Program: As of April 2018, the company had natural gas hedges for 434 Bcf (average floor price of $2.97/mcf), 311 Bcf (average floor price of $2.92/mcf), and 40 Bcf (average floor price of $2.79/mcf) for the remainder of 2018, full year 2019, and full year 2020, respectively. This represents approximately 60%, 35%, and 5% of the company's 2018 production guidance (mid-point) for the remainder of 2018, full year 2019, and full year 2020, respectively. Management intends to maintain a rolling three-year hedging program that, subject to market prices, will hedge 50% to 80% of current production. The reported net derivative asset was about $66 million as of March 31, 2018. DERIVATION SUMMARY Southwestern is among the largest U.S. independent natural gas E&P companies at around 2.5 Bcfe per day (13% liquids) for the first quarter of 2018 (1Q18) with positions in the NE Marcellus, SW Marcellus/Utica, and Fayetteville. This is smaller than U.S. natural gas peers EQT Corporation (BBB-/Stable; approximately 4.0 Bcfe per day [8% liquids] for 1Q18) and Chesapeake Energy Corporation (not rated; retained assets over 3.2 Bcfe per day [25% liquids] for 1Q18), but generally consistent with Antero Resources Corp. (BBB-/Stable; about 2.4 Bcfe per day [26% liquids] for 1Q18), Range Resources Corp. (not rated; under 2.2 Bcfe per day [31% liquids] for 1Q18), and Cabot Oil & Gas Corporation (not rated; nearly 1.9 Bcfe per day [3% liquids] for 1Q18). The company's Fitch-calculated unhedged cash netbacks of approximately $0.65/mcf for year-end 2017 are weaker than Marcellus-oriented peers Antero (nearly $1.30/mcf), EQT (about $1.05/mcf), and Range (not rated; about $1.20/mcf) mainly due to lower realized prices related to liquids mix and differentials. The leverage profile remains above that of investment-grade E&P companies, but consistent with 'BB' category natural gas-focused peers. The 'BBB-'/'RR1' secured reserve-based credit facility rating reflects the historically superior recovery of reserve-based lending facilities, strong asset coverage, favorable semi-annual borrowing base redetermination schedule based on a PV-9 of proved reserves, and management's intent to scale capex to a neutral FCF profile resulting in limited expected borrowings. The potential sale of the Fayetteville assets is not expected to negatively impact recovery prospects given the restricted payment and redetermination provisions and lower commitment level relative to the borrowing base. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: --WTI oil price that remains flat at $55/barrel over the forecast period; --Henry Hub gas that trends up from $2.75/mcf in 2018 to a longer-term price of $3.00/mcf; --Average differential around $0.75/mcf in 2018 and 2019 followed by incremental improvements; --Total production under 2.6Bcfe/d, or an approximately 6% year-over-year growth, in 2018 followed by a flat-to-low-single-digit production growth profile thereafter; --Liquids mix, principally natural gas liquids, of approximately 14% in 2018 increases annually as production in the SW Appalachia region grows as a proportion of total production; --Discretionary capital spending, excluding capitalized interest and expenses, is forecast to be under $1 billion in 2018, consistent with guidance, followed by returns-driven capital spending thereafter; --No material M&A or shareholder activity. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action --Demonstrated commitment to lower gross debt levels. --Mid-cycle debt/EBITDA around 2.5x on a sustained basis. --Mid-cycle debt/PD reserves below $5.00 to $5.50/boe and/or debt/flowing barrel under $15,000. --Improving differential trends and unit cost profile. Developments that May, Individually or Collectively, Lead to Negative Rating Action --Mid-cycle debt/EBITDA in the 3.5x range on a sustained basis. --Mid-cycle debt/PD reserves nearing $6.00 to $6.50/boe and/or debt/flowing barrel above $17,500 to $20,000. --Further weakening in differential trends and the unit cost profile. LIQUIDITY Enhanced Liquidity Profile: Southwestern recently repaid and terminated its credit facility and term loan. Fitch estimates pro forma cash and equivalents were nominal as of March 31, 2018. Fitch expects the primary source of liquidity will be the $2 billion reserve-based credit facility ($3.2 billion borrowing base) maturing in April 2023, subject to a springing maturity provision. The credit facility is subject to a springing maturity of December 2021 if the company has not amended, redeemed, or refinanced the $1 billion notes due March 2022 by December 2021. Under the terms of the credit agreement, any amendments to the 2022 notes or refinance debt must extend to after July 2023. Fitch believes the combination of Fayetteville proceeds and an improving leverage profile will help mitigate any springing maturity risk. Improved Medium-term Maturity Profile: Southwestern has proactively improved its medium-term maturity profile through a combination of debt redemption and tender activity. The company has minimal maturities until the approximately $1 billion senior notes due March 2022. Amended Covenant Package: The main financial covenants, as defined in the reserve-based credit facility, is a minimum current ratio, including credit facility availability, of 1.0x and maximum net leverage ratio not to exceed 4.5x with annual 0.25x step-downs to 4.0x beginning June 30, 2020. Fitch believes the company has adequate financial covenant headroom. Manageable Other Liabilities: The company's pension obligations were underfunded by approximately $42 million as of Dec. 31, 2017, which Fitch considers to be manageable when scaled to mid-cycle funds from operations. Southwestern's asset retirement obligation (ARO) was about $165 million as of Dec. 31, 2017, which is approximately $24 million above reported year-end 2016 obligations mainly due to a revision of estimates. Other obligations totalled approximately $9.5 billion on a multi-year, undiscounted basis as of Dec. 31, 2017. The obligations mainly include: $9.2 billion in pipeline demand transportation charges and $213 million in operating leases for equipment, office space, etc. Approximately $3.0 billion of the reported pipeline obligations still require regulatory approvals and additional construction efforts. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Southwestern Energy Company --Long-Term IDR affirmed at 'BB'; --Secured reserve-based credit facility assigned 'BBB-'/'RR1'; --Unsecured credit facility affirmed at 'BB'/'RR4'; --Senior unsecured notes affirmed 'BB'/'RR4'. The Rating Outlook is Stable. Fitch also withdraws the $743 million credit facility and $1.191 billion term loan following repayment and termination. SPINLABEL TECHNOLOGIES: Has Until May 7 to Exclusively File Plan ---------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended SpinLabel Technologies, Inc.'s exclusive periods during which only the Debtor can file a plan of reorganization solicit acceptances for the plan through and including May 7, 2018, and July 6, 2018, respectively. The procedures order deadline set forth in the order shortening time for filing proofs of claim, establishing plan and disclosure statement filing deadlines, and addressing related matters is extended to through and including May 7, 2018. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-20123-153.pdf As reported by the Troubled Company Reporter on April 16, 2018, the Debtor asked for the extension, saying that as of April 6, 2018, it has not obtained the exit financing it seeks to emerge bankruptcy and operate post-confirmation. As a result, the Debtor requires additional time to obtain the exit financing, and prepare and finalize its plan and disclosure statement. About SpinLabel Technologies SpinLabel Technologies, Inc. -- http://www.spinlabels.com/-- is a Florida-based company dedicated to building and licensing its unique labeling technology that builds brand value by engaging current and prospective customers in the shopping corridor and at home. SpinLabel's proprietary, patented label Technology enables a spinning label (an outer Label over an inner label) to almost double the valuable messaging space on a container. SpinLabel is aligned with top label manufacturers globally to facilitate easy integration into most types of existing consumer product packaging. Based in Miami, Florida, SpinLabel -- which does business as Spinformation, Inc., as Accudial Pharmaceutical, Inc., and as Accudial, Inc. -- filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20123) on Aug. 9, 2017. In the petition signed by Alan Shugarman, its director, the Debtor estimated $1 million to $10 million in both assets and liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page PA, serves as the Debtors' bankruptcy counsel. SPRINGS INDUSTRIES: S&P Alters Outlook to Neg. & Affirms 'B' CCR ---------------------------------------------------------------- AEA Investors (AEA) and British Columbia Investment Management Corp. (BCI and, together with AEA, "the sponsors") have reached an agreement to acquire U.S.-based SIWF Holdings Inc., the parent company of Springs Industries Inc. S&P believes the transaction will increase the company's leverage to the high-7x range on a pro forma basis. S&P Global Ratings assigned its 'B' corporate credit rating to SIWF Holdings Inc. The outlook is negative. S&P said, "At the same time, we affirmed our 'B' corporate credit rating on Springs Industries Inc. (Springs), the operating entity of SIWF, and revised the outlook to negative from stable. "Concurrently, we assigned a 'B' issue-level rating and a '3' recovery rating to the proposed $840 million senior secured first-lien term loan facility maturing in 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%, rounded estimate 50%) recovery in the event of a payment default. "We also assigned a 'CCC+' issue-level rating and a '6' recovery rating to the proposed $305 million senior secured second-lien term loan facility. The '6' recovery rating indicates our expectation for negligible (0%-10%, rounded estimate 0%) recovery in the event of a payment default." All ratings are based on preliminary terms and are subject to review of final documents. S&P said, "We expect the company to use proceeds from the proposed credit facilities along with equity contribution to fund the buyout transaction and repay existing debt facilities. We expect to withdraw our corporate credit rating on Springs and existing issue-level ratings once these debt instruments are repaid in conjunction with the acquisition." Pro forma for the transaction, the company will have about $1,205 million of adjusted debt outstanding. S&P said, "Our ratings on SIWF and its operating entity Springs reflect the company's elevated debt burden following the leveraged buyout transaction, its small scale, narrow business focus in the window coverings industry, the discretionary nature of its product offerings, and our view that its operations are susceptible to decline in Renovation and Remodel ("R&R") activities, and to some extent, cyclical housing market. Pro forma for the transaction, leverage will increase to high-7x from about 5x at fiscal year-end 2017. However, we forecast leverage of approximately 7x at fiscal year-end 2018 and well below 7x at fiscal year-end 2019, primarily because of EBITDA growth." The negative outlook reflects the significant increase in the company's leverage pro forma for the transaction and the risk of a downgrade if the company is unable to reduce leverage to levels consistent with S&P's expectations. S&P said, "We could lower the ratings if the company does not reduce leverage to below 7x over the next 12 months or is unable to generate free operating cash flow at or above $30 million. We believe this could occur if the company fails to strengthen its operating performance due to intensified competition from its larger competitor, a decline in R&R activities, unfavorable housing markets, or deteriorated relationship with its core national retail partners. This could also occur if the company pursues a debt-funded acquisition or dividend. "We could revise the outlook to stable if the company reduces leverage to below 7x in 2019 and generates free cash flow in line with our forecasted levels." STEWART DUDLEY: Magnify Trustee Selling Condo Unit 2333 for $216K ----------------------------------------------------------------- Jeffery J. Hartley, Chapter 11 Trustee for Magnify Industries, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the condominium unit 2333 located at Emerald Beach Resort in Panama City Beach, Florida to Kenneth E. Buchholz and Connie Robertson for $215,500. At the hearing on May 22, 2017 the Court directed that all prospective sales of condominium units currently titled in the name of Magnify should be presented to the Court for consideration and approval on an expedited basis. The anticipated net proceeds are $199,254. The Buyers of the Unit wish to close as soon as practicable. The earnest money deposit is $4,000. A copy of the Asset Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Stewart_Dudley_858_Sales.pdf The sale of the Unit would reduce the expenses and carrying costs. To the best of the Trustee's knowledge, the Buyers have no connection to or relationship with the Debtor, Magnify or other parties in interest. The proposed prices represent an amount of $231 per square foot which is higher than previous sales approved by this Court for units in the same complex. Magnify, the current recorded title owner of the Unit, should be ordered and directed to promptly execute all necessary documents to effectuate the sale of the Unit. The net cash after paying the amounts required for closing will be placed in the escrow account at Engel, Hairston & Johanson, P.C. pending further order of the Court. The Trustee asks a telephonic hearing on the Motion on April 19, 2018 at 2:00 p.m. The Buyers: Kenneth E. Buchholz and Connie Robertson 1225 Prospect Promenade Pnama Cirt Beach, FL 32413 About Stewart Ray Dudley Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01842) on May 5, 2016, and is represented by R. Scott Williams, Esq. from Rumberger, Kirk & Caldwell, P.C. In January 2017, Buffalo Rock Company and James C. Lee, III, creditors of Stewart Ray Dudley, filed a motion for order directing the appointment of Peter W. Colmer as Chapter 11 Trustee for the Debtor's bankruptcy estate. They claimed that continuously acting against the best interest of his estate, the Debtor caused numerous assets to be transferred to Magnify Industries, LLC, including an automobile collection previously valued at over $5,500,000; 100% of his interest of an updated warehouse and event space commonly referred to as Old Car Heaven previously valued at over $1,534,000; and 17 beach front condominiums. Buffalo Rock is represented by Burr & Forman LLP. James C. Lee, III, is represented by Bradley Arant Boult Cummings LLP. The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on Feb. 24, 2017. The Trustee: Mr. Jeffery Hartley P.O. Box 2767 Mobile, AL 36652 E-mail: jjh@helmsinglaw.com The Trustee is represented by: Ogden S. Deaton, Esq. GRAHAM & CO. 110 Office Park Drive Suite 200 Birmingham, AL 35223 E-mail: ogdend@grahamcompany.com STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit for $216K OK'd ------------------------------------------------------------------- Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Jeffery J. Hartley, Chapter 11 Trustee for Magnify Industries, LLC, to sell the condominium unit 2333 located at Emerald Beach Resort in Panama City Beach, Florida to Kenneth E. Buchholz and Connie Robertson for $215,500. The net sales proceeds will be placed in the escrow account of Engel, Hairston & Johanson P.C., to be held pending further order of the Court. About Stewart Ray Dudley Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 16-01842) on May 5, 2016, and is represented by R. Scott Williams, Esq. from Rumberger, Kirk & Caldwell, P.C. In January 2017, Buffalo Rock Company and James C. Lee, III, creditors of Stewart Ray Dudley, filed a motion for order directing the appointment of Peter W. Colmer as Chapter 11 Trustee for the Debtor's bankruptcy estate. They claimed that continuously acting against the best interest of his estate, the Debtor caused numerous assets to be transferred to Magnify Industries, LLC, including an automobile collection previously valued at over $5,500,000; 100% of his interest of an updated warehouse and event space commonly referred to as Old Car Heaven previously valued at over $1,534,000; and 17 beach front condominiums. Buffalo Rock is represented by Burr & Forman LLP. James C. Lee, III, is represented by Bradley Arant Boult Cummings LLP. The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on Feb. 24, 2017. The Trustee: Mr. Jeffery Hartley P.O. Box 2767 Mobile, AL 36652 E-mail: jjh@helmsinglaw.com The Trustee is represented by: Ogden S. Deaton, Esq. GRAHAM & CO. 110 Office Park Drive Suite 200 Birmingham, AL 35223 E-mail: ogdend@grahamcompany.com SUPERIOR BOILER: Taps Oaktree Law as Legal Counsel -------------------------------------------------- Superior Boiler Repair Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Oaktree Law as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; review claims of creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Julie Villalobos, Esq., and Larry Fieselman, Esq., the attorneys who will be handling the case, will each charge $400 per hour for their services. Associate attorneys will charge an hourly fee of $250. Oaktree Law received a pre-bankruptcy retainer in the sum of $20,000. Ms. Villalobos, owner of Oaktree Law, disclosed in a court filing that she does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Julie J. Villalobos, Esq. Oaktree Law 10900 183rd St., Suite 270 Cerritos, CA 90703 Tel: 562-741-3938 Fax: 888-408-2210 Email: julie@oaktreelaw.com About Superior Boiler Repair Inc. Superior Boiler Repair Inc. is a privately-held company that provides building boilers repair services. Its products include boilers, burners, feed water tanks, industrial water heaters and pumps. The company was founded in 1979 and is headquartered in Bell Gardens, California. Superior Boiler Repair sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13505) on March 29, 2018. In the petition signed by Omar Gamarra, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Sandra R. Klein presides over the case. SWITCH LTD: S&P Affirms 'BB' Corp Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on Las Vegas-based Switch Ltd. The outlook is stable. S&P said, "At the same time, we affirmed the 'BBB-' issue-level rating on the company's senior secured $500 million revolving credit facility maturing in 2022 and $600 million term loan maturing in 2024 ($597 million outstanding). The recovery rating remains '1', indicating our expectation of very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. "The rating on Switch primarily reflects our assessment of the company's high degree of revenue and cash flow visibility provided by average contract lengths between three and five years, annual price escalators typically between 1.5% and 3.0%, and dominant position within its existing markets, which contribute to industry-leading annual churn of less than 1%. The company's limited geographic diversity somewhat offsets these factors, since the majority of revenue comes from the Las Vegas market. We expect FOCF will be negative over the next year due to continued elevated capital spending to support data center expansion with leverage between 2x and 2.5x. "The stable outlook reflects our expectation that while leverage will remain between 2x and 3x over the next year, FOCF will continue to be negative due to elevated capital spending to support data center expansion. "While unlikely over the next year, we could lower the rating if operating performance weakens due to competitive pressures or overexpansion of data center capacity, causing pricing pressure, a decline in utilization, or elevated churn, which results in margin compression and a sustained increase in leverage above 3.5x. "While unlikely over the next year, we could raise the rating if leverage remains below 3.5x on a sustained basis with positive FOCF. Alternatively, we could raise the rating over the longer term if the company successfully increases its scale and improves geographic diversity while managing churn and utilization near current levels." SYMANTEC CORP: Fitch Affirms IDR at BB+, Outlook Positive --------------------------------------------------------- Fitch Ratings has affirmed the ratings for Symantec Corporation at 'BB+'. The Rating Outlook is Positive. Fitch's affirmation affects approximately $6.7 billion of debt, including the $1 billion undrawn revolving credit facility (RCF) expiring 2021. Fitch's ratings reflect Symantec's progress in the past eighteen months in re-aligning its strategy and operations around its core enterprise and consumer cybersecurity business. The company has executed on integrating a number of acquisitions, divestiture of non-core businesses and debt reduction. These efforts have led to the reduction in peak pro-forma gross leverage of 5.5x immediately after the LifeLock acquisition to 3.1x at the end of calendar 2017. The Positive Outlook reflects Fitch's expectation that Symantec will further reduce its leverage to below 2.5x within the near-term; Fitch looks for the company's public commitment to maintaining a leverage that is consistent with investment-grade ratings. KEY RATING DRIVERS Focus on Core Segments: Since 2016, Symantec has been solidifying its market leadership position with renewed focus around enterprise and consumer segments; this has resulted in the strengthening of its competitiveness in the cybersecurity market. The acquisitions and successful integration of Blue Coat and LifeLock have significantly enhanced the company's capabilities around its two core segments. To further sharpen its focus and capabilities, Symantec acquired Fireglass and Skycure, and divested its non-core Website Security Service (WSS) during 2017. Secular Industry Growth: With the continuing expansion of IT applications, the protection of data and IT networks against threats has been the tailwind supporting secular industry growth for cybersecurity. Fitch anticipates that the global cyber security market will grow at a CAGR of approximately 10% over the next five years. Fitch believes the industry trend will benefit industry leaders including Symantec. IT Security Threats Increasingly Complex: IT security threats have evolved from PC-centric to mobile devices, the internet of things (IoT), networks and user identities, as shown by a number of recent large-scale attacks. The trend opened a window for niche solutions, addressing threats beyond the traditional PC-centric security to protect users, data and networks at various levels of the internet. While some of these solutions were developed by legacy security providers, many were created by suppliers with narrow expertise. Symantec has realigned its products to better address market needs, including more user-centric security solutions and comprehensive enterprise security solutions. Industry Fragmentation Peaking: While the overall IT security market is growing, niche solution providers are gaining market share at the expense of legacy security providers. The combined market share of the top-five IT security providers, including Symantec, declined over the last 10 years to less than 40% in 2015 from a high of more than 50%. Given the cost of addressing market needs, Fitch believes the industry could begin to consolidate in the near to medium term around the major incumbents as they seek to expand product offerings. Strengthening FCF and Leverage Profiles: Fitch expects Symantec's FCF to strengthen over its ratings horizon primarily through organic growth; Fitch forecasts the company's FCF margins to normalize at approximately 21% in fiscal 2019 (after dividends), exceeding $1 billion. Expansion of FCF margins have been driven by the refocusing of Symantec's corporate strategy and continuing realization of synergies from acquisitions. Fitch expects Symantec to continue to de-lever with its strong FCF generation and available cash on balance sheet; Fitch estimates the company's gross leverage to be 2.7x at the end of fiscal 2018, with the capacity to reduce leverage further to 2.1x at the end of fiscal 2019. Acquisition Risk: While Fitch expects Symantec to remain an industry leader in IT security, it believes the fragmented industry could consolidate in the near to medium term with Symantec likely to participate as an acquirer. However, as Fitch believes the acquisitions of Blue Coat and LifeLock have significantly enhanced Symantec's position in the industry, incremental acquisitions could be smaller in scale for the purpose of enhancing of Symantec's technologies, consistent with the recent acquisitions of Fireglass and Skycure. DERIVATION SUMMARY Fitch's ratings are supported by Symantec's focus around the enterprise and consumer segments for IT security after a series of acquisitions and divestitures; the company has successfully executed on its transformation to narrow its product focus with more depth in addressing a wide range of IT security threats. In Fitch's view, Symantec has executed well in the past 18 months, in integration of acquired companies, divestiture of non-core businesses and in realization of planned debt reduction. Fitch believes the transformation has solidified Symantec's position as a leader in both the enterprise and consumer segments while improving profitability. Since pro-forma gross leverage peaked at 5.5x immediately after the LifeLock acquisition in 2017, the company reduced its gross leverage to 3.1x by the end of calendar 2017. The Positive Outlook reflects Fitch's expectation that Symantec will further reduce its leverage to below 2.5x over the near-term; Fitch looks for the company's commitment to continue maintaining a leverage that is consistent with investment-grade ratings. Fitch views Citrix Systems (BBB/Stable) as a close comparison to Symantec as they both operate within the IT security industry; however, Citrix Systems is primarily in the enterprise segment where demand and profitability could be more resilient through the cycle. The two companies have comparable margin profiles; Symantec's LTM gross leverage of 3.1x is higher than that of Citrix Systems at 2.9x.Fitch also compared the company against Constellation Software, Inc. (BBB/Stable), which has gross leverage below 1x. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer - Revenue growth remains in mid- to high-single-digits through the forecast period; - EBITDA margins remain stable in the high-30% range; - A total of $1.6 billion share buyback through fiscal 2021; - Acquisitions averaging $500 million per year. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action - Fitch's expectation of forward gross leverage sustaining below 2.5x; - Revenue growth above high single-digits implying stable market position; - EBITDA sustaining above $2 billion; - Public capital allocation policy that prioritizes debt reduction to below 2.5x. Developments that May, Individually or Collectively, Lead to Negative Rating Action - Fitch's expectation of gross leverage sustaining above 3x; - Negative organic revenue growth implying weakening market position; - EBITDA margins sustaining below 30%; - Significant debt-financed acquisitions that significantly alter the company's credit profile. LIQUIDITY Symantec's liquidity was solid, supported by $2.5 billion of readily available cash on hand and $1.0 billion available under its revolver. Fitch expects liquidity to be supported by Symantec's rising FCF over its rating horizon as the company benefits from acquisition-related product synergies and cost reductions. Fitch forecasts Symantec's FCF (post dividend) to be more than $1.0 billion for fiscal 2019, and to grow to nearly $1.2 billion in fiscal 2021. In conjunction with readily available cash and its revolver, Fitch believes Symantec has sufficient financial flexibility to execute on its more focused strategy. Maturity Profile: Symantec's $2.3 billion senior unsecured notes mature in 2020-2025. Its $1.1 billion senior unsecured term loan A, series A-1 and A-2, matures in 2019, and a $570 million senior unsecured term loan A, series A-3 and A-5, held by Symantec Holdings Limited, matures in 2019 and 2021. The company's existing undrawn $1.0 billion senior unsecured revolver matures in 2021 and $1.8 billion in senior unsecured convertibles mature in 2021. Debt Structure: Symantec Corp. holds $5.1 billion in debt, while Symantec Holdings Limited holds an additional $570 million in senior unsecured term loans. The debt held at Symantec Corp. is guaranteed by material domestic subsidiaries that, either individually or collectively, have total tangible assets exceeding the greater of $100 million and 0.75% of consolidated total assets. The debt at Symantec Holdings Limited is guaranteed by both material domestic subsidiaries and material foreign subsidiaries. FULL LIST OF RATING ACTIONS Fitch affirms Symantec Corporation's ratings as follows: Symantec Corporation - Long-term Issuer Default Rating (IDR) at 'BB+'; - $1 Billion Unsecured RCF at 'BB+'/'RR4'; - Unsecured Term Loans 'BB+'/'RR4'; - Senior Unsecured Notes 'BB+'/'RR4'. Symantec Holdings Limited - Long-term IDR at 'BB+'; - Senior Unsecured Term Loans 'BB+'/'RR4'. SYNERMED INC: Fails to Pay February 2018 Rent --------------------------------------------- SynerMed, a company that manages physician practices serving hundreds of thousands of Medicaid and Medicare patients across California, failed to remit the February 2018 rent at the Los Angeles Corporate Center, according to a Fitch Ratings report. According to Fitch, the Los Angeles Corporate Center has been put on the watchlist due to the third largest tenant Synermed (12%) being in monetary default for failure to pay rent. Chad Terhune, writing for Kaiser Health News, reported in November that, SynerMed is planning to shut down amid scrutiny from state regulators and health insurers. According to that report, the company's chief executive, James Mason, notified employees in an internal email Nov. 6, obtained by Kaiser Health News, that audits by health plans found "several system and control failures within medical management and other departments." As a result, Mr. Mason wrote, the company "will begin the legal and operational steps to shut down all operations." He said he was working on the transition of SynerMed's clients to another management firm within the next 180 days. The California Department of Managed Health Care has confirmed it is investigating the company, Kaiser Health News said. In its recent report, Fitch affirmed 19 classes of CD 2017-CD4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-CD4. According to Fitch, the overall pool performance remains stable from issuance; Fitch's loss expectations are unchanged from issuance. There are no delinquent or specially serviced loans. As of the April 2018 distribution date, the pool's aggregate balance has been reduced by 0.4% to $897 million, from $900 million at issuance. One loan (6.6%) is on the servicer's watchlist, and none are considered Fitch loans of concern. Fitch said loans backed by office properties represent 41.7% of the pool, including 33% in the top 15. Hotel properties represent 20.8%, including 16.2% in the top 10. The pool, according to Fitch, has one loan (6.6%) on the servicer's watchlist, Los Angeles Corporate Center, which is four office buildings with 385,775 SF located in Monterey Park, CA. The property was put on the watchlist due to the third largest tenant Synermed (12%) being in monetary default for failure to remit February 2018 rent and there are reports that Synermed is shutting down all operations. The property also contains multiple high quality tenants. SynerMed, Inc. -- http://www.synermed.com/-- develops customized information technology and business management solutions for independent physicians. The company offers cloud-based SynerMed CONNECT portal that provides an array of clinical information, practice enhancement and management tools; and comprehensive online practice and patient management by allowing administrators and physicians to access, store, and process information. It also provides CAREGIVER portal that offers features to assist in-home supportive service consumers and providers. TAMPA HYDE PARK: Hires Farrell & Patel as Counsel ------------------------------------------------- Tampa Hyde Park Cafe, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Farrell & Patel, P.A., as special counsel to the Debtor. Tampa Hyde Park requires Farrell & Patel to assist the Debtor in the pursuit of the Debtor's claim for lost business/income and other damages against BP Oil Company resulting from the 2010 BP Gulf Coast Oil Spill. Farrell & Patel will be paid as follows: (a) 25% of any funds recovered from the BP Claim if litigation is not required, or (b) 40% of any funds recovered from the BP Claim if litigation is required. Farrell & Patel will also be reimbursed for reasonable out-of-pocket expenses incurred. Joey M. McCall, partner of Farrell & Patel, 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. Farrell & Patel can be reached at: Joey M. McCall, Esq. FARRELL & PATEL, P.A. 2701 Ponce De Leon Blvd Coral Gables, FL 33134 Tel: (305) 300-3000 About Tampa Hyde Park Cafe Tampa Hyde Park Cafe LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-04868) on June 6, 2016. In the petition signed by Thomas Ortiz, managing member, the Debtor estimated its assets at $100,000 to $500,000 and debts at $1 million to $10 million. The Debtor is represented by Leon A. Williamson, Jr., Esq., at the Law Office of Leon A. Williamson, Jr. P.A. The Debtor's original counsel was W. Bart Meacham, Esq., who has not had an application to be employed approved. TEXAS E&P: Trustee's Sale of Property to Buffco for $15K Approved ----------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating, Inc., to sell the Debtor's leasehold interest in the Charlie Thompson No. 1 Gas Unit, the Charlie Thompson No. 1 Gas Well and all fixtures and equipment associated therewith, including but not limited to three liquid storage tanks, one heater treater, one 3-phase separator, one 2-phase separator, and wellhead and metering equipment, to Buffco Production, Inc. for $15,000. The sale is free and clear of all liens, claims and encumbrances. All unpaid and due ad valorem taxes attributable to the property being sold payable to Cherokee County for tax years prior to 2018 will be paid from the sale proceeds at or as soon as possible after closing and the ad valorem tax lien of Cherokee County will attach to the proceeds until such payment. The lien created for 2018 ad valorem taxes to Cherokee County will remain attached to the property being sold notwithstanding the Order. Any valid liens, claims and encumbrances will attach to the proceeds of such sale to the same extent, in the same priority, and with the same validity, as was the case against the property prior to the proposed sale. About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com/-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc., f/k/a Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017. In the petition signed by Mark A. Plummber, president, the Debtor estimated its assets and liabilities at between $10 million and $50 million. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors' in the Debtor's case. The Committee retained Okin Adams LLP as its legal counsel. On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as bankruptcy counsel. Snow Spence Green LLP, is the special counsel. THINK TRADING: Has Until July 10 to Exclusively File Plan --------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Think Trading, Inc., and affiliates Funkytownmall.com and Salon Supply Store, LLC, the deadline for Debtors to file a Plan and Disclosure Statement, and the exclusivity period for them to file and solicit acceptances of same through and including July 10, 2018. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-24767-73.pdf As reported by the Troubled Company Reporter on April 5, 2018, SSS liquidated on March 8, 2018, its inventory at auction pursuant to Section 363. As noted in the recently-filed Auction Report, the net proceeds from said auction total $17,372, and in order to minimize any further administrative expenses, SSS will seek authorization to disburse the Auction Proceeds consistent with ordinary priority rules under the Bankruptcy Code in conjunction with the dismissal of the SSS bankruptcy case. It is anticipated that additional time will be needed to determine the amounts, and to whom, the auction proceeds will be distributed prior to dismissal. It is also anticipated that additional time will be required to determine the best course of action to facilitate maximum distributions to creditors of TTI and FTM. Specifically, Mr. and Mrs. Mitchell have already invested approximately $45,000 in postpetition funding, and they anticipate investing another $100,000 - $200,000 to cover residual operational shortfalls, purchase new inventory, and fund a Plan. About Think Trading Think Trading Inc. -- https://thinktradinginc.com/ -- is a distribution e-commerce company with multiple online storefronts, marketplace operations and over 14,000 products. It provides wholesale and retail sales of products in various industries. Based in Palm Beach Gardens, Florida, Think Trading is housed in a 60,000-foot warehouse where all inventory, packaging, and shipping is housed and handled. It was founded in 2001 and has more than 50 employees. Think Trading's affiliate Funkytownmall.com, Inc., offers a selection of body jewelry online while Salon Supply Store LLC, a company based in Palm Beach Gardens, Florida, provides its customers with a variety of salon equipment and beauty supplies ranging from popular nail polish brands to spray tanning machines and salon furniture. Think Trading, Funkytownmall.com and Salon Supply Store sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24767 to 17-24769) on Dec. 12, 2017. The cases are jointly administered under Case No. 17-24767. In the petitions signed by Gustavo Mitchell, president of Think Trading and FunkytownMall.com, Think Trading and FunkytownMall.com estimated assets of less than $50,000 and liabilities of less than $1 million, and Salon Supply estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the cases. The Debtors hired Lubliner Kish PLLC as Chapter 11 counsel. The Debtors also hired Jeffrey Pasternack, and the firm of Pasternack Associates LLC, to provide accounting and bookkeeping services to their bankruptcy estates. TROPICAL DELI: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Tropical Deli Cafe Corp. dba The New Tropical Deli 2, Inc. dba 88-18 Tropical Restaurante Corp. dba Tropical Restaurant dba Woodhaven Tropical Restaurant dba Tropical Restaurant & Lounge dba Tropical Greenpoint 89-17 Jamaica Avenue Woodside, NY 11432 Business Description: Tropical Deli Cafe Corp. is a privately held company in Woodside, New York that operates in the restaurants industry. Chapter 11 Petition Date: May 2, 2018 Case No.: 18-42595 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Damond J. Carter, Esq. CARTER & ASSOCIATE ATTORNEYS, PLLC 180 Talmadge Road, Suite 518 Edison, NJ 08817 Tel: (862) 205-7750 Email: damcart@hotmail.com info@carter-assocs.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cristina Alzate, Ecuo Foods, director. 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/nyeb18-42595.pdf VANTAGE CORPORATION: Case Summary & 7 Unsecured Creditors --------------------------------------------------------- Affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Vantage Corporation 18-57728 178 S. Main Street, Suite 150 Alpharetta, GA 30009 Vantage Advisory Management LLC 18-57731 VF(x) LP 18-57735 TradeLogix LLC 18-57736 TradeVue LLC 18-57737 Business Description: The Debtors comprise a family of entities that develop and utilize proprietary software and technology to trade and invest in publicly traded securities and commodities. The Debtors were formed in 2014 after an approximately 30 year partnership between the Debtors' founders developing software in the trading business for the purposes of obtaining investors and raising sufficient equity capital to grow and reach the scale necessary to succeed. In March 2014, Vantage Corporation was formed as part of an overall business plan, which included the formation of subsidiaries that would assist Vantage and its shareholders in generating revenue by utilizing the proprietary trading software and technology that had been developed. TradeVue LLC is the entity that has employed the software developers for the development of the Debtors' proprietary trading software and technology. TradeVue has operated the research lab and software and systems for trading operations and has been responsible for connectivity, hardware, co-location services, networking and monitoring of all trading systems. TradeLogix LLC was formed in 2014 expressly to produce trading results using the proprietary software. Vantage Advisory Management was formed in 2016 with the intent of growing the Debtors' money management business by managing a number of hedge funds and pursuing large joint venture opportunities utilizing the proprietary trading technology developed. Formed in 2016, VF(x)LP is a hedge fund that at one point had six investors. Chapter 11 Petition Date: May 4, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtors' Counsel: Lee B. Hart, Esq. NELSON MULLINS RILEY & SCARBOROUGH, LLP Georgia Bar No. 502311 201 17 th Street, Suite 1700 Atlanta, Georgia 30363 Tel: (404) 322-6349 Fax: (404) 322-6050 Lee.hart@nelsonmullins.com Estimated Estimated Assets Liabilities ----------- ----------- Vantage Corporation $100K-$500K $100K-$500K Vantage Advisory Management $0-$50K $100K-$500K The petitions were signed byBrian Askew, president. A full-text copy of Vantage Corporation's petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-57728.pdf A full-text copy of Vantage Advisory Management's petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-57731.pdf WESTPORT HOLDINGS: Proposed Sale of All Assets Denied as Moot ------------------------------------------------------------- Judge Michael Williamson of the U.S. Bankruptcy Court for the Middle District of Florida denied as moot Westport Holdings Tampa, LP's proposed sale of substantially all assets free and clear of all liens, claims and encumbrances. A hearing on the Amended Motion and Resident Committee's objection to sale was held on April 12, 2018 at 1:30 p.m. The Court has previously entered an order terminating the asset purchase agreement which is the subject of the Motion and the Objection. For the reasons stated orally and recorded in open court, the proposed sale is denied as moot, the objection is overruled as moot. About Westport Holdings Tampa Westport Holdings Tampa, d/b/a University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016. Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy counsel. Broad and Cassel is the special counsel for healthcare and related litigation matters. Jeffrey Warren was appointed as examiner in the Debtors' cases. He is represented by Bush Ross, P.A. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 11, 2016, and an official committee of resident creditors on Dec. 29, 2016. The resident committee is represented by Jennis Law Firm. WF-RBS 2011-C2: Moody's Affirms Class E Cert Rating at Ba1 ---------------------------------------------------------- Moody's Investors Service has affirmed the ratings on eight classes in WF-RBS Commercial Mortgage Trust 2011-C2, Commercial Mortgage Pass-Through Certificates, Series 2011-C2, as follows: Cl. A-4, Affirmed Aaa (sf); previously on May 1, 2017 Affirmed Aaa (sf) Cl. B, Affirmed Aaa (sf); previously on May 1, 2017 Affirmed Aaa (sf) Cl. C, Affirmed Aa2 (sf); previously on May 1, 2017 Affirmed Aa2 (sf) Cl. D, Affirmed Baa1 (sf); previously on May 1, 2017 Affirmed Baa1 (sf) Cl. E, Affirmed Ba1 (sf); previously on May 1, 2017 Affirmed Ba1 (sf) Cl. F, Affirmed B2 (sf); previously on May 1, 2017 Affirmed B2 (sf) Cl. X-A, Affirmed Aaa (sf); previously on May 1, 2017 Affirmed Aaa (sf) Cl. X-B, Affirmed Ba3 (sf); previously on May 1, 2017 Affirmed Ba3 (sf) RATINGS RATIONALE The ratings on the six 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 were affirmed based on the credit quality of the referenced classes. Moody's rating action reflects a base expected loss of 0.8% of the current pooled balance, compared to 1.3% at Moody's last review. Moody's base expected loss plus realized losses is now 0.4% of the original pooled balance, compared to 0.8% at the last 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 methodologies used in rating WF-RBS Commercial Mortgage Trust 2011-C2, Cl. A-4, Cl. B, Cl. C, Cl. D, Cl. E, and Cl. F were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017 and "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower CMBS" published in July 2017. The methodologies used in rating WF-RBS Commercial Mortgage Trust 2011-C2, Cl. X-A and Cl. X-B were "Approach to Rating US and Canadian Conduit/Fusion CMBS" published in July 2017, "Moody's Approach to Rating Large Loan and Single Asset/Single Borrower 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 17, 2018 distribution date, the transaction's aggregate certificate balance has decreased by 46% to $706.2 million from $1.299 billion at securitization. The certificates are collateralized by 37 mortgage loans ranging in size from less than 1% to 12% of the pool, with the top ten loans (excluding defeasance) constituting 54% of the pool. Two loans, constituting 13% of the pool, have investment-grade structured credit assessments. Nine loans, constituting 24% 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 15, compared to 17 at Moody's last review. Two loans, constituting 2.6% of the pool, are on the master servicer's watchlist. The watchlist includes loans that meet certain portfolio review guidelines established as part of the CRE Finance Council (CREFC) monthly reporting package. As part of Moody's ongoing monitoring of a transaction, the agency reviews the watchlist to assess which loans have material issues that could affect performance. There are currently no loans in special servicing and the deal has experienced no losses. Moody's received full year 2016 operating results for 100% of the pool, and full or partial year 2017 operating results for 90% of the pool (excluding defeased loans). Moody's weighted average conduit LTV is 77%, compared to 83% 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 12% to the most recently available net operating income (NOI). Moody's value reflects a weighted average capitalization rate of 9.5%. Moody's actual and stressed conduit DSCRs are 1.63X and 1.37X, respectively, compared to 1.54X and 1.27X at the last review. Moody's actual DSCR is based on Moody's NCF and the loan's actual debt service. Moody's stressed DSCR is based on Moody's NCF and a 9.25% stress rate the agency applied to the loan balance. The largest loan with a structured credit assessment is the Borgata Ground Leases Loan ($55.2 million -- 7.8% of the pool), which is secured by five parcels of land underlying portions of the Borgata Hotel Casino & Spa Complex in Atlantic City, New Jersey. The property is leased pursuant to four separate ground leases, all of which expire in December 2070. Moody's structured credit assessment and stressed DSCR are baa1 (sca.pd) and 1.23X, respectively, compared to baa1 (sca.pd) and 1.21X at the last review. The second loan with a structured credit assessment is the Port Charlotte Town Center Loan ($35.3 million -- 5.0% of the pool), which is secured by 490,000 SF of NRA contained within a 774,000 SF super regional mall in Port Charlotte, Florida. The mall is anchored by Sears, JC Penney and a 16-screen Regal Cinemas, which are all part of the collateral. Additionally, Dillard's, Macy's and Bealls are anchors at the property but not part of the collateral. The property is located along Tamiami Trail (US 141). As of December 2017, the property was 95% leased, compared to 90% at the prior review. Moody's structured credit assessment and stressed DSCR are baa2 (sca.pd) and 1.50X, respectively, compared to baa2 (sca.pd) and 1.47X at the last review. The top three conduit loans represent 24% of the pool balance. The largest loan is The Arboretum Loan ($81.6 million -- 11.6% of the pool), which is secured by a Wal-Mart anchored retail center totaling 563,000 SF located in Charlotte, North Carolina. The property consists of 12 one-story buildings, five pad sites and a 16-screen movie theater. Additional tenants at the property are Harris Teeter, Regal Cinemas, Bed Bath and Beyond and Barnes and Noble. As of December 2017, the property was 99% leased, compared to 100% at last review. Moody's LTV and stressed DSCR are 81% and 1.20X, respectively, compared to 88% and 1.10X at the last review. The second largest is the Pan American Life Loan ($44.4 million -- 6.3% of the pool), which is secured by a 28-story Class A office building in the central business district (CBD) of New Orleans, Louisiana, close to the French Quarter & the Warehouse District. The largest tenants are Pan-American Life Insurance, iBeriaBank and McGlinchey Stafford. As of December 2017, the property was 89% leased, compared to 90% at the last review. Moody's LTV and stressed DSCR are 79% and 1.30X, respectively, compared to 87% and 1.18X at the last review. The third largest loan is the Patton Creek Loan ($40.6 million --5.7% of the pool), which is secured by a 484,706 SF power shopping located in Hoover, Alabama. The shopping center contains a mix of retail anchor and in-line shop tenants. The largest tenants are Dick's Sporting Goods, Carmike Cinemas, Christmas Tree Shops and Buy Buy Baby. The property features a 15-screen, stadium style seating movie theater. As of December 2017, the property was 90% leased compared to 95% at last review. Moody's LTV and stressed DSCR are 83% and 1.27X, respectively, compared to 80% and 1.32X at the last review. WME ENTERTAINMENT: S&P Affirms 'B' Rating on Debt Refinancing ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Beverly Hills, Calif.-based WME Entertainment Parent LLC. This rating is the same as S&P's rating on its subsidiary operating company WME IMG Holdings LLC. The outlook remains stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to William Morris Endeavor Entertainment LLC and IMG Worldwide Holdings LLC's proposed first-lien debt, which consists of an $200 million revolving credit facility due 2023 and an $2.775 billion first-lien term loan due 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. "The company will use the proceeds from this transaction to refinance its existing revolver and first-lien term loan and fully repay the outstanding borrowings under its second-lien term loan. We plan to withdraw all of our ratings on the company's current first-lien and second-lien debt when the refinancing transaction is complete. "Despite our updated forecast for consolidated adjusted leverage to be in the low-7x area in 2018, which is weak compared to our downgrade threshold of 7.5x, we affirmed our 'B' corporate credit rating on Endeavor because we anticipate it will achieve good revenue and EBITDA growth in 2019 and maintain sizeable cash balances from recent equity investments. In addition, we view the proposed refinancing transaction as leverage-neutral because Endeavor will use the anticipated cash distribution from Learfield and other parties, as partial consideration for its merger with the company's IMG College segment, to repay debt. We expect Endeavor's core business to post good organic growth in 2018 on growth in its media contracts, a favorable environment for talent representation, and new TV and film projects. We also assume that Endeavor's subsidiary UFC will significantly increase its revenue by successfully renegotiating its media rights contract by the end of 2018, which should provide the parent company with a plausible path to increase its consolidated EBITDA and reduce its leverage in 2019. Endeavor also recently conducted meaningful equity raises and had $800 million of cash balances as of Dec. 31, 2017. We believe that it may deploy this capital for acquisitions over time, which could reduce its leverage beyond the expectations in our current base-case forecast. In addition, the cash distribution from Learfield and other investors that Endeavor will use to prepay its debt largely offsets the deconsolidation of IMG College's EBITDA. "The outlook on Endeavor remains stable despite our forecast that the company's consolidated adjusted leverage will be in the low-7x area in 2018, which is weak compared with our 7.5x downgrade threshold. This is because we believe Endeavor will achieve good revenue and EBITDA growth in its representation, TV packaging, UFC, and other sports and media properties in a manner that will reduce its consolidated adjusted leverage closer to the 6x area in 2019, absent any incremental leveraging transactions. "We could lower our rating on Endeavor if the company significantly underperforms our operating expectations or fails to successfully integrate its acquisitions. We could also lower the ratings if the company and Silver Lake commit to pursue a policy of increased leverage such that its total adjusted debt-to-EBITDA remains above 7.5x. "We could raise our rating on Endeavor by one notch once we are confident that management has successfully integrated its recent and planned acquisitions and can maintain adjusted debt-to-EBITDA of less than 5.5x. In order to raise the rating, we would also need to be confident that management and Silver Lake would not use potential future debt capacity to add leverage for further acquisitions or distributions." WME IMG: Moody's Assigns B2 Rating on $3.1 Billion Credit Facility ------------------------------------------------------------------ Moody's Investors Service affirmed WME IMG, LLC's (d/b/a Endeavor) B2 Corporate Family Rating (CFR) and assigned a B2 rating to the proposed first lien credit facility (including a new $2,775 million first lien term loan and a $200 million revolver) issued by its subsidiary. The outlook remains stable. The use of proceeds of the first lien term loan is expected to refinance the existing first lien and second lien term loan and the proposed $200 million revolver will replace the existing $100 million revolver that matures in 2019. The refinancing will extend the WME IMG, LLC's (WMG IMG) debt maturity schedule, reduce interest expense, and increase its revolver capacity. The ratings on the existing first and second lien credit facilities will be withdrawn after repayment. The company has announced a transaction to merge its IMG College business with Learfield Communications which is currently pending regulatory approval. The parent company of WME IMG is anticipated to maintain an equity position in the combined company, but it will be held outside the existing credit group. Moody's expects WME IMG will repay debt to offset the loss of EBITDA from IMG College to the credit group if the transaction closes. If the transaction results in an increase in leverage, the ratings would likely face negative rating pressure given the already very high leverage level of 7.3x as of Q4 2017. A summary of Moody's actions are as follows: Issuer: WME IMG, LLC Corporate Family Rating affirmed B2 Probability of Default Rating affirmed B2-PD Outlook is stable Issuer: William Morris Endeavor Entertainment, LLC New $200 million gtd senior secured first lien revolver due 2023, assigned a B2 (LGD3) New $2,775 million gtd senior secured first lien term loan due 2025 assigned a B2 (LGD3). The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. RATINGS RATIONALE WME IMG's B2 CFR reflects the company's very high leverage of 7.3x as of Q4 2017 (including Moody's standard adjustments and pro-forma for recent acquisitions) which positions the company very weakly at the existing rating. The company's plan to remove the IMG College business from the credit group would leave the company slightly smaller and less diversified. While the college business has underperformed expectations and was not anticipated to be a driver of performance going forward, it still represents a material loss of value to the credit group which would need to be offset with a reduction in debt. Additional concerns surrounding the company are the amount of add backs to EBITDA as well as a history of aggressive financial policies. Free cash flow is limited and negatively impacted by distributions and tax reimbursements to equity holders which reduce the cash available for debt repayment or acquisition. The rating receives support from the size of the company with global scale and diversified operations in client representation, event operations, distribution of media, sponsorship, as well as marketing and other services. While WME IMG does not own a significant amount of content or events, ownership of events has been an increased focus for the company and has become a larger portion of its events business. The company is expected to evaluate additional acquisitions which will be a source of growth and help to enhance and diversify its service offerings, although leverage levels could be impacted depending on how they are financed. Moody's also anticipates WME IMG will benefit from the increasing value of sports and original content worldwide as well as from revenue synergies as the organization utilizes existing relationships within television, film, sports, music, and advertising to further grow the business. The stable outlook reflects Moody's expectation for EBITDA growth in the low to mid-single digits which should reduce leverage to approximately 7x over the next twelve months. However, the removal of IMG College from the credit group without a corresponding amount of debt repayment would likely lead to a negative rating action. WME IMG is expected to have adequate liquidity with $356 million of cash (excluding cash at unrestricted subsidiaries and the parent company) as of Q4 2017 and an undrawn $200 million revolver that matures in 2023. Free cash flow is expected to be modest relative to the amount of debt outstanding due to interest expense, capex, equity distributions, and contingent acquisition payments. The revolver is expected to be subject to a maximum leverage ratio covenant to be determined when greater than 35% of the revolver is drawn. The term loan is covenant lite. The company has the ability to issue an incremental facility of $550 million or up to the level permitted by an incurrence leverage ratio of 5x. The term loans and revolving credit facility have a secured claim on the assets, although the company has other joint ventures and minority ownerships that could be sold for additional liquidity without disrupting the core business. Given the currently very high leverage for the existing rating, a rating upgrade is not expected in the near term. However, Moody's would consider an upgrade if leverage declined below 5x on a sustained basis, with free cash flow as percentage of debt greater than 5%, positive organic growth, and a good liquidity position. Confidence would also be needed that the private equity sponsor would pursue a more moderate financial policy consistent with a higher rating. The ratings would likely be downgraded if leverage were to be sustained over 7x by the end of 2018 due to underperformance or debt funded acquisitions or a weak liquidity position due to negative free cash flow or limited revolver availability. The removal of IMG College from the credit facility without an offsetting amount of debt reduction would also lead to a downgrade. WME IMG, LLC (WME IMG) is a diversified global company with operations in client representation, event operations, distribution of media, sponsorship and licensing rights, as well as marketing and other services. William Morris Endeavor Entertainment, LLC bought IMG Worldwide Holdings, Inc. (IMG) in May 2014 for approximately $2.4 billion with equity financing from Silver Lake Partners in the amount of $461 million. Reported revenue as of FY 2017 was approximately $2.8 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. XCELERATED LLC: $85K Sale of All Assets to Pensa Approved --------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Xcelerated, LLC's sale of substantially all assets to Pamela Lang and Pensa, LLC for (1) an $85,000 cash payment from Pensa to be paid directly to Authenticom, Inc. and 621 Holdings, Inc. to reduce its claim; and (2) the assumption by Pensa of the Debtor's administrative expenses (including, but not limited to, professional fees, United States Trustee fees, employee wages, and trade payables), which are in the approximate amount of $100,000. The sale is free and clear of all liens, claims, encumbrances, and other interests. The Order will take immediate effect and the 14-day stay period provided by Bankruptcy Rules 6004(h) and 6006(d) will not apply so that the sale may close immediately. About Xcelerated LLC Xcelerated, LLC -- http://www.xcelerated.com/-- is a provider of data hygiene and data enhancement services including Black Book, Blue Book, C.A.R.S. and AutoVINdication. Xcelerated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. In the petition signed by managing member Pam Lang, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The Hon. Gregory R. Schaaf presides over the case. Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel. YINAN PENG: Foreclosure Auction Set for June 8 ---------------------------------------------- Ali Najmi, as referee, will sell at public auction in Courtroom #25 of the Queens County Supreme Court, 88-11 Sutphin Blvd., Jamaica, NY on June 8, 2018 at 10:00 a.m., the premises known as Block 5024, Lot 1211. The sale is being conducted pursuant to the judgment of foreclosure and sale dated April 9, 2018, in the case, NYCTL 2016-A TRUST AND THE BANK OF NEW YORK MELLON, AS COLLATERAL AGENT AND CUSTODIAN FOR NYCTL 2016-A TRUST, Pltf. vs. YINAN PENG, et al, Defts. Index #702941/2017, pending before the Queens County Supreme Court. 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12/20/2018 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 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 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 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 MModal Inc MODL 10.750 6.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 1.808 10/1/2020 Murray Energy Corp MURREN 11.250 43.925 4/15/2021 Murray Energy Corp MURREN 11.250 44.145 4/15/2021 Murray Energy Corp MURREN 9.500 33.500 12/5/2020 Murray Energy Corp MURREN 9.500 45.434 12/5/2020 Nine West Holdings Inc JNY 8.250 14.000 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 5.202 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 5.650 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 Pernix Therapeutics Holdings Inc PTX 4.250 40.765 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 40.765 4/1/2021 Perry Ellis International Inc PERY 7.875 100.364 4/1/2019 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 64.294 1/15/2019 Real Alloy Holding Inc RELYQ 10.000 64.294 1/15/2019 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.000 26.902 10/1/2020 Rex Energy Corp REXX 8.875 23.111 12/1/2020 Rex Energy Corp REXX 6.250 19.635 8/1/2022 Rex Energy Corp REXX 8.000 26.714 10/1/2020 SAExploration Holdings Inc SAEX 10.000 53.375 7/15/2019 Sears Holdings Corp SHLD 6.625 86.299 10/15/2018 Sears Holdings Corp SHLD 8.000 50.879 12/15/2019 Sears Holdings Corp SHLD 6.625 86.582 10/15/2018 Sears Holdings Corp SHLD 6.625 86.582 10/15/2018 Sempra Texas Holdings Corp TXU 6.500 11.606 11/15/2024 Sempra Texas Holdings Corp TXU 5.550 12.074 11/15/2014 Sempra Texas Holdings Corp TXU 6.550 11.610 11/15/2034 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.000 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 90.395 6/11/2018 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 26.000 8/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 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 Westmoreland Coal Co WLB 8.750 33.319 1/1/2022 Westmoreland Coal Co WLB 8.750 33.318 1/1/2022 iHeartCommunications Inc IHRT 14.000 12.750 2/1/2021 iHeartCommunications Inc IHRT 14.000 12.804 2/1/2021 iHeartCommunications Inc IHRT 14.000 12.804 2/1/2021 rue21 inc RUE 9.000 0.201 10/15/2021 rue21 inc RUE 9.000 0.201 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***