/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180511.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 11, 2018, Vol. 22, No. 130 Headlines 260 SADDLEWOOD: Case Summary & 2 Unsecured Creditors 2950 W. GOLF: Sale of Rolling Meadows Property to Club Denied 470 W 42 STREET: Taps Kimm Law Firm as Special Counsel ABRAXAS PETROLEUM: Egan-Jones Hikes Senior Unsecured Ratings to B+ ACCESS PROGRAMMING: Seeks Exclusivity Extension for Plan Talks ACOSTA INCORPORATED: Bank Debt Trades at 18% Off ALEXANDRIA INVESTMENT: Taps Gold Weems as Legal Counsel AMERICAN HOME: Summary Judgment Ruling Against Bakers Upheld ASCENA RETAIL: Bank Debt Trades at 13% Off ATLAS INSPECTION: Taps Orse & Co. as Financial Advisor AUGUSTUS ENERGY: Auction of All Assets Set for June 8 AURORA III REALTY: Needs More Time to Complete Sale of Property AVERY LAND: Seeks to Expand Scope of Armory Consulting Services B N EMPIRE: Seeks June 4 Plan Exclusivity Period Extension BAVARIA YACHTS: Sale/Abandonment of Remaining Personal Property OKd BEAR AND CUB: U.S. Trustee Unable to Appoint Committee BELK INCORPORATED: Bank Debt Trades at 14.47% Off BLACK SQUARE: Taps Adam Zoldessy as Special Counsel BLACK SQUARE: Taps Julie D. Noe, Ltd., as Special Counsel BLACKHAWK NETWORK: S&P Assigns 'B' Rating on P/E Buyout BON-TON STORES: A&G Realty Retained to Dispose Real Estate Assets BRITAX CHILDCARE: Bank Debt Trades at 14% Off CALFRAC HOLDINGS: Moody's Hikes CFR to B2, Note Rating to B3 CALFRAC HOLDINGS: S&P Rates New $650MM Unsec Notes Due 2026 'B-' CAPITOL SUPPLY: Seeks June 4 Plan Exclusivity Period Extension CENGAGE: Bank Debt Trades at 10% Off CENTENE CORP: Planned $1.7-Bil. Notes Get Moody's Ba1 Rating CENTENE CORP: S&P Assigns 'BB+' Rating on New Unsecured Notes CJA ENERGY: U.S. Trustee Unable to Appoint Committee COCOA SERVICES: Court Dismisses Transmar Trustee Suit vs BOW COLORADO BUYER: Bank Debt Trades at 2.25% Off COMMUNITY HEALTH: S&P Cuts CCR to 'CCC-' Amid Exchange Offers D&M INVESTMENTS: Seeks July 1 Plan Exclusivity Period Extension DANCESPORT NY: Seeks 120-Day Exclusive Plan Filing Period Extension DCP MIDSTREAM: Fitch Rates Preferred Equity Offering 'BB-'/'RR6' DCP MIDSTREAM: Moody's Rates Proposed Preferred Units 'B1' DCP MIDSTREAM: New Series B Preferreds Get S&P's 'B' Rating DITECH HOLDING: Bank Debt Trades at 6.50% Off ECS REFINING: Taps MCA Financial Group as Financial Advisor ECS REFINING: Taps Snell & Wilmer as Legal Counsel FARGO TRUCKING: Settlement Motion Delays Filing of Chapter 11 Plan FAT FACE: Bank Debt Trades at 18.67% Off FIELDWOOD ENERGY: Moody's Assigns B3 CFR after Bankruptcy Exit FILIPINO COMMUNITY: Taps N&K CPAs as Accountant FIRST BANCORP: Fitch Affirms 'B-' Issuer Default Rating FREEPORT MCMORAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+ FULLBEAUTY BRANDS: Moody's Cuts Rating to 'Ca' over Default Risk GATEWAY BUICK: Taps Affinity Law Group as Legal Counsel GENERAL MOTORS: Ignition Settlement May Trigger 30MM Share Payout GENON ENERGY: Boies Schiller Flexner Files RICO Suit v. McKinsey GLOBAL HOTELS: Taps HREC as Real Estate Broker GRAND VIEW FINANCIAL: Exclusivity Period Extended Until August 14 GREAT DANE: Moody's Assigns First-Time B3 CFR, Outlook Stable GREAT FOOD: Wants to Move Plan Filing Deadline to Dec. 31 GREEK BROS: Taps PillarThree as Bookkeeper H-FOOD HOLDINGS: Moody's Assigns B3 CFR on Merger Deal HEALOGICS: Bank Debt Trades at 10% Off HELIX ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B HOPEWELL RISK: Taps Shaffer & Gaier as Special Counsel in SCM Suit INTERIOR LOGIC: Moody's Assigns B1 CFR, Outlook Stable INTERNATIONAL SEAWAYS: S&P Lowers Corp Credit Rating to 'B-' JANET SUE PLESTER: U.S. Trustee Forms Two-Member Committee JOHN JOHNSON III: Panel Rejects RFF Appeal as Equitably Moot JOSEPHINE C. BELLO: Taps Kotz Sangster as Special Counsel JULIAN DEPOT: Home Depot Litigation Delays Filing of Plan KAPPA DEVELOPMENT: Given Additional 60 Days to File Plan KIMBALL HILL: SMS Directed to File Impleader Complaint vs GSSI LIGHTSQUARED INC: Bank Debt Trades at 18% Off MIDWEST PHYSICIAN: Moody's Affirms B2 CFR, Outlook Negative MILLERBERND SYSTEMS: U.S. Trustee Forms Three-Member Committee MURRAY ENERGY: $1.7BB Bank Debt Trades at 11.81% Off MURRAY ENERGY: $175MM Bank Debt Trades at 12% Off NATURE'S BOUNTY: Bank Debt Trades at 9.17% Off NEW YORK INTERNET: Court Narrows Claims in Suit vs JobDiva NEWBERRY BAKERS: $675K Sale of All Assets to Martin Approved OLYMPIA OFFICE: Receiver's Lease Transaction for Property Okayed ONEMAIN HOLDINGS: Moody's Raises Corp. Rating to B1 PETROLEUM GEOSERVICES: Bank Debt Trades at 6% Off PIN OAK: Trustee's $13M Sale of Middletown Mall to General Approved PLAYA HOTELS: S&P Affirms 'B' Corp Credit Rating, Outlook Stable POPULAR INC: Fitch Affirms 'BB-' Issuer Default Rating PREFERRED CARE: Taps Montgomery Coscia as Tax Preparer PUGLIA ENGINEERING: U.S. Trustee Forms Three-Member Committee QUALITY CARE: Moody's Puts Ratings Under Review for Upgrade R.C.A. RUBBER: $750K Sale of All Property to Blue Shore Approved REAL INDUSTRY: Completes Reorganization Under Chapter 11 RENAISSANCE HOLDING: Moody's Assigns B3 Rating in Buyout Deal RENAISSANCE HOLDING: S&P Assigns 'B-' Rating over P/E Buyout RODNEY BROOKINS: U.S. Trustee Forms 2-Member Committee ROTONDO WEIRICH: Ct. Narrows Claims in Suit vs Sundt/Layton, et al. SEADRILL LIMITED: Bank Debt Trades at 14% Off SKILLSOFT CORP: $185MM Bank Debt Trades at 13% Off SKILLSOFT CORP: $465MM Bank Debt Trades at 4.52% Off SKYLINE HEALTHCARE: Court Appoints Black Hills as Receiver SOJOURNER DOUGLAS: Trustee Taps McGuireWoods as Legal Counsel SOLENIS INTERNATIONAL: Bank Debt Trades at 4.58% Off SOUTHWESTERN ENERGY: Moody's Upgrades CFR to Ba2, Outlook Stable SPRINGLEAF FINANCE: Fitch Expects to Rate Unsec. Notes 'B'/'RR4' SPRINT COMMUNICATIONS: Egan-Jones Hikes Sen. Unsec. Ratings to BB- SPRINT CORP: Moody's Reviews All Ratings for Upgrade SPRINT CORPORATION: Egan-Jones Hikes LC Sen. Unsec. Ratings to BB- SRS DISTRIBUTION: Moody's Puts B3 Rating Amid Leonard Green Deal SRS DISTRIBUTION: S&P Affirms 'B' Corp Credit Rating, Outlook Neg. SUNCOAST INTERNAL: Needs More Time to File Reorganization Plan SUNSHINE DAIRY: Case Summary & 20 Largest Unsecured Creditors T-MOBILE USA: Moody's Affirms Ba2 CFR Amid Merger Deal with Sprint T.P.I.S. INDUSTRIAL: Taps Mosher Seifert as Accountant TOPS HOLDING II: Taps Deloitte & Touche as Auditor TOPS HOLDING II: Taps Deloitte Tax as Tax Services Provider ULTRA PETROLEUM: Bank Debt Trades at 4% Off VALLEY RIDGE: U.S. Trustee Unable to Appoint Committee VERONICA CAZAREZ: $2.5M Sale of Los Angeles Property Approved VIPER SERVICES: Bankr. Court Dismisses Suit vs Fora Financial WEIGHT WATCHERS: Moody's Hikes CFR to Ba3 with More Subscribers WEINSTEIN COMPANY: Committee Taps Berkeley as Financial Advisor WEINSTEIN COMPANY: Committee Taps Pachulski Stang as Legal Counsel WINDSTREAM CORP: Bank Debt Trades at 10% Off WOODBRIDGE GROUP: $165K Sale of Carbondale Property to DSTN Okayed WOODBRIDGE GROUP: $2.65M Sale of Los Angeles Property Approved WOODBRIDGE GROUP: $200K Sale of Carbondale Property Approved WOODBRIDGE GROUP: $285K Sale of Carbondale Property Approved WOODBRIDGE GROUP: $799K Sale of Carbondale Property Approved WOODBRIDGE GROUP: $800K Sale of Carbondale Property to Clough OK'd WPX ENERGY: Moody's Assigns B1 Rating on Proposed Senior Notes WRANGLER BUYER: S&P Affirms 'B' Corp Credit Rating, Outlook Stable YAKAPUTZ II: Voluntary Chapter 11 Case Summary [*] Arnall Golden Attorney Named Leader in Bankruptcy Field [^] BOOK REVIEW: Inside Investment Banking, Second Edition ********* 260 SADDLEWOOD: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: 260 Saddlewood, LLC 387 Hidden Valley Drive Naples, FL 34113 Business Description: 260 Saddlewood, LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a real property located at 260 Saddlewood Drive, Novato, CA 94945 having an appraised value of $1.69 million. Chapter 11 Petition Date: May 9, 2018 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Case No.: 18-03847 Debtor's Counsel: Michael R. Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: (239) 571-6877 E-mail: mike@dallagolaw.com Total Assets: $1.69 million Total Liabilities: $1.43 million The petition was signed by Gregory Stranger, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/flmb18-03847.pdf 2950 W. GOLF: Sale of Rolling Meadows Property to Club Denied ------------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois denied 2950 W. Golf, LLC's sale of the real property, commonly known as 2950 W. Golf Road, Rolling Meadows, Illinois to its insider tenant Club Meadows Realty, LLC, doing business as The Meadows Club ("TMC"), for a stream of payments to the Debtor sufficient to pay all the Debtor's obligations under the plan of liquidation, subject to confirmation of a plan of liquidation. A hearing on the Motion was held on April 27, 2018. The Motion is denied for the reasons stated from the bench and by the objectors BOBS, LLC and the United States Trustee. About 2950 W. Golf 2950 W. Golf, LLC, is a privately held company based in Rolling Meadows, Illinois. The Company is the record owner of the real property commonly known as 2950 West Golf Road, Units 1, 2 and 3, Rolling Meadows, Illinois ("Convention Center") -- a 144,000 square foot multi-function entertainment facility. 2950 W. Golf filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-36643) on Dec. 11, 2017. In the petition signed by Madan Kulkarni, manager, the Debtor estimated both assets and liabilities at $1 million to $10 million. The case is assigned to Judge Jack B. Schmetterer. Jonathan D. Golding, Esq., at the Golding Law Offices, P.C., is the Debtor's counsel. 470 W 42 STREET: Taps Kimm Law Firm as Special Counsel ------------------------------------------------------ 470 West 42 Street Gourmet Food, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kimm Law Firm as its special counsel. The firm will provide legal advice to the Debtor in connection with the renegotiation of its store lease for the premises at 470 West 42nd Street, New York. Kimm will also advise the Debtor in connection with the case it filed in the New York Supreme Court of against various entities related to construction at the premises. The firm will be paid on an hourly basis and will be reimbursed for work-related expenses. Kimm can be reached through: Michael Kimm, Esq. Kimm Law Firm 333 Sylvan Avenue, Suite 106 Englewood Cliffs, NJ 07632 Tel: 917-477-8500 / 201-569-2880 Fax: 201-569-2881 Email: support@kimmlaw.com About 470 W 42 Street Gourmet Food 470 W 42 Street Gourmet Food Inc., doing business as Treehaus, is a retail food store licensed by New York State Department of Agriculture and Markets. Its substantial assets are located at 470 W. 47th Street, New York, New York 10036. 470 W 42 Street Gourmet Food filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12801) on Oct. 5, 2017. The petition was signed by Michael C. Park, the Debtor's senior manager, president and 60% shareholder. At the time of filing, the Debtor estimated $70,000 in assets and $3.82 million in liabilities. Judge Sean H. Lane presides over the case. Rosemarie E. Matera, Esq., at Kurtzman Matera, P.C., represents the Debtor as counsel. ABRAXAS PETROLEUM: Egan-Jones Hikes Senior Unsecured Ratings to B+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 2, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Abraxas Petroleum Corporation to B+ from B. Abraxas Petroleum Corporation, an independent energy company, engages in the acquisition, exploration, exploitation, development, and production of oil and gas properties in the United States. The company was founded in 1977 and is based in San Antonio, Texas. ACCESS PROGRAMMING: Seeks Exclusivity Extension for Plan Talks -------------------------------------------------------------- Access Programming Services, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida for an extension of the exclusivity period through and including June 17, 2018. The Debtor and its primary creditor Dish Network, Inc., are still in the process of negotiating a plan that will be acceptable. However, unless extended, the exclusivity period within which the Debtor is required to file its plan and disclosure statement is slated to expire on May 17, 2018. The Debtor has conferred with opposing counsel who is not in a position to consent at the time of this filing. The Debtor mentions that it has complied with all Chapter 11 reporting requirements and no other creditor or interested party would be prejudiced by the delay. About Access Programming Services Based in West Palm Beach, Florida, Access Programming Services, Inc., is a privately-held company specializing in the development of custom computer software. Access Programming sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10624) on Jan. 17, 2018. In the petition signed by Harold Tyler Bell, COO, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Paul G. Hyman, Jr., presides over the case. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ACOSTA INCORPORATED: Bank Debt Trades at 18% Off ------------------------------------------------ Participations in a syndicated loan under which Acosta Inc. is a borrower traded in the secondary market at 82.23 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.07 percentage points from the previous week. Acosta Inc. pays 325 basis points above LIBOR to borrow under the $2.055 billion facility. The bank loan matures on September 26, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. ALEXANDRIA INVESTMENT: Taps Gold Weems as Legal Counsel ------------------------------------------------------- Alexandria Investment Group, LLC, received approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Gold, Weems, Bruser, Sues & Rundell, APLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Shareholders $225 - $395 Associates $180 - $210 Paralegals $90 Bradley Drell, Esq., the attorney who will be handling the case, charges $375 per hour. His firm has required a retainer in the sum of $30,000, plus initial filing fees. Mr. Drell disclosed in a court filing that he does not represent any interests adverse to the Debtor. The firm can be reached through: Bradley L. Drell, Esq. Heather M. Mathews, Esq. B. Gene Taylor, III, Esq. Gold, Weems, Bruser, Sues & Rundell, APLC P.O. Box 6118 Alexandria, LA 71307-6118 Telephone: (318) 445-6471 Facsimile: (318) 445-6476 Email: bdrell@goldweems.com About Alexandria Investment Group Alexandria Investment Group, LLC, owns a hotel and convention center located at 2225 and 2301 N. MacArthur Drive, Alexandria, Louisiana, valued by the company at $2 million. It also owns 12 acres of land in Alexandria, having a valuation of $300,000. Alexandria Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-80416) on April 24, 2018. In the petition signed by Dr. Harry Hawthorne, member, the Debtor disclosed $2.57 million in assets and $5.57 million in liabilities. Judge John W. Kolwe presides over the case. AMERICAN HOME: Summary Judgment Ruling Against Bakers Upheld ------------------------------------------------------------ In the case captioned CHRISTOPHER BAKER et al., Plaintiffs and Appellants, v. CITI MORTGAGE, INC., et al., Defendants and Respondents, No. A148458 (Ca. App.), Plaintiffs Christopher Baker and Caroline Baker sued their home loan servicer, Citi Mortgage, Inc., the trustee of the securitized trust holding their loan, U.S. Bank N.A., and the successor trustee under their deed of trust, Quality Loan Service Corporation, in an attempt to prevent sale of their home through nonjudicial foreclosure. The trial court granted respondents' motion for summary judgment. The Bakers argue a declaration submitted in support of respondents' motion did not lay a proper foundation to show that documents establishing the chain of title qualified for the business records exception to the hearsay rule. They also challenge the trial court's conclusion they did not establish triable issues of material fact regarding whether foreclosure was initiated by an unauthorized party. Upon review, the California Court of Appeals concludes the trial court did not abuse its discretion in overruling the Bakers' evidentiary objections and they did not establish a triable issue of material fact. Accordingly, the Appeals Court affirms. Although the arguments presented in the Bakers' opening brief are hardly a model of clarity, they appear to challenge the trial court's summary judgment ruling with respect to their cancellation of instruments and declaratory relief causes of action. Specifically, they contend the trial court abused its discretion in overruling certain of their evidentiary objections and, accordingly, respondents failed to meet their burden as the party moving for summary judgment. In the alternative, the Bakers assert triable issues of material fact exist. The first problem with the Bakers' argument is that they do not explain precisely what evidence was improperly considered by the trial court or include adequately detailed citations to the record to otherwise indicate precisely which rulings they challenge. Their briefing refers to exhibits they identify only as "3-6, 8-11.'" Their use of quotation marks is strange; the Court cannot identify any exhibit proffered by respondents bearing the title "3-6, 8-11." Respondents appear as confused by this label. The Bakers may be challenging the trial court's reliance on exhibits to the Oakes Declaration numbered three through six and eight through 11. However, they fail to direct the Appeals Court to the trial court's rulings on objections to such exhibits, and no exhibit 11 is in the record before us. By failing to adequately identify the challenged rulings, the Bakers have forfeited their argument on appeal. Because respondents satisfied their burden as the party moving for summary judgment, the burden shifted to the Bakers to present evidence showing there was a triable issue of material fact. The Bakers contend there is a triable issue of material fact as to their cancellation of instruments and declaratory relief causes of action based on their claim American Home Mortgage's bankruptcy meant a beneficial interest in the Deed of Trust never passed to U.S. Bank. They contend that consequently neither U.S. Bank nor Quality were authorized to initiate a foreclosure. However, they have established no triable issue of material fact. The Bakers point to no evidence AHM's assets passed to a bankruptcy trustee before the assignment of the Deed of Trust or any other evidence submitted in opposition to the summary judgment motion that would create a triable issue of material fact. Instead, they appear to rely solely on the allegations of their second amended complaint. A plaintiff cannot "rely upon the allegations or denials of its pleadings to show that a triable issue of material fact exists but, instead, shall set forth the specific facts showing that a triable issue of material fact exists as to the cause of action. . . ." The Bakers did not meet their burden of showing there was a triable issue of fact to support their claim the assignment was void. The trial court did not err in granting respondents' motion for summary judgment. A full-text copy of the Court's Decision dated April 16, 2018 is available at https://bit.ly/2I7lE0e from Leagle.com. About American Home Defunct subprime mortgage lender American Home Mortgage Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in Melville, New York, and seven affiliates filed for Chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047 through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt & Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors selected Hahn & Hessen LLP as counsel. The Creditors Committee also retained Hennigan, Bennett & Dorman LLP, as special conflicts counsel. As of March 31, 2007, American Home Mortgage's balance sheet showed total assets of $20,553,935,000 and total liabilities of $19,330,191,000. AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008. The plan was confirmed in February 2009. The plan was implemented in November 2010. ASCENA RETAIL: Bank Debt Trades at 13% Off ------------------------------------------ Participations in a syndicated loan under which Ascena Retail Group Inc. is a borrower traded in the secondary market at 86.92 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.76 percentage points from the previous week. Ascena Retail pays 450 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on August 21, 2022. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. ATLAS INSPECTION: Taps Orse & Co. as Financial Advisor ------------------------------------------------------ Atlas Inspection Technologies Inc. received approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Orse & Co., Inc. as its financial advisor. The services to be provided by the firm include the preparation of asset and liquidation values; assisting with financial analysis and reporting; and addressing and assisting with projections, cash flow management, and other financial analysis in conjunction with the Debtor's efforts to get approval for its Chapter 11 plan. Orse & Co. will charge an hourly fee of $275 for its services. Prior to the petition date, Orse & Co. has been paid a total of $25,437.50 for its services related to the Debtor's operations, accounting and finances. Orse & Co. does not have any affiliation or connection with Atlas, its creditors, interested parties or their attorneys and professionals. The firm can be reached through: Eric D. Orse Orse & Co., Inc. 200 West Mercer Street, Suite E407 Seattle, WA 98119 Email: orseco@orseco.com About Atlas Inspection Technologies Inc. Atlas Inspection Technologies, Inc. -- https://www.atlas-inspection.com -- provides a complete suite of engineering and inspection services. It also offers on-site visual inspection services. Atlas Inspection Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-11351) on March 31, 2018. In the petition signed by Darren Billings, CEO, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Marc Barreca presides over the case. The Debtor tapped Cairncross & Hempelmann, P.S. as its legal counsel. AUGUSTUS ENERGY: Auction of All Assets Set for June 8 ----------------------------------------------------- Judge Laure Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Augustus Energy Resources, LLC in connection with the sale of substantially all assets to OWN Resources, LLC for $14.2 million, subject to overbid. These deadlines in connection with the sale process are approved: a. Debtor's Deadline to Serve Bidding Procedures and Sale Notice: Three business days after entry of the Order b. Debtor's Deadline to Serve Hard Consent Rights Notice and Preferential Purchase Rights Notice: Three business days after entry of the Order c. Debtor's Deadline to Serve Contract Notice: Three business days after entry of the Order d. Assumption/Assignment Cure Objection Deadline: 14 days after service of Contract Notice e. Bid Deadline: June 1, 2018 at 4:00 p.m. (ET) f. Notification of Qualified Bidders: June 5, 2018 g. Auction: June 8, 2018 at 11:00 a.m. (ET) at the offices of Davis Graham & Stubbs LLP, 1550 17th Street, Suite 500, Denver, Colorado, 80202, or such later time on such day or other place as the Debtor will notify all Qualified Bidders who have submitted Qualified Bids h. Deadline to serve Notice of Successful Bidder and Back-up Bidder: June 11, 2018 at 6:00 p.m. (ET) i. Sale Objection Deadline: June 8, 2018 at 4:00 p.m. (ET) j. Sale Hearing: June 14, 2018 at 10:00 a.m. (ET) OWN Resources, LLC is approved to be the Stalking Horse Bidder, which approval will be concurrent with the Court's approval of the Hedge Agreements Motion. The Stalking- Horse Bidder is deemed a Qualified Bidder, and the Stalking Horse Bid as set forth in the Purchase Agreement is deemed a Qualified Bid. The Pre-Petition Lender will be deemed to be a Qualified Bidder and is not required to make any Deposit or submit any Bid Documents. Any credit bid made by a Successful Bidder must include a cash component sufficient to pay the Break-Up Fee and Expense Reimbursement of the Stalking Horse Bidder. The Bid Protections are approved on the terms set forth in the Purchase Agreement. The Debtor is authorized to pay any and all such amounts owing to the Stalking Horse Bidder on account of the Bid Protections in accordance with the terms of the Purchase Agreement, with the Break-Up Fee paid from cash proceeds at the closing of an Alternative Transaction or Alternative Transactions from cash proceeds received by the Debtor from closing, in accordance with the Purchase Agreement; without further action or order by the Court and as and when due and payable under the Purchase Agreement. The Expense Reimbursement (if payable under the Purchase Agreement in accordance with its terms and the terms of the Order) will be an allowed administrative expense claim in the Debtor's chapter 11 case, subject to any super-priority administrative expense claim of the Pre-Petition Lender pursuant to any orders on cash collateral and the Carve-Out. The form Sale Notice, Hard Consent Rights Notice, and Preferential Purchase Rights Notice are approved. Within three business days following entry of the Order, the Debtor will cause the Sale Notice to be served on all Sale Notice Parties. Within three business days following entry of the Order, the Debtor will cause the Hard Consent Rights Notice and Preferential Purchase Rights Notice to be served on holders of Hard Consent rights and Preferential Purchase Rights. The procedures regarding the assumption and assignment of the Contracts in connection with the Sale are approved to the extent set forth in the Order, and will govern the assumption and assignment of all Contracts proposed to be assumed by the Debtor and assigned to the Stalking Horse Bidder (or other Successful Bidder following the Auction, if any). Within three business days after the entry of the Order, or as soon as reasonably practicable if the Auction is extended, the Debtor will serve on all non-Debtor counterparties to any Contract that may be assumed by the Debtor and assigned to the Successful Bidder a Contract Notice. Any counterparty will have 14 days to file an objection to the proposed cure amount or assumption and assignment of its Contract in accordance with the procedures set forth in the Order. All Contract Objections to the cure amounts listed in the Contract Notice must be filed with the Court within 14 calendar days from service of the Contract Notice. All Contract Objections to adequate assurance of future performance of Contracts by any Successful Bidder other than the Stalking Horse Bidder will have seven days from service of such notice to file such Contract Objection. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Augustus_Energy_120_Order.pdf The terms and conditions of the Order will be immediately effective and enforceable upon its entry. About Augustus Energy Augustus Energy Resources, LLC, headquartered in Billings, Montana, is a privately-owned natural gas exploration, development and production company. The Company owns operating and non-operating working interests in approximately 1,575 natural gas wells in the eastern portion of the DJ Basin in eastern Colorado, primarily in Yuma County, as well as certain personal property including buildings, equipment, transportation equipment, machinery, gathering systems, compressors and a pipeline system. Augustus Resources is a Delaware limited liability company formed in 2013. Augustus Energy Resources filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 18-10580) on March 16, 2018. The case is pending before the Honorable Laurie Selber Silverstein. The Debtor estimated assets and liabilities of $10 million to $50 million. Davis Graham & Stubbs LLP is the Debtor's general bankruptcy counsel, with the engagement led by Christopher L. Richardson, Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson LLC is the local bankruptcy counsel, with the engagement led by partners William A. Hazeltine and William D. Sullivan. JND Corporate Restructuring is the claims and noticing agent. Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as administrative agent and lender under the Senior Secured Credit Facility. AURORA III REALTY: Needs More Time to Complete Sale of Property --------------------------------------------------------------- Aurora III Realty Group LLC asks the U.S. Bankruptcy Court for the Western District of Texas to extend the exclusive period for filing a Plan of Reorganization under 11 U.S.C. Section 1121 until Aug. 30, 2018. Absent an extension, the one 180-day period for which only the small business Debtor may file a plan will expire on June 2, 2018. The Debtor is in need of additional time within which to file a plan and disclosure statement. On Feb. 13, 2018, an Agreed Order Granting Agreed Motion to Vacate Foreclosure and Provide Adequate Protection Payments and Condition for Relief from Automatic Stay was entered. The Order requires the Debtor to list property located at 943 W. Gramercy Place, San Antonio, Texas 78201, for sale on or before April 15, 2018, and make monthly interest payments to the lien holder. The Debtor has complied with that portion of the Order. The Order, however, further states that the property will be sold and closed on or before July 31, 2018. The Debtor anticipates that the property sold and closed before that deadline. As such, the Debtor requires additional time to achieve that result and then can file a Disclosure Statement and Plan of Reorganization. Currently, the Debtor believes that it can file the Plan and Disclosure Statement within thirty days from July 31, 2018. About Aurora III Realty Group Aurora III Realty Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52800) on Dec. 5, 2017. Judge Craig A. Gargotta presides over the case. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Willis & Wilkins LLP serves as its legal counsel. AVERY LAND: Seeks to Expand Scope of Armory Consulting Services --------------------------------------------------------------- Avery Land Group, LLC has filed a motion seeking court approval to expand the scope of services that its restructuring officer provides to the company in connection with its Chapter 11 case. In its motion, Avery Land Group asked the U.S. Bankruptcy Court for the District of Nevada to authorize James Wong of Armory Consulting Co. to provide opinions and testimony regarding interest rates and other terms in connection with the confirmation of its Chapter 11 plan of reorganization. Mr. Wong will charge an hourly fee of $475, plus out-of-pocket expenses for the additional services. About Avery Land Group Avery Land Group, LLC, has been in business since 2013 in the development of agricultural land and planned residential communities. Kingman Farms parent company Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016. In the petition signed by Manager James M. Rhodes, the Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The Hon. August B. Landis is the case judge. The Debtor tapped Brett A. Axelrod, Esq., at Fox Rothschild, LLP, as bankruptcy counsel, and The Bach Law Firm, LLC, as conflicts counsel. No official committee of unsecured creditors has been appointed in the case. B N EMPIRE: Seeks June 4 Plan Exclusivity Period Extension ---------------------------------------------------------- B N Empire, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the Debtor's exclusivity period to file a Chapter 11 Plan to June 4, 2018, as well as the Debtor's exclusivity period to confirm a Chapter 11 Plan to August 1, 2018. The Debtor timely filed its Chapter 11 Plan of Reorganization and Disclosure Statement on Dec. 29, 2017. The Court conditionally approved the Disclosure Statement and scheduled the confirmation hearing for Feb. 22, 2018. On Jan. 4, 2018, the Court entered an Order Granting the Debtor's Motion to Extend Exclusivity extending the Debtor's exclusivity period pursuant to 1121(b) to March 5, 2018 and pursuant to Section 1121(c)(3) to May 1, 2018. However, Sherwood Forest of Temple Terrace, Inc. filed a Motion for Reconsideration and Relief from Order Granting Motion to Extend Exclusivity Period, which the Court granted in part. Consequently, the Order Extending Exclusivity was vacated and the Motion to Extend Exclusivity was scheduled for a hearing on February 22, 2018 at 11:00 a.m. On Feb. 12, 2018, Sherwood Forest of Temple Terrace, Inc., transferred its claim to Y & M Tampa 18, LLC. Y & M is now the mortgage holder encumbering the Debtor's real property and the Debtor's largest creditor. The Debtor also filed an unopposed Motion to reschedule hearing on the consolidated hearing on the final approval of the disclosure statement and confirmation of the Debtor's Plan and extend all confirmation related deadlines. Consequently, the Court has rescheduled the confirmation hearing to April 19, 2018 at 10:00 a.m. Additionally, the Debtor filed a Motion to reschedule hearing on Motion to Extend Exclusivity, which the Court granted. Now, the hearing on the Debtor's Motion to Extend Exclusivity has been scheduled for April 19, 2018, at 10:00 a.m. The Debtor mentions that Y&M transferred its claim to Elizon DB Transfer Agent, LLC. Elizon is now the mortgage holder encumbering the Debtor's real property and the Debtor's largest creditor. Moreover, the Court granted Debtor's Expedited Motion to Reschedule Hearing on All Hearings on April 19, 2018 at 10:00 a.m. in order to continue its negotiation discussions with the new lender. Accordingly, all matters scheduled for April 19, 2018 at 10:00 a.m. and all confirmation related deadlines have been extended to May 24, 2018 at 10:00 a.m. Both the First Motion to Extend Exclusivity and the Second Motion to Extend Exclusivity are also scheduled for hearing on May 24, 2018 at 10:00 a.m. Thus, in order to preserve its rights and in an abundance of caution, the Debtor requests that the Court extend the Debtor's exclusivity period to file a Chapter 11 Plan or an additional 30 days. About B N Empire B N Empire, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07841) on Sept. 5, 2017. In its petition signed by Rajesh Bahl, its manager, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Johnson Pope Bokor Ruppel & Burns, LLP, is the Debtor's counsel. BAVARIA YACHTS: Sale/Abandonment of Remaining Personal Property OKd ------------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Bavaria Yachts USA, LLLP's sale of all its remaining personal property in its possession being the new and used parts inventory at public online auction to be conducted by BkAssets.com, LLC. A hearing on the Motion was held on April 24, 2018, at 1:30 p.m. Alternatively, if the Debtor cannot find a buyer for price that is reasonable under the circumstances of its value versus the continued cost of storing the property, the Debtor may abandon the Property as it is of inconsequential value and burdensome to the Estate. Any sale of the Personal Property sold subject of the Motion is sold free and clear of liens, claims, encumbrances, and interests with respect to the Purchaser. The Debtor will report in the Monthly Operating Report sale of the Property or if not sold, that the Property was abandoned. The requirements set forth in Bankruptcy Rule 6004 are satisfied by the contents of the Motion or otherwise deemed waived. The terms of the Order will be effective and enforceable immediately upon its entry. About Bavaria Yachts Bavaria Yachts USA, LLLP, is a Georgia limited liability limited partnership which is in the business of buying and selling new and used Bavaria boats. Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve as legal counsel in connection with its Chapter 11 case. The Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as its special counsel; and Mark M. Chase and Chase CPA, LLC, as its accountant. No official committee of unsecured creditors has been appointed in the case. BEAR AND CUB: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bear and Cub, Inc. About Bear and Cub Bear and Cub, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-12073) on April 8, 2018. In the petition signed by Brandon Selvaggio, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Jessica E. Price Smith presides over the case. BELK INCORPORATED: Bank Debt Trades at 14.47% Off ------------------------------------------------- Participations in a syndicated loan under which BELK Incorporated is a borrower traded in the secondary market at 85.53 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.93 percentage points from the previous week. BELK Inc. pays 475 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on December 10, 2022. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. BLACK SQUARE: Taps Adam Zoldessy as Special Counsel --------------------------------------------------- Black Square Financial, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Adam Zoldessy, P.C. as special counsel. The firm will help the Debtor obtain court approval for its purchases of structured settlement agreements that originated in New York and to ensure that each purchase complies with state law. Zoldessy will be paid a flat rate of $2,000, plus costs for appearances made in the Five Boroughs of New York City, including New York, Bronx, Queens, Kings, and Richmond counties. For all appearances in any other county located in the state of New York that do not require Zoldessy to spend more than six hours, the firm will charge the Debtor a flat rate of $2,500, plus costs. If multiple appearances are required for the same matter, Zoldessy may charge an additional $500 per additional appearance. In the event the firm makes an appearance outside the Five Boroughs that requires the firm to incur more than six hours of travel time, the rate charged to the Debtor will convert from the flat rate of $2,500 to its hourly rate of $300, plus costs upon written notice to the Debtor. In the event that an objection is filed by a structured settlement obligor, annuity issuer or the court that results in Zoldessy having to make supplemental filings, the case will convert to the hourly rate upon written notice to the Debtor. Meanwhile, the rate charged for dismissing any action prior to an appearance in court, hearing date or a determination by a court will be $1,250. Additionally, each amendment for a given action will be $250. Adam Zoldessy, Esq., at Zoldessy, disclosed in a court filing that he and his firm do not hold any interests adverse to the Debtor or its estate. The firm can be reached through: Adam Zoldessy, Esq. Adam Zoldessy, P.C. 724 Avenue C Bayonne, NJ 01002 Tel: 201–823–8710 Fax: 201–823–3036 About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC, is a structured settlement firm that provides liquidity to its clients by purchasing their right to receive future installment payments awarded pursuant to a settlement agreement, or in the case of clients that have previously purchased an annuity plan, the right to receive future annual disbursements paid to the clients pursuant to the annuity plan. Black Square Financial filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating assets of less than $500,000 and liabilities of less than $1 million. Judge John K. Olson presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the Debtor's bankruptcy counsel. The Debtor hired The Mack Law Group, P.C., Eason and Tambornini ALC, Crawford & Von Keller LLC, and Beaugureau, Hancock, Stoll & Schwartz, P.C., as special counsel. On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of reorganization. BLACK SQUARE: Taps Julie D. Noe, Ltd., as Special Counsel --------------------------------------------------------- Black Square Financial, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire The Law Offices of Julie D. Noe, Ltd. as special counsel. The firm will help the Debtor obtain court approval for its purchases of structured settlement agreements that originated in Nevada or California and to ensure that each purchase complies with state law. Noe will be paid $2,000 per structured settlement transfer, plus a travel allowance of $400, if necessary for court appearances outside Clark County, Nevada. To the extent approval of a transfer is not obtained after the initial court appearance, and the firm is required to make a second appearance related to the same matter, the firm will charge an additional fee of $250 for such appearances. In the event a matter is contested or extraordinary services are required, the Debtor will pay the firm $250 per hour in addition to the flat rate. Julie Noe, Esq., president of Noe, disclosed in a court filing that her firm does not represent any interests adverse to the Debtor's estate. The firm can be reached through: Julie D. Noe, Esq. The Law Offices of Julie D. Noe, Ltd. 1489 W. Warm Springs Road, Suite 110 Henderson, NV 89014 About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC, is a structured settlement firm that provides liquidity to its clients by purchasing their right to receive future installment payments awarded pursuant to a settlement agreement, or in the case of clients that have previously purchased an annuity plan, the right to receive future annual disbursements paid to the clients pursuant to the annuity plan. Black Square Financial filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating assets of less than $500,000 and liabilities of less than $1 million. Judge John K. Olson presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the Debtor's bankruptcy counsel. The Debtor hired The Mack Law Group, P.C., Eason and Tambornini ALC, Crawford & Von Keller LLC, and Beaugureau, Hancock, Stoll & Schwartz, P.C., as special counsel. On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of reorganization. BLACKHAWK NETWORK: S&P Assigns 'B' Rating on P/E Buyout ------------------------------------------------------- Silver Lake Partners and P2 Capital Partners have entered into a definitive agreement to acquire Blackhawk Network Holdings, Inc. for a total consideration of approximately $3.5 billion. S&P Global Ratings assigned its 'B' corporate credit rating to Pleasanton, Calif.-based Blackhawk Network Holdings, Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level and '3' recovery ratings to the company's $400 million first-lien senior secured revolving credit facility due in 2023 and $1,350 million first-lien senior secured term loan due in 2025. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. Additionally, we assigned our 'CCC+' issue rating and '6' recovery rating to the company's $400 million second-lien term loan due in 2026. The '6' recovery rating indicates our expectation of negligible (0-10%; rounded estimate: 5%) recovery in the event of default. "The rating on Blackhawk Network reflects the firm's significant financial leverage of approximately 7.7x at transaction close, and our view that a meaningful interest burden will suppress free cash flow to around 4% of adjusted debt. The company's significant market share within its core gift card and prepaid payments network business and growing presence within the adjacent incentives and rebates business represent credit strengths that somewhat offset high leverage. Despite headwinds in the prior two fiscal years within the U.S. retail industry and our expectation that growth in the physical card market will decline to the low-single-digit area, we project revenues to be supported by robust growth in digital distribution channels and incentives. Additionally, although Blackhawk lacks significant share in international markets, we view the growing geographic diversification as Blackhawk continues to expand this business favorably beyond its current mix around 22% of adjusted operating revenues. "The stable outlook reflects our expectation for Blackhawk to continue to grow despite secular headwinds in the broader U.S. retail sector; to execute on its planned cost savings; and reduce leverage to under 7.5x within 12 months of transaction close primarily through EBITDA growth. "We could potentially lower the rating if competitive pressures with Blackhawk's distribution partners continue to pressure distribution expenses and profitability, or if additional debt funded acquisitions lead to adjusted leverage remaining elevated above 7.5x. "While unlikely over the next 12 months, we could potentially consider a higher rating if the company continues to gain significant scale and diversification through growth in businesses outside of the physical retail gift card market. We would also look to a commitment to sustaining leverage below 5x in considering an upgrade." BON-TON STORES: A&G Realty Retained to Dispose Real Estate Assets ----------------------------------------------------------------- A&G Realty Partners has been retained to dispose all of the real estate assets of The Bon-Ton Stores, Inc., on behalf of a joint venture between Great American Group, LLC (a subsidiary of B. Riley Financial, Inc.), Tiger Capital Group, LLC and Bon-Ton's Second Lien Noteholders. The joint venture acquired the retailer's assets on April 18 after submitting the winning bid to the U.S. Bankruptcy Court for the District of Delaware. Bon-Ton's retail real estate assets include 22 fee-owned properties, seven ground leases and 194 leased locations with a significant amount of remaining term. "These stores are located in well-performing regional markets," said A&G Co-President Andy Graiser. "The availability of these locations creates a wide range of possibilities for expanding retail chains, as well as developers across the entire real estate spectrum. Opportunities range from traffic-driving stores, food halls and entertainment venues, to healthcare, residential, education and other non-retail uses." All told, the retail real estate assets include 157 department stores at regional malls, 39 locations in open-air shopping centers, 16 freestanding stores, as well as nine furniture galleries and two clearance stores. Most of the company's department stores range from 80,000 to 125,000 square feet, with some as large as 200,000 square feet. In addition to the stores, A&G is marketing five office facilities and four distribution centers, including a state-of-the-art e-commerce fulfillment center in West Jefferson, Ohio, noted Michael Jerbich, a Principal in A&G's Chicago office. "These centrally located facilities are ideal for expanding or relocating companies in the rapidly growing U.S. distribution sector," he said. Located in metro Columbus, the 1.1 million-sq.-ft. West Jefferson e-commerce fulfillment center is comprised of a 750,000-sq.-ft. footprint, as well as two 195,000-sq.-ft. picking mezzanines. It processes inbound carton freight either manually or through Glaplat Adjustoveyor units. At its peak in December 2017, the facility processed 43,000 packages and 91,000 units per day. "Given the robust national demand for best-in-class e-commerce fulfillment centers, this facility has already generated tremendous interest from several national brands and retailers," Mr. Jerbich noted. With roots dating back to 19th-century Pennsylvania, Bon-Ton Stores filed for Chapter 11 bankruptcy protection on Feb. 4 (Case No. 18-10248). The company's assets include stores and leases in 23 states stretching across the Northeast, Midwest and upper Great Plains, from Idaho to New Hampshire. In addition to its eponymous nameplate, Bon-Ton operated historic department stores such as Boston Store, Bergner's, Carson's, Elder-Beerman, Herberger's, and Younkers. The joint venture between Great American and Tiger Group is currently liquidating all Bon-Ton inventory as well as most other assets, including furniture, fixtures and equipment. "As this process winds down toward the end of June, A&G will conduct an auction of all remaining Bon-Ton leaseholds," Mr. Jerbich noted. "We have already fielded a significant number of inquiries since the liquidation was announced last month, and we anticipate continued, strong interest from both strategic and opportunistic buyers." A&G Realty is known for conducting sales of owned and leased real estate assets involving household names in retail. Clients have included Sports Authority, Office Depot, CVS, Supervalu, The Great Atlantic & Pacific Tea Co., Pier1 Imports, Radio Shack and Orchard Supply, to name a few. The firm maintains offices in Melville, N.Y., Los Angeles, Chicago and Philadelphia. For a listing of all available properties and contact information, go to: http://agrealtypartners.com/bon-ton For more information on the Bon-Ton properties, contact Michael Jerbich at 312-454-4522, michael@agrealtypartners.com; Jim Terrell at 815-527-5188, jim@agrealtypartners.com; or Andy Graiser at 631-465-9506, andy@agrealtypartners.com. About The Bon-Ton Stores The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/-- with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 250 stores, which includes nine furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4, 2018. In the petitions signed by Executive Vice President and CFO Michael Culhane, Bon-Ton Stores disclosed total assets at $1.58 billion and total debt at $1.74 billion. The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as investment banker; AlixPartners LLP as restructuring advisor and AP Services, LLC as financial advisor; and A&G Realty Partners LLC, as real estate advisor; and Prime Clerk LLC, as administrative advisor. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. Counsel for the Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz, Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP. An investor group comprised of DW Partners, LP, Namdar Realty Group and Washington Prime Group, Inc., primarily as secured mortgage lender; and AM Retail Group, Inc., who submitted a going concern bid for the Debtors' assets, are represented by John Lyons, Esq., at DLA Piper LLP (US). Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L. Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney, Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L. Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq., and Joshua M. Mester, Esq., at Jones Day. Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal Financial LLC, are Mark D. Collins, Esq., and Joseph Charles Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D. Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart LLP. Co-Counsel to the Administrative Agent, Bank of America, N.A., are Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C. Joyner, Esq., at Morgan, Lewis & Bockius LLP. Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As Indenture Trustee and Collateral Agent for the Debtor's 8.00% Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan, Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP. BRITAX CHILDCARE: Bank Debt Trades at 14% Off --------------------------------------------- Participations in a syndicated loan under which Britax Childcare Ltd is a borrower traded in the secondary market at 86.00 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.18 percentage points from the previous week. Britax Childcare pays 375 basis points above LIBOR to borrow under the $65 million facility. The bank loan matures on October 8, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. CALFRAC HOLDINGS: Moody's Hikes CFR to B2, Note Rating to B3 ------------------------------------------------------------ Moody's Investors Service upgraded Calfrac Holdings LP's (Calfrac) Corporate Family Rating (CFR) to B2 from B3, the Probability of Default Rating to B2-PD from B3-PD, and the Senior Unsecured rating on Calfrac's US$600 million notes due 2020 to B3 from Caa1, while assigning a B3 to Calfrac's proposed US$650 million senior unsecured notes and affirming the SGL-2 Speculative Grade Liquidity Rating. The rating outlook was changed to stable from positive. The proceeds from the notes will be used to redeem Calfrac's US$600 million notes due 2020, and partially repay the C$200 million AIMCo second lien term loan (unrated). The remaining balance under the term loan will be repaid with the revolving credit facility that was upsized to C$375 million from C$275 million. When the 2020 notes are fully repaid Moody's will withdraw the ratings. "Calfrac's upgrade reflects increasing activity in the pressure pumping subsector that is boosting EBITDA and improving credit metrics", said Paresh Chari, Moody's Vice President. Upgrades: Issuer: Calfrac Holdings, LP Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD4) from Caa1 (LGD4) Assignments: Issuer: Calfrac Holdings, LP Senior Unsecured Regular Bond/Debenture , Assigned B3 (LGD4) Outlook Actions: Issuer: Calfrac Holdings, LP Outlook, Changed To Stable From Positive Affirmations: Issuer: Calfrac Holdings, LP Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Calfrac's B2 CFR is supported by growing EBITDA due to a recovery of the pressure pumping subsector that is leading to better pricing and much higher utilization (2018/19 about C$300 million); improving leverage (2019 about 3.3x) and interest coverage (2019 about 3.5x) that will be solid; strong market position in Canada, basin diversification in the US and international diversification, alleviating down cycles in any one region; and good liquidity with expected positive free cash flow in 2018. Calfrac's CFR is constrained by the very volatile nature of pressure pumping and its high correlation with upstream activities; its concentration in one business segment; and the company's relatively small size when it competes with significantly larger and more diversified oilfield service players. Calfrac's has good liquidity (SGL-2). At March 31, 2018 and pro forma for May 2018 refinancing, Calfrac had minimal cash and C$125 million available under its C$375 million borrowing base revolving credit facility due June 2020. Moody's expects over C$50 million of positive free cash flow through Q1 2019. Moody's expects Calfrac to remain in compliance with its three financial covenants through this period. Calfrac could sell some assets to raise supplemental liquidity as proceeds that would be used to pay down revolver outstandings, thereby increasing unused availability. In accordance with Moody's Loss Given Default Methodology, the US$650 million senior unsecured notes are rated B3, one notch below the B2 CFR, because of the priority ranking C$375 million secured credit facilities. The stable outlook reflects Moody's expectation that Calfrac will continue to increase EBITDA but that improvement will moderate in 2019, keeping leverage in-line for the rating. The ratings could be upgraded if the company reduced debt such that debt to EBITDA is sustainable below 3x (12/31/2017 5.2x) and EBITDA to interest is above 4x (12/31/2017 2.3x) in the current mid-cycle industry environment. The ratings could be downgraded if debt EBITDA is above 5x (12/31/2017 5.2x), EBITDA to interest is below 2.5x (12/31/2017 2.3x), or liquidity weakens. Calfrac Holdings LP, is an indirectly wholly-owned subsidiary of the publicly-traded parent Calfrac Well Services Ltd. Moody's relies on the financials of Calfrac Well Services Ltd., who guarantee the senior unsecured notes, to monitor the ratings of Calfrac Holdings LP. Calfrac Well Services Ltd. is a Calgary, Alberta-based provider of hydraulic fracturing services, coiled tubing, cementing and well stimulation services to exploration and production companies in Canada, the United States, Russia, Mexico and Argentina. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. CALFRAC HOLDINGS: S&P Rates New $650MM Unsec Notes Due 2026 'B-' ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B-' issue-level rating and '4' recovery rating to Calfrac Holdings L.P.'s proposed US$650 million senior unsecured notes due 2026. The net proceeds, along with funds drawn on Calfrac Well Services Ltd.'s upsized senior credit facility (which increased to C$375 million from C$275 million) and cash on hand, will refinance the company's existing US$600 million senior unsecured debt due 2020 and US$200 million second-lien secured term loan due 2020. Based primarily on the elimination of senior-ranking term loan debt from the capital structure and considering the upsized revolver as an asset-based loan facility, we estimate recovery expectations for the proposed senior unsecured debtholders to improve to 30%-50% (rounded estimate 30%) compared with our previously estimated recovery of 0%-10%. The 'B-' long-term corporate credit rating and positive outlook on Calfrac Well Services are unchanged. RECOVERY ANALYSIS Key analytical factors -- S&P has completed its recovery analysis and assigned its '4' recovery rating to Calfrac Holdings' proposed US$650 million senior unsecured notes maturing in 2026. -- The '4' recovery rating corresponds with an average (30%-50%; rounded estimate 30%) recovery in a simulated distress scenario, with the 'B-' issue-level rating the same as the corporate credit rating. -- S&P estimates higher recovery expectations for the proposed notes compared with its previous expectations because the existing senior ranking US$200 million second-lien secured term loan will be repaid, increasing enterprise value available for the unsecured debtholders. -- S&P's analysis also assumes 60% of the company's amended credit facility will be drawn at the time of its simulated default. -- S&P Global Ratings' simulated default scenario for Calfrac assumes a period of weak hydrocarbon prices and reduced capital spending by exploration and production companies, resulting in industry-wide overcapacity, increased competitive pressures, low equipment utilization, and reduced cash flow generation. -- S&P has valued the company on a going-concern basis, using a 5.5x multiple of its estimated emergence EBITDA proxy of C$102 million, and incorporating its expectations of industry activity and EBITDA prospects until the simulated default. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, unsecured lenders could expect average (30%-50%; rounded estimate 30%) recovery after secured lender claims are fully satisfied. Simulated default and valuation assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: C$102 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): C$532 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Collateral value available to secured creditors: C$532 million -- Secured debt claims: C$232 million --Recovery expectations: Not applicable -- Total value available to unsecured claims: C$300 million -- Senior unsecured debt and pari passu claims: C$881 million --Recovery expectations: 30%-50% (rounded estimate 30%) All debt amounts include six months of pre-petition interest. Rating List Calfrac Well Services Ltd. Corporate credit rating B-/Positive/-- Ratings Upgraded To From Calfrac Holdings L.P. US$600 mil 7.50% sr unsecured nts due 12/01/2020 B- CCC Recovery rating 4(30%) 6(5%) Ratings Assigned Calfrac Holdings L.P. Proposed US$650 mil. sr. unsec. debt due 2026 B- Recovery rating 4(30%) CAPITOL SUPPLY: Seeks June 4 Plan Exclusivity Period Extension -------------------------------------------------------------- Capitol Supply, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive period to file a plan of reorganization and to solicit acceptances for a plan of reorganization for a period of 31 days through and including June 4, 2018 and Aug. 3, 2018, respectively. The Debtor also asks the Court that the Procedures Order Deadline be extended to through and including June 4, 2018 Since the Petition Date, the Debtor has devoted a significant amount of time: (a) complying with the requirements of operating as a debtor-in-possession during a Chapter 11 case, (b) defending the appeal of the Court's order granting in part the Debtor's motion to enforce the automatic stay against an action by the United States and Louis Scutellaro pending before the District Court for the District of Columbia, (c) negotiating the sale of the Debtor's interest in certain agreements and related business divisions with proposed sellers and the Debtor's secured lender, (d) obtaining court approval of such sales and related contract assignments, and (e) preparing cash budgets for continued use of cash collateral and projections for a plan of reorganization. Additionally, the Debtor is in settlement discussions with one of its largest unsecured creditors, the United States, with respect to the claims asserted in the DC Case, and with its secured lender, Bank of America, with respect to potential consensual plan terms. As a result, the Debtor requires additional time pursue such settlement discussions with the United States and Bank of America and to formulate its plan of reorganization. Accordingly, the Debtor requests an extension of the Procedures Deadline Order, Exclusive Filing Period and Exclusive Solicitation Period for a period of 31 days in order to have additional time to formulate its plan of reorganization and pursue settlement negotiations with the United States and Bank of America. The Debtor is generally making required postpetition payments, and effectively managing its operations and finances. The Debtor believes that there are reasonable prospects for filing a viable plan. The Debtor claims that it is not seeking an extension as a delay tactic or to pressure creditors to accede to a plan that is unsatisfactory to them, but rather, extending exclusivity will allow the Debtor to pursue settlement negotiations with the United States and Bank of America, and formulate a plan of reorganization based on the outcome of such negotiations without incurring legal fees associated with presently preparing a plan and disclosure statement. Given the Debtor's progress to date and the current posture of the case, the Debtor believes that an extension is warranted and appropriate under the circumstances. Since the Debtor has responded to the operational and administrative demands for this case, the Debtor contends that it should be afforded a full and fair opportunity to negotiate, propose and seek acceptance of a plan. About Capitol Supply Since 1983, Capitol Supply, Inc., has provided the United States Government, the U.S. Military, State and local government agencies and consumer and commercial customers worldwide various products needed to operate their businesses. Capitol Supply offers office supply, office furniture, hardware, tools, auto parts, cleaning supplies, dorms and quarters, package room, and GSA schedule needs. Capitol Supply was formerly known as Capitol Furniture Distributing Company and changed its name to Capitol Supply, Inc., in March 2005. Capitol Supply, based in Boca Raton, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. In the petition signed by CEO Robert J. Steinman, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A., serves as bankruptcy counsel to the Debtor. CENGAGE: Bank Debt Trades at 10% Off ------------------------------------ Participations in a syndicated loan under which Cengage (fka Thomson Learning) is a borrower traded in the secondary market at 89.91 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.69 percentage points from the previous week. Cengage pays 425 basis points above LIBOR to borrow under the $1.71 billion facility. The bank loan matures on June 7, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. CENTENE CORP: Planned $1.7-Bil. Notes Get Moody's Ba1 Rating ------------------------------------------------------------ Moody's Investors Service has assigned a Ba1 senior unsecured debt rating to the planned $1.7 billion issuance of senior unsecured debt due in May 2026 of Centene Escrow I Corporation, a newly-formed, wholly-owned subsidiary of Centene Corporation ("Centene", NYSE: CNC, senior debt at Ba1). The issuer exists to hold the debt proceeds in escrow until the closing of the proposed acquisition of Fidelis Care ("Fidelis"). Upon closing of the proposed Fidelis transaction, expected around July 1, 2018, these proceeds are intended to be used to pay for the cash portion of that transaction and also to pay related fees and expenses. Any remaining proceeds are expected to be used for general corporate purposes which may include redeeming or repurchasing outstanding debt of Centene. After the proposed closing of the Fidelis transaction, Centene Escrow I Corporation will merge into Centene, which will assume Escrow's obligations. Moody's notes that should the transaction not close, Escrow would be obligated to redeem all of the notes plus accrued and unpaid interest. The outlook on Centene and Centene Escrow I Corportion is stable. RATINGS RATIONALE The rating of the notes issued by Centene Escrow I Corporation is based on the funds held in escrow and the underlying creditworthiness of Centene, which provides the required accrued interest and will ultimately assume the notes after the Fidelis acquisition closing. Moody's notes that the issuance, along with the company's recent equity offering of $2.86 billion, results in a marginal decrease in Centene's consolidated debt-to-capital ratio and a significant increase in debt-to-EBITDA. Assuming a $1.7 billion debt issuance, Centene's pro-forma first quarter 2018 adjusted debt-to-capital ratio (including Moody's adjustments for operating leases) is about 39.9% versus its actual level of 43.6%. The company's pro-forma Q1 2018 adjusted debt-to-EBITDA ratio increases to 3.0x from 2.5x. Centene's pro-forma debt-to-capital represents an improvement from the actual 1Q 2018 ratio and would contribute to upward ratings pressure if maintained going forward. Furthermore, Moody's expects that debt-to-EBITDA will improve to below 3.0x by year-end 2019 due to continued growth in EBITDA. Centene's next debt maturity is $1.4 billion in 2021. Moody's Ba1 senior unsecured debt rating for Centene and Baa1 insurance financial strength (IFS) ratings of Centene's operating subsidiaries (Coordinated Care Corporation of Indiana, Inc., MHS Health Wisconsin, Superior HealthPlan, Inc., Peach State Health Plan, Inc., Bankers Reserve Life Insurance Company of Wisconsin, and Health Net of California, Inc.) are based primarily on the company's concentration in the Medicaid market, acquisitive nature, and relatively high financial leverage, offset by its growing multi-state presence, expansion into other healthcare product opportunities, relatively stable financial profile and adequate capitalization. RATING DRIVERS The rating agency stated that factors that could lead to an upgrade in Centene and Centene Escrow I Corporation include the following: 1) Moody's adjusted financial leverage is maintained at 40% or below as well as better laddered maturities, 2) cash flow coverage above 3.0x, 3) risk-based capital (RBC) ratio maintained above 200% of company action level (CAL), and 4) a further reduction in the Medicaid concentration along with reduced reliance on full risk membership. However, Moody's said that the ratings may be downgraded if: 1) EBITDA margins fall consistently below 3.5%, 2) the RBC ratio falls to 175% of CAL or below, 3) membership declines of over 10% the next two-to-three years, and 4) financial leverage is sustained above 40%. Assignments: Issuer: Centene Escrow I Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba1 Outlook Actions: Issuer: Centene Escrow I Corporation Outlook, Assigned Stable Centene Corporation is headquartered in St. Louis, Missouri. For the quarter ended March 31, 2018 the company reported revenues of about $13.2 billion and had approximately 12.4 million medical members, including 6 million that were acquired in the Health net acquisition. The company operates in 30 states and 2 international markets. The principal methodology used in this rating was U.S. Health Insurance Companies published in October 2017. CENTENE CORP: S&P Assigns 'BB+' Rating on New Unsecured Notes ------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' debt rating to Centene Corp.'s (Centene) proposed senior unsecured notes maturing 2026. The company intends to use the net proceeds of this issuance to finance a portion of the previously announced acquisition of Fidelis Care New York (Fidelis), to pay related fees and expenses and for general corporate purposes, including the repayment of outstanding indebtedness. Centene has also recently raised about $2.8 billion in common stock to fund a portion of the Fidelis transaction. These proposed senior notes will initially be issued by Centene Escrow I Corporation (Escrow), which is a newly formed corporation that is wholly-owned by Centene. Upon the completion of the Fidelis acquisition, Escrow will merge with and into Centene, with Cetene assuming the obligations of these notes. If Centene is unable to complete the acquisition on or before Sept. 1, 2018, a special mandatory redemption feature will require the company to redeem the outstanding notes at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest. Upon Centene assuming the obligation of these notes, these notes will rank equal in right of payment to existing and future senior debt, and structurally subordinated to liabilities of Centene's subsidiaries that do not guarantee these notes. These notes also have a change-of-control clause and optional redemption features. S&P said, "Our rating on these notes is directly linked to Centene's credit quality. On May 8, 2018, we revised our outlook on Centene to positive from stable because of our view that Centene's business profile could support an investment-grade rating. Centene has increased its geographic and product diversification through both organic and inorganic growth. Additionally supporting our outlook revision is our expectation of an improved financial risk profile. We expect Centene to maintain long-term financial leverage around 35%-40%, compared to about 43% as of March 31, 2018, and capitalization close to the 'BBB' confidence level as per our capital model." RATINGS LIST Centene Corp. Issuer Credit Rating BB+/Positive/-- New Rating Centene Corp. Sr. Unsec. Notes Due 2026 BB+ CJA ENERGY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of CJA Energy Consulting, LLC, as of May 3, 2018, according to the court docket. About CJA Energy Consulting CJA Energy Consulting, LLC, is a single member LLC that does business as a trucking company. The company filed for Chapter 11 protection on March 13, 2018 (Bankr. W.D. Penn. Case No. 08-70168). The company is represented by Christopher M. Frye, Esq., at Steidl & Steinberg, P.C. COCOA SERVICES: Court Dismisses Transmar Trustee Suit vs BOW ------------------------------------------------------------ The Bank of the West is asserting a pre-petition claim against chapter 11 Debtor Cocoa Services, L.L.C. in the sum of at least $5,308,526.09. BOW maintains (and the Debtors have so stipulated) that the claim is fully secured by a lien on all of Cocoa Services' assets. Transmar Commodity Group LTD, a chapter 7 debtor, is among Cocoa Services' largest creditors. Alan Nisselson, as the chapter 7 trustee of the of estate of Transmar, denies that BOW perfected its alleged security interests in Cocoa Services' property and has commenced an adversary proceeding by filing a complaint essentially to challenge BOW's claim. BOW has moved to dismiss the complaint for failure to state a claim upon which relief can be granted The Trustee opposed the Motion. Upon due deliberation, Bankruptcy Judge James L. Garrity, Jr. granted BOW's motion. On Oct. 16, 2017, the Trustee commenced the adversary proceeding by filing the Complaint. The Trustee does not challenge the validity, allowability, priority, characterization or amount of the Prepetition Obligations. Thus, he does not dispute that BOW is a creditor of Cocoa Services on account of the Equipment Loans BOW made to Cocoa Services pursuant to the Security Agreement, or that as of the Petition Date, the BOW Claim totaled $5,308,526.09. However, in Count One of the Complaint, he purports to challenge the Prepetition Liens by asserting that "[a] determination by [this Court] of the validity, priority, and extent of the prepetition security interest claimed by BOW in Cocoa Services assets is necessary to the proper administration of the estate." In Count Two, the Trustee objects to the BOW Claim "to the extent that it purports to be a fully secured claim and demands that the secured claim of BOW be reduced to the value of BOW's interest in the Specified Equipment that is specifically identified in a duly filed UCC-1 financing statement (to the extent such Specified Equipment constitutes personal property) and a duly filed "fixture filing" (to the extent such Specified Equipment constitutes a fixture)." In that Count he also objects to the BOW Claim "to the extent it seeks post-petition interest, fees, costs, or charges to the extent that BOW is not oversecured." In Count Three, the Trustee seeks to surcharge the collateral securing the BOW Claim to fund certain administrative expenses of the Debtors. Finally, in Count Four, the Trustee seeks to avoid BOW's liens on equipment owned by Cocoa Services that became fixtures in Morgan Drive Associates, LLC's real property, to the extent they are unperfected or improperly perfected. In Count One, the Court finds that finds that the after-acquired property clause in the Security Agreement is not ambiguous. It clearly provides that BOW's collateral is not limited to the Equipment listed in the schedule. The Trustee's "fair reading" of the Security Agreement fails to give rise to a claim for relief against BOW. Count One fails to state a claim against BOW upon which relief can be granted. Accordingly, Count One is dismissed. In failing to state a claim in Count One, the Trustee has failed to meet his burden of rebutting the prima facie validity of the BOW Claim and, as such, has failed to state a claim for relief in Count Two. Thus, Count Two is also dismissed. In the Final Cash Collateral Order, the Debtor and BOW agreed that (i) a Carve-Out would be established from BOW's collateral to fund certain administrative expenses of the Debtors pursuant to the terms set forth in that order, and (ii) except for the Carve-Out, no costs or expenses of administration incurred in the Bankruptcy Cases would be charged against BOW, any of its claims, or against its interest in collateral pursuant to sections 105 or 506(c) of the Bankruptcy Code, or otherwise, without BOW's consent. Nonetheless, in Count Three, the Trustee contends that "[i]n calculating the amount of BOW's secured claim, the Bankruptcy Court should surcharge the collateral securing such claim for the amount of the Carve-Out in a manner consistent with the terms of the Final Cash Collateral Order." The Trustee explains that in this Count, he is not seeking a "non-consensual surcharge" of administrative expenses against BOW's collateral. Rather, he says that he is seeking to enforce the terms of the Carve-Out under the Final Cash Collateral Order. However, under that order, the Carve-Out is payable only after the occurrence of a Carve-Out Event, and in the event that the estates lack unencumbered funds to satisfy administrative expenses. It is undisputed that neither condition exists. As such, Count Three is dismissed as it fails to state a claim upon which relief can be granted. At the hearing on the Motion, the Trustee's counsel explained that he included Count Four as "belt and suspenders" in order to be in a position to avoid BOW's lien on the fixtures, if the Trustee prevailed on his challenges to BOW's liens under Counts One and Two of the Complaint. In this light, having determined that Counts One and Two fail to state claims for relief and, as such, should be dismissed, the Court finds that Count Four likewise should be dismissed. The adversary proceeding is Alan Nisselson, as Chapter 7 Trustee for Transmar Commodity Group, Ltd., Plaintiff, v. Bank of the West, Defendant, Adv. Proc. No. 17-01182-JLG (Bankr. S.D.N.Y.). A full-text copy of the Court's Memorandum Decision dated April 13, 2018 is available at from Leagle.com. Alan Nisselson, as Chapter 7 Trustee of Transmar Commodity Group, Ltd., Plaintiff, represented by James M. Sullivan -- jsullivan@windelsmarx.com -- Windels Marx Lane & Mittendorf LLP. Bank of the West, Defendant, represented by Anthony Pirraglia -- Anthony.Pirraglia@tklaw.com -- Thompson & Knight LLP. About Cocoa Services Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter melting and deodorizing facility in Logan Township, Gloucester County, New Jersey. Morgan Drive Associates LLC is a real estate holding company that owns the land and building where Cocoa Services operates. Cocoa Services and Morgan Drive are affiliates of and wholly-owned subsidiaries of Transmar Commodity Group, Ltd. TCG filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016, estimating assets and debt of $100 million and $500 million. The case is pending before the Honorable James L. Garrity, Jr. Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., sought Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on July 14, 2017. The cases are also pending before Judge Garrity. Cocoa Services disclosed total assets of $18.34 million and total liabilities of $18.55 million as of July 11, 2017. Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP, is local counsel. Prime Clerk LLC is the claims and noticing agent. No committee, trustee or examiner has been appointed in the bankruptcy cases. COLORADO BUYER: Bank Debt Trades at 2.25% Off --------------------------------------------- Participations in a syndicated loan under which Colorado Buyer Inc. is a borrower traded in the secondary market at 97.75 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.61 percentage points from the previous week. Colorado Buyer pays 725 basis points above LIBOR to borrow under the $310 million facility. The bank loan matures on May 1, 2025. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. COMMUNITY HEALTH: S&P Cuts CCR to 'CCC-' Amid Exchange Offers ------------------------------------------------------------- U.S.-based hospital operator Community Health Systems Inc. has announced three tender offerings totaling $3.125 billion in aggregate. S&P Global Ratings lowered its corporate credit rating on Brentwood, Tenn.-based hospital operator Community Health Systems Inc. to 'CCC-' from 'CCC+' and placed the rating on CreditWatch with negative implications. At the same time, S&P lowered the rating on the company's unsecured notes due 2022 to 'C' from 'CCC-' and placed the rating on CreditWatch with negative implications. The senior secured first-lien rating remains 'B-', with a recovery rating of '2' and the rating on the unsecured debt with the exception of the unsecured notes due 2022, remains 'CCC-', with a recovery rating of '6'. The senior unsecured and related recovery ratings are unchanged. The ratings on the first-lien and second-lien debt reflect S&P's current expectation that it will return the corporate rating to 'CCC+' after the completion of the transaction. Community has announced three separate cash tender offers to holders of its senior unsecured notes due in 2019, 2020, and 2022. S&P said, "For the 2019 and 2020 notes we do not view these exchanges as distressed because noteholders will receive par value and will also receive both higher interest rates and junior priority security in exchange for extending maturities. We view the potential exchange for the 2022 notes as distressed because participating noteholders will receive significantly less than par value as part of the tender. The early participation deadline for the notes is May 17, with a final expiration date of June 1, 2018, unless extended. We could lower the corporate credit rating to 'SD' and lower ratings on the 2022 notes to 'D' at the close of the transaction, dependent on the level of participation of the 2019 and 2020 tenders, if a subpar tender is made for the 2022 notes." The CreditWatch negative status reflects the possible distressed exchange of the unsecured notes due in 2022. S&P said, "If, depending on the participation of the 2019 and 2020 noteholders, the company exchanges a material amount of the 2022 notes for the proposed 2024 notes, we would lower the corporate credit rating to 'CC'. Once the transaction has closed, we would lower the corporate credit rating to 'SD' and the rating on the 2022 senior unsecured notes to 'D'." S&P said, "We will reevaluate our corporate credit rating on the company and issue-level ratings following the close of the tender. Emphasis will be placed on our expectations for liquidity in the face of a still significant maturity schedule through 2024." D&M INVESTMENTS: Seeks July 1 Plan Exclusivity Period Extension --------------------------------------------------------------- D&M Investments, Inc. and MNM Holdings, LLC, request the U.S. Bankruptcy Court for the Northern District of West Virginia to extend by 60 days the time in which they have the exclusive right to file a plan and to solicit acceptances or rejections of any such plan or until July 1, 2018 and August 30, 2018, respectively. This is the second time that the Debtors have sought extension of the Exclusivity Periods. Unless extended, the Debtors' exclusive right to file a plan of reorganization expires on May 2, 2018, and their exclusive right to solicit acceptances or rejections of any proposed plan expires on July 1, 2018. The Debtors intend to fund their Plan, in part, based on proceeds generated from a Sale of the Debtors' assets on June 5, 2018. The Debtors have diligently worked towards the scheduling of this Auction in as expeditious a manner as they could. The Debtors believe that with the Auction proceeds, they may have a reasonable prospect for confirming a viable liquidating plan. Since the Petition Date, the Debtors continue to make efforts to pay post-petition utilities on time and to properly file all reports required by the U.S. Trustee. The Debtors do not seek this extension in order to pressure creditors to submit to its plan. To the contrary, the Debtors have maintained an open dialogue with certain key creditors. The Debtors contend that the extensions do not prejudice the rights of any creditor, but rather, the additional time will ensure that they have a reasonable opportunity to propose a plan of reorganization that maximizes the recovery for all of the Debtors' creditors, which is the ultimate purpose of Chapter 11. About MNM Holdings and D&M Investments Based in Morgantown, West Virginia, MNM Holdings LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D). The company is in the real estate leasing business. D&M Investments, Inc., operates public hotels and motels. MNM Holdings LLC and D&M Investments, Inc., sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-01104 and 17-01105) on Nov. 3, 2017. In the petitions signed by Alan B. Mollohan, its managing member, MNM Holdings and D&M Investments each estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Hon. Patrick M. Flatley. Salene Rae Mazur Kraemer, Esq., at Mazurkraemer Business Law, in Canonsburg, Pennsylvania, serves as the Debtors' counsel. On Dec. 6, 2017, the Court appointed Equity Partners HG, LLC as Brokers. DANCESPORT NY: Seeks 120-Day Exclusive Plan Filing Period Extension ------------------------------------------------------------------- Dancesport NY LLC asks the U.S. Bankruptcy Court for the Southern District of New York to extend the time to assume or reject its lease with 22 West 34th Street, LLC c/o Solil Management, LLC ("Landlord"), and to extend the Debtor's 120-day exclusive period to file a plan of reorganization and the Debtor's 180-day period to solicit acceptances to a plan of reorganization. A hearing on the Debtor's request will be held on June 8, 2018 at 10:00 a.m. The Debtor is a tenant under a lease for a 15,000 square foot space at 22 West 34th Street. The base monthly rent is approximately $31,000. The Landlord commenced a nonpayment proceeding late last year, and the Debtor agreed to a payment plan. The payment plan was too ambitious and the Debtor filed this case to avoid default and the issuance of a warrant of eviction. The Debtor has paid and intends to continue to pay base rent during this case until it decides whether to assume or reject the lease. Based on prior practice since entering the lease, additional rent for real estate taxes is paid in three monthly payments commencing October 15, after the City issues tax bills, so those amounts won't be due for some time. Absent the Landlord's agreement to reduce rent, the best alternative for the Debtor is to find new partners/investors. If that is not feasible, the Debtor will consider selling the lease. Although the liquor license is not owned by the Debtor -- were the Debtor to work with a lease purchaser to permit use of the liquor license -- there may be value in the lease. These are options to be explored. Thus, the Debtor submits that cause exists to extend the Debtor's Exclusive Periods for an additional 120 days. While not all of the Adelphia factors are relevant in every case, the Debtor acknowledges that the first factor involving complexity does not support an extension of time since the Debtor's case is not a "mega" case. The Debtor suggests that the third element supports an extension because the Debtor is making good faith progress toward reorganization since the Debtor has been meeting diligently with new investors. The Debtor is generally paying its bills as they come due and its post-petition rent is current. Therefore, the Debtor submits that the fourth element supports an extension of exclusivity. The Debtor believes that it is too soon to tell on its reasonable prospects for reorganization. However, the Debtor contends that it has complied with the sixth factor -- progress in negotiations with its creditors -- since the Debtor and the Landlord have consensually resolved all issues since this case was filed, and the Debtor seeks to use that momentum to arrive at a global resolution, whether or not the Debtor assumes the Lease. The last factor, that is the existence of an unresolved contingency, circles back to the Debtor's primary basis for an extension: the need to determine whether the Debtor can attract new investors that would justify lease assumption. The ninth factor supports an extension of exclusivity. About Dancesport NY Dancesport NY LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-10379) on Feb. 12, 2018. In the petition signed by Paul Pellicoro, manager, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Michael E. Wiles is the case judge. Mark A. Frankel, Esq., of Backenroth Frankel & Krinsky, LLP, is the Debtor's counsel. DCP MIDSTREAM: Fitch Rates Preferred Equity Offering 'BB-'/'RR6' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR6' rating to DCP Midstream, LP's (DCP) proposed preferred Series B perpetual preferred units. Proceeds are expected to be used for general partnership purposes, including funding capital expenditures and the repayment of indebtedness under DCP's revolving credit facility. The Series B perpetual preferred units are expected to be pari-passu to DCP's Series A perpetual preferred units and junior to all other outstanding indebtedness. KEY RATING DRIVERS Scale and Scope of Operations: The ratings recognize that DCP is one of the largest producers of natural gas liquids (NGLs) and processors of natural gas in the U.S. with a robust operating presence in most key production regions within the country. The size and breadth of DCP's operations allow it to offer its customers end-to-end gathering, processing, storage and transportation solutions giving it a competitive advantage within the regions where they have significant scale. Additionally, the company's large asset base provides a platform for growth opportunities across its footprint. DCP has a particular focus on the Denver Julesburg Basin and the Permian Basin, areas in need of gathering and processing infrastructure as production in the liquids-rich regions of these plays continues to increase. Much of DCP's asset portfolio is 'must-run'-type assets; as long as oil and gas is flowing from the wells and basins they access, DCP will process the gas. Volumetric Risks: Fitch remains concerned with volumetric risks across DCP's consolidated asset base. NGL production volumes for 1Q 2018 were down 5.4% quarter over sequential quarter but up roughly 9% on a year over year basis versus 1Q 2017. Some of the quarter over quarter volume weakness has been offset by strong volumes on DCP's NGL transportation assets (+3.2% 1Q 18 vs. 4Q 17). Fitch expects near-term NGL production volume weakness could weigh on profitability but that favorable NGL pricing and increased demand for NGLs in the U.S. should help moderate volumetric risks in 2018 and beyond. High Leverage: Fitch expects DCP's credit metrics on a consolidated basis to be somewhat elevated in 2018 but improve in outer years as the company benefits from cost improvements, newly announced growth projects, and favorable NGL prices and demand. Fitch expects that DCP's leverage will be between 5.0x and 5.5x for 2018, based on Fitch's EBITDA estimates and inclusive of 50% equity treatment for the junior subordinated notes and the preferred equity offering. While DCP currently has roughly 78% of its pro forma 2018 gross margin supported by fee-based or hedged volumes, its hedges on NGLs tend to be short tenor (typically 12 to 18 months out), leaving DCP exposed to hedge roll over risk and longer-term exposure to commodity prices. Overall, Fitch believes DCP has made significant progress in improving its operating cost position and has driven significant amount of operating costs out of the business. Supportive Ownership: The ratings reflect that DCP's owners have been and are expected to remain supportive of the company's operating and credit profile. DCP's ultimate owners and general partner Enbridge, Inc. (ENB; BBB+/Stable) and Phillips 66, Inc. (PSX; not rated) have in the past exhibited a willingness to inject capital, forgo dividends, and generally provide capital support to DCP and other operating partnerships. In association with DCP's simplification transaction at the beginning of 2017, its owners agreed to waive up to $100 million per year for three years in incentive distributions from DCP, if and as needed, in order for the partnership to maintain distribution coverage above 1.0x. Fitch expects that the waiver will likely not be needed in 2018 and 2019. Counterparty Exposure: Counterparty risk is a general concern for most gathering and processing issuers but should be relatively limited for DCP. Its volumes and margin are supported by long term contracts and agreements with a diverse set of largely investment grade producers within the producing regions where DCP operates. The company does not have any material unsecured concentration with any single high-yield counterparty. DERIVATION SUMMARY DCP's ratings are reflective of its size, scale, geographic and business line diversity within the natural gas gathering and processing space. The ratings reflect improvements in liquidity, cash flow profile, and operating margin. The ratings also recognize that DCP has higher exposure to commodity prices than many of its midstream peers, with only 60% of gross margin supported by fixed fee contracts. This commodity price exposure has been partially mitigated in the near term through DCP's use of hedges for its NGL, natural gas and crude oil price exposure, pushing the percentage of gross margin either fixed fee or hedged up to 78% for 2018. This helps DCP's cash flow stability but exposes it to longer-term hedge roll-over and commodity price risks. DCP is larger and more geographically diversified than higher rated peers EnLink Midstream Partners, LP (ENLK; BBB-/Stable) and Enable Midstream Partners, LP (ENBL; BBB-/Stable). Leverage at DCP is higher with 2018 Debt/EBITDA expected at roughly 5.0x to 5.5x versus ENBL and ENLK, which Fitch expects to have leverage of 3.8x to 4.2x and below 5.0x, respectively. ENBL and ENLK possess similar volumetric risks to DCP but have more of their revenue supported by fixed fee contracts. DCP has roughly 60% of its gross margin supported by fixed fee contracts, while ENBL and ENLK each have greater than 90%. DCP's leverage profile compares favorably with lower rated peer NuStar Energy, LP (BB/Negative), which Fitch expects to have leverage between 5.8x and 6.2x for 2018. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: --WTI oil price at a long-term price of $55.00/barrel; Henry Hub gas that trends up from $2.75/mcf in 2017 to a long-term price of $3.25/mcf. --Maintenance capital of roughly $100 to $150 million annually. Growth spending between $650 and $750 million annually for the forecast period based on Fitch expectations. --Preferred equity offering receives 50% equity credit. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action The ability to maintain the percentage of fixed-fee or hedged gross margin at or above 70% while maintaining leverage below 4.5x and distribution coverage above 1.0x on a sustained basis could lead to a positive rating action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action --Leverage expected above 5.5x on a sustained basis and/or distribution coverage consistently below 1.0x would likely result in at least a one-notch downgrade. --A significant decline in fixed-fee or hedged commodity leading to gross margin less than 60% fixed-fee or hedged without an appropriate, significant adjustment in capital structure, specifically a reduction in leverage, would likely lead to at least a one-notch downgrade. --A significant change in the ownership support structure from GP owners ENB and PSX to the consolidated entity particularly with regard to the GP position on commodity price exposure, distribution policies and capital structure at DCP. LIQUIDITY Liquidity Adequate: DCP's liquidity is adequate, supported in part by availability under its revolving credit facility. As of May 4, 2018 DCP had $315 million of outstanding borrowings under its revolving credit facility leaving roughly $1.0 billion in availability. In December 2017 DCP extended its credit facility maturity date to December 2022. The credit facility requires DCP's Consolidated Leverage ratio not to exceed 5.5x for the quarter ending March 31, 2018, 5.25x for the quarter ending June 30, 2018, 5.0x for the quarters thereafter. The leverage ratio would be stepped up to 5.5x for three quarters following any qualified acquisition. As of March 31, 2018 DCP was in compliance with its covenants. For covenant calculation purposes, DCP's preferred equity is given 100% equity treatment, so the issuance of preferred equity will help improve liquidity and leverage as the proceeds are expected to be used to for general partnership purposes, including funding capital expenditures and the repayment of indebtedness under DCP's revolving credit facility. Its junior subordinated notes are also given 100% equity treatment in covenant calculations (as compared to Fitch's 50% equity treatment). FULL LIST OF RATING ACTIONS Fitch assigns the following rating: DCP Midstream, LP --Series B Preferred Equity Units 'BB-'/'RR6'. DCP MIDSTREAM: Moody's Rates Proposed Preferred Units 'B1' ---------------------------------------------------------- Moody's Investors Service assigned a B1 rating to DCP Midstream, LP's (DCP) proposed Series B Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units. DCP's existing ratings, including the Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating, B1 rating on the Series A perpetual preferred units and SGL-3 Speculative Grade Liquidity (SGL) Rating are unchanged. Additionally, the Ba2 ratings on the senior unsecured notes and the B1 rating on the junior subordinated notes, which are obligations of DCP Midstream Operating, LP, are unchanged. The rating outlook is stable. "Proceeds from DCP's proposed issuance of preferred units will be used for funding growth capital expenditures and the repayment of revolving credit facility borrowings", stated James Wilkins, Moody's Vice President. "For analytical purposes, Moody's will treat the preferred units as 100% equity." The following summarizes the ratings activity. Issuer: DCP Midstream, LP Rating assigned: Series B Perpetual Preferred Units, Assigned B1 (LGD6) RATINGS RATIONALE The proposed Series B preferred units, which rank pari passu with DCP's existing Series A preferred units, are rated B1, or two notches below the Ba2 CFR, consistent with Moody's Loss-Given-Default methodology. The preferred units are subordinated to all of the company's existing debt issues, which are obligations of DCP Midstream Operating, LP and guaranteed by its parent, DCP. The senior unsecured notes are rated at the same level as the CFR since the unsecured debt (notes and revolving credit facility) make up the majority of the capital structure. DCP's Ba2 CFR reflects its elevated leverage, stable cash flows, meaningful scale in the US gathering and processing industry and basin diversification. Its debt to EBITDA ratio was 4.2x as of December 31, 2017, excluding the DCP GP Holdco debt, but may rise somewhat in 2018 as the company partially debt-funds growth capital expenditures. Cash flow stability benefits from a combination of fee-based and hedged revenues that account for about three-quarters of the gross margin and long-term contractual arrangements with minimum volume commitments or life of lease or acreage dedications. DCP enjoys economies of scale (top US NGL producer) and its business profile benefits from its diverse asset profile and critical mass in three key areas -- the DJ Basin, Midcontinent region and Permian Basin. The rating and business profile are tempered by inherent commodity price risk, MLP model risks with high payouts and the reliance on debt and equity markets to fund growth. However, DCP can benefit from IDR give backs in 2018-2019 from its parent if distribution coverage is below 1x. The rating also considers the support that the parents -- Phillips 66 (A3 negative) and Enbridge Inc. (Baa3 stable) -- have historically provided. The stable outlook reflects DCP's relatively stable cash flow and the expectation that the company will reduce its leverage as new projects are completed. An upgrade could be considered if debt to EBITDA (including the debt at the general partner) is expected to remain below 4.5x. DCP's Ba2 CFR could be downgraded if leverage is expected to remain above 5.5x (including the debt at general partner) or it cannot maintain a distribution coverage ratio greater than 1x without relying on the IDR giveback. The principal methodology used in these ratings was Midstream Energy published in May 2017. DCP Midstream, LP, headquartered in Denver, Colorado, is a publicly traded, gathering and processing MLP. The DCP Midstream, LP common LP units are owned by the public (62%) and the balance of the common units and GP interest is owned by DCP Midstream, LLC, a 50%/50% joint venture between Phillips 66 and Enbridge. DCP MIDSTREAM: New Series B Preferreds Get S&P's 'B' Rating ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to DCP Midstream L.P.'s proposed series B perpetual preferred units. S&P classifies the issuance as having intermediate equity classification, because the preferred issuance meets its standards for permanence, subordination, and deferability. The partnership intends to use net proceeds of the offering for general partnership purposes, including funding capital expenditures and the repayment of outstanding debt under the revolving credit facility. As of March 31, 2018, the partnership had approximately $4.8 billion of reported debt. Denver-based DCP Midstream is a midstream energy master limited partnership. The partnership is one of the largest producers of natural gas liquids and one of the largest natural gas processing companies in the U.S. Ratings List DCP Midstream L.P. Corporate Credit rating BB/Stable/-- New Rating DCP Midstream L.P. Ser B perpetual preferred units B DITECH HOLDING: Bank Debt Trades at 6.50% Off --------------------------------------------- Participations in a syndicated loan under which Ditech Holding Corporation is a borrower traded in the secondary market at 93.50 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.42 percentage points from the previous week. Ditech Holding pays 600 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 30, 2022. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. ECS REFINING: Taps MCA Financial Group as Financial Advisor ----------------------------------------------------------- ECS Refining, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire MCA Financial Group, Ltd. as its financial advisor. The firm will conduct financial analysis of the Debtor's business; advise the Debtor in connection with its restructuring; assist in the preparation of a plan of reorganization; and provide other financial and business consulting services. The firm's hourly rates range from $125 to $475. Morris Aaron, president of MCA, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. MCA can be reached through: Morris C. Aaron MCA Financial Group, Ltd. 4909 North 44th Street Phoenix, AZ 85018 Voice: 602.710.2500 Fax: 480.247.4130 About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. ECS REFINING: Taps Snell & Wilmer as Legal Counsel -------------------------------------------------- ECS Refining, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Snell & Wilmer LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Christopher Bayley Partner $740 Michael Reynolds Partner $695 Steven Jerome Partner $575 Jill Perrella Associate $360 James Florentine Associate $255 Snell & Wilmer is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael B. Reynolds, Esq. Christopher H. Bayley, Esq. Steven D. Jerome, Esq. Snell & Wilmer LLP 600 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Telephone: (714) 427-7414 Email: mreynolds@swlaw.com Email: cbayley@swlaw.com Email: sjerome@swlaw.com About ECS Refining Inc. ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full suite of IT asset management and disposition solutions. It provides national brand protection solutions for environmental services, IT asset management, data protection and end-of-life electronic recycling services. ECS was founded in 1980 by Jim and Ken Taggart as a processor of post-manufacturing scrap and residues for OEMs in the Silicon Valley. As the electronics industry enjoyed rapid growth and manufacturing operations were outsourced to other parts of the world, ECS adapted by shifting its focus to processing post-consumer electronics. The company has locations in Rogers, Arizona; Santa Clara, California; Santa Fe Springs, California; Stockton, California; Columbus, Ohio; Medford, Oregon; Portland, Oregon; and Mesquite, Texas. ECS Refining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In the petition signed by Jack Rockwood, president, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert S. Bardwil presides over the case. FARGO TRUCKING: Settlement Motion Delays Filing of Chapter 11 Plan ------------------------------------------------------------------ Fargo Trucking Company, Inc., requests the U.S. Bankruptcy Court for the Central District of California to extend the exclusivity period during which only the Debtor can file a plan of reorganization from May 5, 2018, to at least until July 5, 2018. The Debtor hopes to emerge from bankruptcy by confirming a plan of liquidation or reorganization. In order to file a plan and disclosure statement, enough time needs to pass to: (a) allow the Debtor to work with the Official Committee of Unsecured Creditors, judgment holders, the California Department of Labor Standards Enforcement, Office of the Labor Commissioner, and the Joe Murez Exempt Trust (the "Landlord") to resolve any concerns they have as to the settlement motion, (b) allow the Debtor sufficient time to resolve the fraudulent conveyance claims through the settlement motion which will provide funds with which the Debtor can fund a plan, (c) allow the Debtor sufficient time to resolve the claims filed against it, (d) allow the Debtor sufficient time to assess profitability and provide projections supporting feasibility of any proposed plan, and (e) allow the Debtor time to engage in settlement negotiations with the Committee regarding a joint plan. Due to these issues, the Debtor will be unable to file a plan and disclosure statement before the expiration of the exclusivity period of May 5, 2018. While the Debtor is unsure when it will be able to file a plan and disclosure statement, the Debtor believes that a 60-day extension of the exclusivity period will allow the Debtor to continue to work with the Committee and other parties to resolve their objections to the Settlement Motion, negotiate a reorganization, and start the process to resolve the claims filed against it. Furthermore, the Debtor asserts that this period is short enough that creditors and the Committee can have assurance that the Debtor will continue diligently on the path of reorganization. Additionally, the Settlement Motion has been continued to June 19, 2018 and no party will be able to file a plan before the Settlement is resolved. Therefore, the Debtor requests the Court extend the exclusivity period for 60 days. About Fargo Trucking Company Fargo Trucking Company, Inc., is Compton, California-based company that provides trucking services. Fargo Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-23714) on Nov. 6, 2017. In the petition signed by CEO Robert Wallace, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Neil W. Bason presides over the case. David R. Haberbush, Esq., Vanessa M. Haberbush, Esq., and Lane K. Bogard, Esq., at Haberbush & Associates, LLP, serve as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case. The Committee retained Levene, Neale, Bender, Yoo & Brill LLP, as its legal counsel. FAT FACE: Bank Debt Trades at 18.67% Off ---------------------------------------- Participations in a syndicated loan under which Fat Face Ltd. is a borrower traded in the secondary market at 81.33 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.23 percentage points from the previous week. Fat Face pays 550 basis points above LIBOR to borrow under the $140 million facility. The bank loan matures on September 12, 2020. Moody's gave no rating to the loan and Standard & Poor's gave no rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. FIELDWOOD ENERGY: Moody's Assigns B3 CFR after Bankruptcy Exit -------------------------------------------------------------- Moody's Investors Service assigned ratings to Fieldwood Energy LLC (Fieldwood), including a B3 Corporate Family Rating (CFR), a B3-PD Probability of Default Rating (PDR), a B1 rating to its first-lien secured term loan, and a Caa1 rating to its second-lien term loan. Fieldwood's rating outlook is positive. "Fieldwood has significantly reduced its debt burden and has a more sustainable capital structure after eliminating over $1.6 billion of debt through a pre-packaged Chapter 11 bankruptcy process," said Sajjad Alam, Moody's Senior Analyst. "However, despite leverage reduction as well as scale enhancement through the April 2018 acquisition of Noble Energy's deepwater assets, the company will need to demonstrate consistent and improved operational execution, capital efficiency and liquidity to be rated at a higher level." Rating Assigned: Issuer: Fieldwood Energy LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD $1.1 billion Gtd first lien senior secured term loan, Assigned B1 (LGD3) $518 million Gtd second lien senior secured term loan, Assigned Caa1 (LGD5) Outlook: Assigned Positive Outlook RATINGS RATIONALE Fieldwood's B3 Corporate Family Rating reflects its reasonable leverage following a bankruptcy restructuring, significant production and reserves base that were augmented by the equity-funded acquisition of Noble Energy, Inc.'s (Noble, Baa3 stable) more oily deepwater Gulf of Mexico assets, and improved debt maturity profile. Fieldwood benefits from an oil-weighted production base (~66% liquids), relatively high proportion of proved developed (PD) and behind-pipe reserves that can be brought to production at fairly low costs, high operational control, and its policy to hedge a significant portion of its forward year's production. However, Fieldwood has historically struggled with high financial leverage, recurring production disruptions and weak liquidity. The company also has large debt-like plugging & abandonment (P&A) obligations that require significant ongoing cash expenditures. Additionally, the company will continue to have Gulf of Mexico concentration, relatively short PD reserve life, exposure to storm risks and significant reliance on third-party pipelines that have caused fields to be shut-in frequently in recent quarters constraining sales volumes. Fieldwood's private ownership and limited operational and financial disclosures are also reflected in the ratings. The $1.143 billion first-lien term loan is rated B1, two notches above the B3 CFR, because it has a priority claim to Fieldwood's assets, and it benefits from the significant loss absorption cushion afforded by the second lien term loan facility in a potential default scenario. The $518 million second-lien term loan is rated one notch below the CFR at Caa1 because of the high proportion of priority claim first-lien debt in Fieldwood's capital structure. Moody's believes the Caa1 rating is more appropriate for the second-lien term loan than what is suggested by the Loss Given Default Methodology based on Moody's higher recovery expectations. Fieldwood has adequate liquidity supported by its modest cash balance. However, the company does not have a revolving credit facility, which is unusual for a company of Fieldwood's size. Moody's expects Fieldwood to generate free cash flow through 2019 and internally fund its required capex and P&A obligations given its hedge protection on roughly 70% of 2018 production and the improved oil price environment. The company does not have any debt maturities until April 2022, and should remain in compliance with its financial covenants through 2019.There are three financial covenants governing the first-lien term loan - a total net leverage ratio no greater than 4x, a first-lien net leverage ratio of no greater than 2.50x for the first two fiscal quarters after closing, and 2.25x thereafter, and an asset coverage ratio of no less than 1.75x. Fieldwood's alternate liquidity is limited given all of its assets are encumbered. The positive outlook reflects Fieldwood's significant free cash flow generation prospects that should help increase liquidity and cover the large capex associated with the planned Katmai 2 well project. An upgrade could be considered if the company can consistently meet its production guidance, generate free cash flow and maintain good liquidity. If the company sustains the RCF/debt ratio above 35%, an upgrade is possible. Any material decline in production or cash balance would likely trigger a downgrade. If the RCF/debt falls below 15% or the interest coverage falls below 3x, the ratings could be downgraded. Fieldwood Energy LLC is an independent oil and gas exploration and production company headquartered in Houston, Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. FILIPINO COMMUNITY: Taps N&K CPAs as Accountant ----------------------------------------------- The Filipino Community Center, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire N&K CPAs as its accountant. The firm will assist the Debtor in the preparation of tax returns. N&K will be paid a flat fee of $500. N&K does not hold or represent any interests adverse to the Debtor's estate, according to court filings. The firm can be reached through: Chad Funasaki N&K CPAs 1001 Bishop Street, Suite 1700 American Savings Bank Tower Honolulu, HI 96813 Voice: (808) 524-2255 Fax: (808) 523-2090 About The Filipino Community Center The Filipino Community Center, Inc. -- http://filcom.org/-- is a tax-exempt, non-profit organization whose mission is to develop, own and operate a community center that provides social, economic and education services; and to promote and perpetuate Filipino culture and customs in the State of Hawaii. The Filipino Community Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 18-00109) on Feb. 2, 2018. In the petition signed by Franz D. Juan, executive director, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Robert J. Faris presides over the case. The Debtor tapped Choi & Ito as its legal counsel. FIRST BANCORP: Fitch Affirms 'B-' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has affirmed the ratings for First Bancorp (FBP), including its 'B-' Long-Term Issuer Default Rating (IDR), 'B' Short-Term IDR and 'b-' Viability Rating (VR). In addition, the ratings have been removed from Negative Watch and assigned a Stable Rating Outlook. Fitch placed FBP's ratings on Rating Watch Negative on Oct. 5, 2017, due to the uncertainty of the impact caused by Hurricanes Irma and Maria on Puerto Rico in September 2017. KEY RATING DRIVERS IDRs and VRs Fitch believes the initial impact on FBP from hurricanes Irma and Maria was manageable, and disclosures from the U.S. Federal Government and the Commonwealth of Puerto Rico have brought greater visibility into the short-term impact of the storms, resulting in the removal of the Rating Watch Negative. The Stable Outlook reflects uncertainty over the medium- and long-term effects the hurricane may have on financial performance, which is already captured at the current rating level. Prior to the hurricanes, FBP's ratings had a Positive Outlook reflecting an improving overall financial profile, signaling that there was potential for upward rating momentum. FBP's ratings continue to be constrained by a challenging and uncertain operating environment. The hurricanes have complicated the Commonwealth of Puerto Rico's efforts to reverse outward migration, generate sustainable economic growth, and address its fiscal and debt imbalances. Additionally, the reduction in the federal corporate tax rate in the U.S. makes Puerto Rico less attractive on a relative basis. However, rebuilding efforts and a federal aid package from the U.S. government could have a positive short-to-medium-term impact on the island's economy. Longer-term prospects for the islands economy, outside the current rating time horizon, depend heavily on the effectiveness of fiscal and structural reforms. FPB's ratings are also constrained by poor asset quality relative to Puerto Rico peers and U.S. mainland banks. Although the hurricanes have not resulted in significant increases in nonperforming loans and net charge-offs to date relative to historical levels, Fitch believes that asset quality metrics could still deteriorate from current levels. Fitch notes that banks and other service providers in Puerto Rico provided temporary payment moratoriums to borrowers resulting in higher liquidity levels and reduced debt service obligations over the short term. These moratoriums have since expired and FBP's current ratings and outlook incorporate the possibility that credit quality could modestly worsen before it shows signs of improvement over the long term. Earnings performance has been in line with Fitch's expectations. For the first quarter of 2018 (1Q18), FBP reported net income of $33 million for an ROA of 1.10% and provision expense over the last two quarters has been generally in line with pre-hurricane periods. Fitch expects that earnings may also face headwinds going forward as FBP continues to work down its high levels of nonperforming assets. In Fitch's view, capital remains a rating strength and should provide an adequate buffer to potential losses stemming from credit quality deterioration. Based on a severe stress test incorporating reduced core earnings and significant increases in provisions, Fitch believes FBP's capital base is sufficient to withstand further credit deterioration and/or volatility. At 1Q18, FPB's TCE and CET1 stood at 14.8% and 19.2%, respectively, which are among the highest in Fitch's rated universe in the U.S. Given FBP's risk profile and uncertainties that remain regarding the Puerto Rico economy and hurricane impact, the company's higher capital ratios are viewed as prudent and supportive of the ratings. Although FBP's funding profile continues to be weak relative to higher rated banks, over the past several years, the company has reduced its reliance on noncore funding sources, particularly brokered deposits. In Fitch's view, this has notably improved the overall stability of its deposit base and funding profile. FBP continues to faces competition for deposits from locally based commercial banks, several U.S. and foreign banks, and over one-hundred cooperative banks, which limits deposit gathering abilities on the island and results in a higher cost of funds. In Fitch's view, the presents a modest constraint on FPB's rating over the long term. SUPPORT RATING AND SUPPORT RATING FLOOR The Support Rating of '5' and Support Ratings Floor of 'NF' reflect Fitch's view that FBP is not considered systemically important, and therefore the probability of support is unlikely. The IDRs and VRs do not incorporate any support. LONG- AND SHORT-TERM DEPOSIT RATINGS FBP's uninsured deposit ratings at its subsidiary bank are rated one notch higher than FBP's IDR and senior unsecured debt rating because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY FBP has a bank holding company (BHC) structure with the bank as the main subsidiary. IDRs and VRs are equalized with those of the operating company and bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Double leverage is below 120% for the FBP parent company. RATING SENSITIVITIES IDRs and VRs FBP's operating environment is a higher influence on the ratings, and FBP's ratings are sensitive to changes in Fitch's view of the operating environment in Puerto Rico. However, given FBP's low rating level relative to Fitch's assessment of the operating environment in Puerto Rico, Fitch believes that a modest degree of deterioration in the island's operating environment over the longer term is already captured in FBP's current ratings. Fitch will continue to monitor data on Puerto Rico's economic and demographic trends to assess the medium- and long-term economic outlook on the island. Fitch believes FBP's ratings have upward rating potential given the significant improvements in the company's financial profile over the last several years. FBP's ratings could be upgraded should FBP's asset quality metrics, measured by nonperforming loans and net charge-offs, not deteriorate significantly from current levels over the next few quarters. Additionally, positive rating momentum could develop if FBP is able to maintain stable core earnings levels without increased reliance on short-term wholesale funding. FBP's current ratings incorporate an expectation that asset quality could deteriorate modestly from current levels. While not expected given FBP's strong capital levels, FBP's ratings could be downgraded if asset quality deteriorates significantly resulting in lower capital ratios relative to Puerto Rico and U.S. mainland peer banks. Also, while not envisioned over the outlook horizon, negative ratings pressure could develop if Fitch believes that the potential benefits of the planned structural and fiscal reforms in the recently approved fiscal plan will not be realized, resulting in a weaker operating environment. Conversely, positive rating action is possible if Fitch believes that the benefits from the planned structural and fiscal reforms will be effective resulting in a stronger operating environment. SUPPORT RATING AND SUPPORT RATING FLOOR The Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. HOLDING COMPANY If FBP became undercapitalized or increased double leverage significantly, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. Fitch has affirmed the following ratings, removed the Rating Watch Negative, and assigned a Stable Rating Outlook: First BanCorp --Long-Term IDR at 'B-'; Outlook Stable; --Short-Term IDR at 'B'; --Viability Rating at 'b-'. FirstBank Puerto Rico --Long-Term IDR at 'B-'; Outlook Stable; --Long-term deposit at 'B'/'RR3'; --Short-Term IDR at 'B'; --Short-term Deposits at 'B'; --Viability at 'b-'. Fitch has affirmed the following ratings: First BanCorp --Support at '5'; --Support floor at 'NF'. FirstBank Puerto Rico --Support at '5'; --Support floor at 'NF'. FREEPORT MCMORAN: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 4, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Freeport-McMoRan Inc. to BB+ from BB. Freeport-McMoRan Inc., often called Freeport, is a mining company based in the Freeport-McMoRan Center, in Phoenix, Arizona. The company is the largest producer of molybdenum, and second largest producer of copper, in the world. FULLBEAUTY BRANDS: Moody's Cuts Rating to 'Ca' over Default Risk ---------------------------------------------------------------- Moody's Investors Service downgraded its ratings for FULLBEAUTY Brands Holdings Corp., including the company's Corporate Family Rating (CFR; to Ca from Caa2) and Probability of Default Rating (PDR; to Caa3-PD from Caa2-PD), and the ratings for the company's senior secured first- and second-lien term loans (to Ca from Caa1 and to C from Caa3, respectively). The ratings outlook is negative. This rating action concludes the review for downgrade that was initiated March 20, 2018. "The downgrades reflect our view that FULLBEAUTY's debt capitalization is untenable in its current form, default risk is rising, and recoveries are likely to be low for rated creditors," said Moody's Vice President and lead analyst for the company, Brian Silver. "Operating and financial performance has lagged expectations and liquidity is now expected to be weak over the next 12 to 18 months, as cash flow generation will continue to be stifled by the company's high interest expense burden owing to its heavy debt load," added Silver. The following ratings for FULLBEAUTY Brands Holdings Corp. have been downgraded: Corporate Family Rating, to Ca from Caa2 Probability of Default Rating, to Caa3-PD from Caa2-PD $820 million (about $786 million outstanding) Senior Secured First-Lien Term Loan due 2022, to Ca (LGD4) from Caa1 (LGD3) $345 million Senior Secured Second-Lien Term Loan due 2023, to C (LGD6) from Caa3 (LGD5) Outlook actions: Outlook, changed to negative from rating under review RATINGS RATIONALE FULLBEAUTY Brands' ratings are constrained by the company's deemed untenable capital structure, owing to its very high financial leverage approximating 12 times debt-to-EBITDA on a Moody's-adjusted basis for the twelve months ended March 31, 2018. This is compounded by Moody's expectation that the modest-sized and niche-oriented company's operating performance will remain challenged in a persistently difficult market environment for retail, with constrained earnings and heavy debt service costs yielding negative free cash flow generation over the next 12-18 months. The ratings reflect an eroding liquidity profile and ensuing heightened default risk, with Moody's expecting that the company will be challenged to sufficiently improve profitability such that its balance sheet will be refinanceable at acceptable market levels and under economically viable terms over the next few years. However, Moody's noted that the company still benefits from a lack of near-term debt maturities, affording it some additional time to effect a prospective turn-around. This is partially reflected in the company's PDR being one notch above the CFR, although the disconnect also incorporates Moody's expectation of a below-average recovery for creditors in an actual event of default scenario. As a direct-to-consumer online and catalog retailer, FULLBEAUTY has relatively modest capital spending requirements. Favorable demographic trends with respect to a broadly overweight population in the US, along with good breadth and mix of product offerings relative to many competitors and more traditional retailers, also represent mitigating considerations. The negative outlook reflects Moody's expectation that the ratings could face downward pressure over the next 12-18 months, particularly if a pre-emptive restructuring is contemplated and/or needed, as the company will be challenged to improve its operating performance and associated cash flow generation enough to materially improve its credit metrics and liquidity position. Ratings could be downgraded if liquidity deteriorates and ensuing default risk rises further, including through a distressed exchange. Alternatively, the ratings could be upgraded if the company generates positive free cash flow and materially improves its liquidity profile. The principal methodology used in these ratings was Retail Industry published in May 2018. FULLBEAUTY Brands Holdings Corp. (Fullbeauty), headquartered in New York, New York, is a retailer specializing in the sale of plus-size apparel nationally through its direct-to-consumer print media and e-commerce websites. The company operates seven unique lifestyle brands through its branded websites and print media, including Woman Within, Roaman's, Jessica London, Swimsuitsforall, King Size, ellos, and BrylaneHome, as well as an online marketplace, fullbeauty.com. The company is majority-owned by Apax Partners LLP, with Charlesbank Capital Partners owning approximately 25%. The company generated revenue of approximately $896 million for the twelve-month period ended March 31, 2018. GATEWAY BUICK: Taps Affinity Law Group as Legal Counsel ------------------------------------------------------- Gateway Buick GMC, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Affinity Law Group, LLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; represent the Debtor in connection with obtaining loans; assist in any potential sale of its assets; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Partners $290 - $325 Associates $200 - $225 Paralegals $100 - $150 J. Talbot Sant, Jr., Esq., the attorney who will be handling the case, charges $315 per hour. Mr. Sant disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Affinity Law Group can be reached through: J. Talbot Sant, Jr., Esq. Affinity Law Group, LLC St. Louis, MO 63131 Phone: (314) 872-3333 Fax: (314) 872-3365 Email: tsant@affinitylawgrp.com About Gateway Buick Gateway Buick GMC is an automotive dealer in the greater St. Louis area offering a selection of new and used vehicles with 37 service bays scattered across the country. Gateway Buick GMC, Inc., filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 18-42085), on April 3, 2018. In the petition signed by Donald Davis, president, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Charles E. Rendlen III. The Debtor tapped John Talbot Sant, Jr., Esq. of Affinity Law Group, LLC as its legal counsel. GENERAL MOTORS: Ignition Settlement May Trigger 30MM Share Payout ----------------------------------------------------------------- A proposed settlement in the General Motors ignition switch lawsuit could trigger GM's obligation to transfer 30 million shares to the bankruptcy Trust, adding over $1 billion to a settlement fund to pay economic loss and injury claims brought by owners of GM vehicles affected by a barrage of safety defects, according to Hagens Berman. Attorneys representing owners of affected GM vehicles announced the proposed settlement with the General Unsecured Creditors Trust (GUC Trust) in the Bankruptcy Court on May 3, which would lead to a multi-step process, if approved by the Bankruptcy Court: -- The GUC Trust would pay $15 million into a settlement fund and pay additional amounts to cover the costs of providing notice to owners of the affected vehicles. -- The GUC Trust would seek an order from the Bankruptcy Court estimating the value of the defective GM vehicle owners' claims. The Court would hold a hearing, and if the Court values the total amount of claims at $10 billion or more, the proposed settlement would trigger an obligation by GM to deliver 30 million shares of GM common stock to the settlement fund. A valuation at less than $10 billion could still cause GM to contribute shares to the settlement fund, but in a lesser amount. According to attorneys, the current value of 30 million GM shares is approximately $1.14 billion. This sum would be added to the settlement fund and used to pay economic loss and personal injury/wrongful death claims. "The proposed settlement will achieve what we have fought to accomplish in the Bankruptcy Court since the case's inception: force GM to pay its dues to its own consumers it sought to deceive," said Steve Berman, managing partner of Hagens Berman and co-lead counsel representing vehicle owners against GM in the ignition-switch lawsuit. "GM's sale of knowingly defective cars, its failure to issue timely recalls, and its failure to provide GM vehicle owners with notice of the right to submit claims to the Bankruptcy Court has shattered the lives of individuals and families, and we believe they have waited long enough," Berman added. The lawsuit, which began in the spring of 2014, stemmed from GM's attempted cover-up of ignition switch, side airbag and power steering safety defects, which led to fatalities and crashes, as well as a record-setting number of recalled vehicles. The defects affected millions of owners, and yet GM failed to adequately notify owners, instead attempting to quell panic over ongoing reports of defects and injuries. About Hagens Berman Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com-- is a consumer-rights class-action law firm with 11 offices nationwide. The firm has been named to the National Law Journal's Plaintiffs' Hot List eight times. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation Company GUC Trust had $530.7 million in total assets, $42.50 million in total liabilities and $488.21 million in net assets in liquidation. GENON ENERGY: Boies Schiller Flexner Files RICO Suit v. McKinsey ---------------------------------------------------------------- Boies Schiller Flexner on May 9 filed a federal racketeering lawsuit on behalf of Jay Alix in the U.S. District Court for the Southern District of New York alleging that McKinsey & Company Inc., McKinsey RTS, and senior McKinsey executives "knowingly and intentionally submitted false and materially misleading declarations under oath in . . . bankruptcy proceedings . . . in order to . . . avoid revealing numerous disqualifying conflicts of interest that would preclude it from being hired as a bankruptcy professional in those proceedings." "McKinsey's racketeering activity was calculated to harm AlixPartners by depriving it of valuable consultancy assignments," according to the complaint. In addition to founding industry leader AlixPartners, in 2008-2009, Jay Alix led the creation and development of the corporate restructuring and record-fast bankruptcy turnaround plan that saved General Motors; in the 1990s, he led the restructuring of the City of Detroit's operations and finances; and in 2017, played a leadership role in supporting the restructuring of the 40,000+ students and 100 locations of the Detroit Public School System, all on a probono basis. According to the lawsuit, McKinsey's "criminal enterprise" included "bankruptcy fraud," "mail fraud," and "wire fraud." The suit further alleges that, "[b]y engaging in its unlawful scheme, McKinsey has profited by receiving tens of millions of dollars in bankruptcy fees that it would not have otherwise earned had it disclosed its numerous connections to Interested Parties and conflicts of interests as required by law. Had McKinsey complied with the law and truthfully disclosed its connections to Interested Parties, it would have been precluded from being hired as a bankruptcy professional." The suit also alleges that "McKinsey has offered illegal 'pay to play' arrangements to attorneys that handle high-stakes bankruptcy matters, whereby McKinsey offered to refer its vast network of consulting clients to these attorneys in exchange for these attorneys exclusively referring bankruptcy clients to McKinsey for professional employment." "The bottom line of the complaint is that for over ten years, McKinsey has exempted itself from the stringent disclosure laws that the rest of the industry must follow," said Sean F. O'Shea, partner and lead counsel for Jay Alix at Boies Schiller Flexner. "It has used this unfair advantage to conceal disqualifying conflicts of interest, to the detriment of its law-abiding competitors. Jay Alix brought this lawsuit to put an end to that." Jay Alix, who is bringing the action independently of AlixPartners, alleges in the lawsuit that McKinsey's CEO, Dominic Barton, "admitted to Alix that McKinsey was intentionally concealing its clients' identities and that it was conducting the 'pay to play' scheme," but "offered to introduce AlixPartners to [other companies] . . . that needed consulting services" as "blatant attempted pay-offs and bribes offered in return for dropping the issues concerning McKinsey's acknowledged pay-to-play scheme and its illegal disclosure declarations." The lawsuit alleges that "McKinsey's racketeering activity has become particularly egregious in its three most recent cases" involving Alpha Natural Resources, SunEdison, and GenOn. In the GenOn case, the complaint alleges, McKinsey "concealed, omitted, and lied about its connections to dozens of Interested Parties," including client relationships with GenOn's parent company, estate creditors, and competitors of the debtor. McKinsey also "ensured that the debts that GenOn owed it were paid ahead of other creditors before GenOn filed for bankruptcy in order for McKinsey to avoid disqualification as a creditor of the estate," and then, to avoid disqualification, "falsely treated these payments as ordinary course payments to avoid preference liability," the lawsuit says. More assets pass through the United States Bankruptcy Court System than any other court system in the world, with over three trillion dollars of assets and liabilities being adjudicated in the last ten years alone. The McKinsey bankruptcy cases that are the subject of Jay Alix's lawsuit involve over $350,000,000,000 ($350 billion) of assets plus liabilities, and companies with over 275,000 corporate employees and operations in all 50 states and around the world. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. GLOBAL HOTELS: Taps HREC as Real Estate Broker ---------------------------------------------- Global Hotels International, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Hospitality Real Estate Counselors as its real estate broker. The firm will assist the Debtor in connection with the sale of its real property located at 134 Old Winnfield Road, Jonesboro, Louisiana. HREC will receive a fee equal to 5% of the gross proceeds from the sale of the property. If no payment is made within five business days of the date when due, such payment will bear interest at the rate of 1% per month from the date due to the date paid. The firm can be reached through: Leonard V. Wormser HREC Investment Advisors 1408 N. Westshore Blvd., Suite 1025 Tampa, FL 33607 Phone: 813-635-0600 Fax: 813-635-0800 About Global Hotels Global Hotel International, LLC, is a provider of traveler accommodations in Jonesboro, Louisiana. Global Hotel International, a single asset real estate as defined in 11 U.S.C. Section 101(51B), is the fee simple owner of a real property located 144 Old Winnsboro Rd. (consisting of 1.65 acres of land, hotel, FF&E), valued by the Company at $4.10 million. Global Hotel International filed a Chapter 11 petition (Bankr. W.D. La. Case No. 18-30342) on Feb. 26, 2018. In the petition signed by Herbert Simmons, managing partner, the Debtor disclosed $5.37 million in total assets and $4.39 million in total liabilities. Judge Jeffrey P. Norman presides over the case. Bradley L. Drell and the law firm of Gold, Weems, Bruser, Sues & Rundell, APLC, serve as the Debtor's counsel. GRAND VIEW FINANCIAL: Exclusivity Period Extended Until August 14 ----------------------------------------------------------------- The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central District of California, at the behest of Grand View Financial, LLC, has extended the exclusivity periods for the Debtor to file a plan and obtain acceptance thereof for 120 days from April 16, 2018 and June 13, 2018, respectively, to Aug. 14, 2018 and Oct. 11, 2018, respectively. The Debtor told the Court that good cause exists to extend the exclusivity periods because, among other things: (1) any plan would be funded from the sale of properties in which the Debtor has an interest; however, in most instances, the Debtor needs to eliminate claims allegedly secured by a subject property and related deeds of trust allegedly securing the claims before the Debtor can proceed to sale; the Debtor has initiated and will continue to initiate actions to clear such claims and deeds of trust and the Debtor is already working to sell two properties and will seek to sell others in the near future; therefore, it makes sense to allow the Debtor to proceed with its litigation and certain property sales, so the Debtor can ascertain the success of such litigation and property sales and, thus, the funds that may be realized from the sale of properties to fund a plan; (2) the general claims bar date will not pass until May 5, 2018 and, therefore, the Debtor will not be able to ascertain the full extent of claims to be treated under its plan until that time; accordingly, it makes sense to allow the bar date to pass before requiring the Debtor to prepare and file a disclosure statement and plan, (3) this is only the Debtor's second request for an extension of the exclusivity periods, and (4) the Debtor is current on all material reporting requirements under the Bankruptcy Code, Bankruptcy Rules and Guidelines of the Office of the United States Trustee. About Grand View Financial Grand View Financial LLC is a Wyoming limited liability company, which is in the business of acquiring distressed real property. Grand View Financial was formed in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-20125) on Aug. 17, 2017. In the petition signed by Steve Rogers, its managing member, the Debtor disclosed $29.88 million in assets and $39.71 million in liabilities. Judge Julia W. Brand presides over the case. Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's legal counsel. GREAT DANE: Moody's Assigns First-Time B3 CFR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Great Dane Merger Sub, Inc. (to be merged with and into CommerceHub Inc.) in connection with the pending leveraged buyout. Moody's also assigned a B2 instrument rating to CommerceHub Inc.'s proposed $335 million first lien sr secured credit facility ($30 million revolver and $305 million term loan). The rating outlook is stable. The proposed $145 million senior secured second lien term loan is unrated. Proceeds from the new debt issuance and roughly $623 million of equity from funds affiliated with private equity sponsors, GTCR LLC and Sycamore Partners Management, L.P., will be used to purchase the public company for approximately $1.0 billion as well as pay transaction fees and expenses. Great Dane Merger Sub, Inc. will be merged with and into CommerceHub, Inc., with CommerceHub, Inc. continuing as the surviving entity and borrower. The following are the rating actions for Great Dane Merger Sub, Inc./CommerceHub, Inc.: Corporate Family Rating (CFR) -- Assigned B3 Probability of Default Rating -- Assigned B3-PD Proposed $30 million Gtd sr secured 1st lien revolver due 2023 -- Assigned B2 (LGD3) Proposed $305 million Gtd sr secured 1st lien term loan due 2025 -- Assigned B2 (LGD3) Outlook is Stable The transaction is expected to close by the end of June 2018 and is subject to customary closing conditions, including shareholder and regulatory approvals. Rating assignments remain subject to Moody's review of the final transaction terms and conditions. RATINGS RATIONALE CommerceHub Inc. ("CommerceHub") is weakly positioned in the B3 corporate family rating given near term risks including very high financial leverage, small scale, and uncertainties related to onboarding and realizing revenue and cash flow targets from recent account wins. Beyond 2018, additional challenges include customer concentration and efforts to expand beyond its narrow operating scope providing retailers with Software as a Service ("SaaS") platforms to manage e-commerce drop-ship fulfillment programs. Adjusted debt to EBITDA as of December 2017 is very high at roughly 8.6 times pro-forma for expected cost savings as a private company and a portion of the targeted run-rate for recent customer additions (net of losses). Moody's notes that stock based compensation has the effect of increasing leverage by roughly one turn. Moody's expects annual organic revenue and profit growth in the mid-to-high single digit percentage range will drive improving credit metrics including adjusted debt to EBITDA approaching 7.5 times over the next 12-18 months and adjusted free cash flow to debt being sustained above 3%. CommerceHub's ratings are supported by the company's established market position as an independent 3rd party provider (20 year history), diverse customer base with 12 of the top 30 U.S. retailers, recurring revenue streams from order retention and subscriptions, high switching costs, and EBITDA margins exceeding 40% with good free cash flow conversion. Although CommerceHub's revenue growth is supported by its niche position as an independent provider in the higher growth e-commerce segment of the broader retail industry, ratings are constrained by customer concentration with seven customers (and related suppliers) each accounting for more than 5% of total revenue. Moody's expects liquidity to be adequate over the next 12 months with free cash flow of more than $10 million (2% - 3% adjusted fcf/debt), despite being a tax payer due to limits on interest deductions as a result of tax reform, which provides good coverage of $3 million annual term loan amortization. Moody's also expects initial cash balances will be nominal with good availability under the revolver due 2023 and minimal working capital needs despite the 4th quarter seasonal peak in retail volume. Ratings for the first lien term loan and revolver (B2, LGD3), are one notch above the corporate family rating reflecting the credit facility's first lien position ahead of the second 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 revolver and term loans will be supported by guarantees and a first lien on substantially all assets of the company. The credit facility will also have a guarantee from Great Dane Parent, LLC, an intermediate holding company. The stable rating outlook reflects Moody's expectations for annual revenue growth in the mid to high single digit percentage range and for the company's credit metrics to improve over the next 12-18 months with adjusted debt to EBITDA declining to 7.5 times or better and free cash flow to debt being sustained in the low-to-mid single digit percentage range. Ratings could be upgraded if solid revenue growth along with debt repayment and margin expansion lead to adjusted debt to EBITDA approaching 6.0 times. Liquidity would also need to be improving with nominal working capital needs and adjusted free cash flow to debt in the mid-single digit percentage range. Given the company's high leverage, there would be downward pressure on ratings if organic revenue growth slows consistently below the mid-single digit percentage range. Ratings could be downgraded if Moody's expects adjusted debt to EBITDA will be sustained above 7.0 times after 2018 due to debt financed acquisitions, the loss of a major customer, or margins falling below current levels indicating competitive pricing pressures. Ratings could also be downgraded if liquidity deteriorates indicated by working capital requirements becoming a meaningful use of cash, limited revolver availability, or adjusted free cash flow to debt falling below 2%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CommerceHub, Inc., with headquarters in Albany, NY, provides cloud-based software that integrates retailers with suppliers to expand their e-commerce based drop-shipping programs primarily in the U.S. and Canada. The company reported net revenue of $111 million for the fiscal year ended December 31, 2017. GREAT FOOD: Wants to Move Plan Filing Deadline to Dec. 31 --------------------------------------------------------- Great Food Great Fun, LLC, and its affiliates ask the U.S. Bankruptcy Court for the Western District of New York to extend the time within which the Debtors must file any Joint Small Business Plan and Disclosure Statement through December 31, 2018. A hearing will be held on May 14, 2018 at 10:00 a.m. during which time the Court will consider extending the time within which the Debtors must file their Joint Small Business Plan and Disclosure Statement. As of the Petition Date, the Debtors obtained authorization to use cash collateral subject to liens of the Debtors' principal secured creditors, U.S. Foods, Inc./U.S. Foodservice, Inc., Cosima Corporation, the Internal Revenue Service and the New York State Department of Taxation and Finance. The Debtors' use of cash collateral has been extended from time-to-time, most recently through July 31, 2018. As a part of its cash collateral payments, the Debtors have been and are continuing to make payments of principal and interest on their secured claims. In an effort to reduce ongoing debt service expenses and to eliminate items no longer needed for operations, the Debtors filed a motion seeking authority for Debtor Professional Hospitality to sell certain equipment and vehicles, out of the ordinary course of its business. That motion was approved by an Order entered on Nov. 20, 2017. Professional Hospitality has run advertisements for these items and is continuing its efforts to sell the equipment and vehicles for amounts in excess of what is owed to those creditors whose claims are secured by these items. Additionally, the Court entered an Order, on November 13, 2017, authorizing Debtor Professional Hospitality to assume its non-residential real property lease with Village of Bemus Point for its location at 1 Lakeside Drive, Bemus Point, New York 14712. As a part of that same November 13 Order, the Court also extended the time for Debtor Great Food Great Fun to assume or reject for its non-residential real property lease with Cosima for its location at 10450 Bennett Road, Fredonia, New York 14063. A proposed extension of Great Food Great Fun's pre-petition lease had been negotiated between it and landlord/secured creditor Cosima prior to the Petition Date, but it had not been signed. During April, 2018, Great Food Great Fun entered into a new one-year lease with Cosima which will expire on April 1, 2019 at the same rates that it has been paying since the Petition Date. Moreover, the Debtors filed a motion, on February 9, 2018, seeking authority for Debtor Professional Hospitality to obtain short-term Debtor-in-Possession Financing from Amber Anderson in the form of a line of credit in an amount of up to $35,000 on an unsecured administrative expense basis, so as to assist Professional Hospitality to meet its seasonal start-up costs. Debtor Professional Hospitality is using this line of credit as it begins start-up operations. Contemporaneously with the filing of this Motion, the Debtors are also filing a motion requesting that the Court establish a claims bar date, so that the magnitude of all claims against them are known. The Debtor each are also exploring options with their counsel to enhance their abilities to reorganize, including potentially filing objections to certain of those claims which have been asserted by NYS Tax. In the case of Debtor Great Food Great Fun, that Debtor is also seeking new investment into the business to assist it in its future operations. The resolution of each of the foregoing matters could have material impacts on the Debtors' efforts to reorganize their businesses. The Debtors are each seeking to attempt to file a Plan of Reorganization prior to the end of this year. Since these cases are small business cases, they are required to file a Small Business Plan and Disclosure Statement not later than 300 days after the date of the order of relief. That statutory deadline is currently May 21, 2018. The Debtors intend to file a proposed Small Business Plan and Disclosure Statement as soon as practicable. Under the circumstances of these cases, however, the Debtors submit that the upcoming deadline will not permit sufficient time to achieve this objective. About Great Food Great Fun and Professional Hospitality Great Food Great Fun LLC is a New York corporation which is doing business as "Wing City Grille" and which operates a restaurant in Fredonia, New York. Professional Hospitality, LLC, is a New York corporation which is doing business as "Village Casino Restaurant" and which operates a restaurant and banquet facilities on the waterfront in Bemus Point, New York. The Village Casino Restaurant is seasonal, generally operating only between May 1 and Sept. 30 each year. Great Food and Professional Hospitality are single member limited liability corporations owned by Andrew C. Carlson, an individual who is not in bankruptcy. Great Food Great Fun, LLC, and Professional Hospitality, LLC, filed Chapter 11 petitions (Bankr. W.D.N.Y. Case Nos. 17-11557 and 17-11558, respectively) on July 24, 2017. Judge Carl L. Bucki presides over the Debtors' jointly administered cases. Andreozzi Bluestein LLP, serves as counsel to the Debtors. GREEK BROS: Taps PillarThree as Bookkeeper ------------------------------------------ The Greek Bros., Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire PillarThree Bookkeeping & Tax Services as its bookkeeper. The services to be provided by the firm include the preparation of monthly financial statements; reconciliation of all monthly bank and credit card accounts; payroll processing; payroll tax filing; quarterly payroll tax reporting; and sales tax reporting. PillarThree charges a monthly fee of $350 for its services. Elizabeth Cantu, a bookkeeper employed with PillarThree, disclosed in a court filing that she does not represent any interests adverse to the Debtor or its estate. The firm can be reached through: Elizabeth Cantu PillarThree Bookkeeping & Tax Services 3904 John Stockbauer, Suite 120 Victoria, TX 77904 Phone: (361) 237-0020 Email: info@pillarthreebookkeeping.com About The Greek Bros. Inc. The Greek Bros., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60017) on April 11, 2018. In the petition signed by George Charkalis, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. H-FOOD HOLDINGS: Moody's Assigns B3 CFR on Merger Deal ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating to Matterhorn Merger Sub, LLC. (the legal entity which will acquire H-Food Holdings, LLC, parent of Hearthside Group Holdings, LLC or "Hearthside".) At the same time Moody's assigned a B2 (LGD 3) rating to Matterhorn's proposed $150 million first lien revolving credit facility and $1.12 billion first lien term loan. The rating outlook is stable. The company also plans to issue up to $375 million of unsecured debt as part of this transaction. Proceeds from the first lien term loan, unsecured debt, and $979 million of cash equity will be used by Matterhorn to purchase H-Food Holdings, LLC and repay existing debt. Matterhorn will be merged into H-Food Holdings, LLC with H-Food Holdings being the surviving entity. H-Food Holdings is being acquired by an investment group led by Charlesbank Capital Partners and Partners Group. Moody's will withdraw its ratings on Hearthside Group Holdings, LLC and its existing rated debt once the transaction is completed. Moody's assigned the following ratings: Matterhorn Merger Sub, LLC - Corporate Family Rating at B3 - Probability of Default Rating at B3 - $150 million first lien revolving credit facility expiring 2023at B2 (LGD 3) - $1,120 million first lien term loan maturing 2025 at B2 (LGD 3) The rating outlook is stable. Ratings to be withdrawn: Hearthside Group Holdings, LLC - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD - $100 million revolving credit facility at B1 (LGD 3) - $666 million term loan at B1 (LGD 3) - $300 million unsecured notes at Caa1 (LGD 5) RATINGS RATIONALE Matterhorn's B3 Corporate Family Rating reflects its high financial leverage and significant customer concentration with its two primary customers representing approximately half of its sales and a significant portion of earnings. It also reflects event risk, such as leveraged acquisitions and aggressive shareholder returns, given its financial sponsor ownership. At the same time, the rating reflects the company's good position as a contract manufacturer and packager of food products. The company has longstanding relationships with leading US food companies and limited commodity exposure due to pass-through cost arrangements. This helps limit cash flow and earnings volatility. The company also has very good liquidity. The first lien revolver and term loan are rated B2, one notch higher than the B3 Corporate Family Rating. This reflects Moody's expectation of a higher recovery on these secured obligations compared to the recovery on a meaningful amount of lower priority obligations. The revolver and term loan will be secured by substantially all of the company's assets. The stable rating outlook reflects Moody's expectation that Matterhorn's financial leverage will remain high, and that its financial policy will remain aggressive. It also reflects Moody's view that the company will maintain its good position as a contract manufacturer and packager of food products. Ratings could be upgraded if contract manufacturing demand remains favorable and the company reduces financial leverage such that debt to EBTIDA approaches 6 times. Ratings could be downgraded if operating performance weakens, if there is a loss of a large customer, the company makes debt financed dividends or acquisitions, or liquidity deteriorates. Matterhorn will own Hearthside Group Holdings once the transaction is completed. Hearthside is a contract manufacturer and packager of packaged food products in North America and to a lesser extent Europe. It supplies companies such as General Mills, Kellogg's, Kraft Heinz, PepsiCo, and Mondelez. Revenue is approximately $1.5 billion pro forma for recent acquisitions. Hearthside is currently owned by affiliates of The Goldman Sachs Group, Inc. and Vestar Capital Partners. It will be owned by an investment group led by Charlesbank Capital Partners and Partners Group once the transaction closes. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. HEALOGICS: Bank Debt Trades at 10% Off -------------------------------------- Participations in a syndicated loan under which Healogics [ex- National Healing Corp] is a borrower traded in the secondary market at 89.63 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.70 percentage points from the previous week. Healogics pays 425 basis points above LIBOR to borrow under the $420 million facility. The bank loan matures on July 1, 2021. Moody's rates the loan 'B3/B-' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. HELIX ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B ------------------------------------------------------------ Egan-Jones Ratings Company, on May 2, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group Inc. to B from B-. Helix Energy Solutions Inc., known as Cal Dive International prior to 2006, is an American oil and gas services company headquartered in Houston, Texas. HOPEWELL RISK: Taps Shaffer & Gaier as Special Counsel in SCM Suit ------------------------------------------------------------------ Hopewell Risk Strategies, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Shaffer & Gaier, LLC as special counsel. The firm will represent the Debtor in a case it filed against Specialty Care Management LLC (Case No. 17-cv-13788) in the U.S. District Court of New Jersey. Shaffer will charge an hourly fee of $400 for its services. The firm holds a retainer in the sum of $5,000, which it received prior to the petition date. Michael Shaffer, Esq., a principal of Shaffer and the attorney who will be handling the case, disclosed in a court filing that he does not hold or represent any interests adverse to the Debtor's estate. The firm can be reached through: Michael D. Shaffer, Esq. Shaffer & Gaier, LLC 8 Penn Center, Suite 400 1628 John F. Kennedy Boulevard Philadelphia, PA 19103 Phone: 215-751-0100 Fax: 215-751-0723 Email: mshaffer@shaffergaier.com About Hopewell Risk Strategies Founded by an experienced healthcare executive and attorney, Hopewell Risk Strategies, LLC, is a healthcare management firm focused on delivering exceptional niche solutions and products across the healthcare delivery system. Hopewell Risk Strategies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-30875) on March 1, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Karen K. Brown presides over the case. The Debtor hired Hoffman & Saweris, p.c., as its bankruptcy counsel; Patel Ervin PLLC as special counsel; and Lucas, Tucker, P.C., CPAs as accountant. INTERIOR LOGIC: Moody's Assigns B1 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B1 Corporate Family Rating ("CFR") to Interior Logic Group Holdings IV, LLC, which will be the successor company following the merger between Interior Logic Group, Inc. and Interior Specialists, Inc. In the same rating action, Moody's assigned a B1-PD Probability of Default and a B2 rating to the proposed $400 million senior secured term loan B. The outlook is stable. Proceeds of the term loan will be used to repay the existing debt of the two companies plus the fees and expenses of the transaction, with a small amount of cash to be added to the combined balance sheet. The following rating actions were taken: Interior Logic Group Holdings IV, LLC: Corporate Family Rating, Assigned B1 Probability of Default, Assigned B1-PD Proposed new $400 million senior secured term loan B due 2025, Assigned B2 (LGD4) Interior Logic Group, Inc. B2 Corporate Family Rating to be withdrawn upon the close of the transaction B2-PD Probability of Default to be withdrawn upon the close of the transaction B3 (LGD4) rating on existing $255 million senior secured term loan B due 2024 ($242 million current balance) to be withdrawn upon the close of the transaction Outlook is stable. RATINGS RATIONALE The B1 CFR reflects 1) the increased size and scale of Holdings as a result of the merger, 2) the fact that the combined company is now four times larger than the nearest competitor, 3) the largely variable cost structure, 4) the low capital spending and working capital requirements, 5) the consistently positive bottom line net income produced, 6) the consistently positive GAAP free cash flow generated, and 7) the strong credit metrics, including debt leverage, interest coverage, return on invested capital, and retained cash flow/debt. At the same time, the ratings acknowledge that 1) a rapidly growing roll up, which is an apt description of the combined companies, suggests considerable execution and integration risks and possible pressure on debt leverage, 2) the industries Holdings serve, especially homebuilding, are exceptionally volatile, cyclical, and working capital intensive, 3) the combined company is brand new in its current configuration, 4) each of the individual companies, ILG and ISI, have had only a short time in their former configurations, with both having been in existence largely during a housing expansion and thus are not really recession-tested, 5) the combined entity, while now possessing some size and scale, is still quite small in relation to the universe of "Distribution and Supply Chain Services" companies against which it is being compared, and 6) the sizable goodwill and intangibles from numerous acquisitions leave the company with negative tangible net worth. The stable outlook is based on Moody's expectation that the integration of the two companies will be realized without too much strain and that the credit metrics, particularly debt leverage and interest coverage, will remain supportive of the B1 rating. An upgrade is not likely at this stage given the company's small size. Longer term, an upgrade could be considered after a substantial increase in the company's size, to at least a $5 billion revenue run rate, with improved credit metrics and strong liquidity. Factors that could lead to a downgrade include Moody's-adjusted debt leverage above 4.5x, EBITA/interest below 2.5x, impaired liquidity, major integration issues, and/or a homebuilding downturn. The combined companies' liquidity is good. On a combined basis, cash on hand will be approximately $16 million at close, GAAP free cash flow in 2017 would have been $54 million, debt maturities are modest, and there are no financial covenants on the term loan. Holdings will have access to a new $100 million first-lien, senior-secured borrowing base ABL due in 2023 (unrated), which will have a springing 1:1 fixed charge coverage if excess availability is less than the greater of 10% of the Facility Cap or $8 million for five consecutive days. The proposed new $400 million Term Loan B rating of B2, which is one notch below the CFR of B1, reflects the presence in the capital structure of the $100 million, five-year ABL, which is expected to be undrawn at the closing of the merger. The ABL will carry a first lien on ILG's best assets, i.e., its receivables and inventories, while the Term Loan B will carry a first lien on the company's remaining assets, essentially putting the Term Loan B in a junior position within the capital structure. Headquartered in Atlanta, GA, ILG manufactures countertops and is the Number 2 provider of installation services of cabinets, flooring, countertops, and other interior finishes to residential builders, multifamily rental owners and managers, and to large home improvement retailers. In early 2017, Platinum Equity Partners, a private equity company, acquired ILG while at the same time ILG was acquiring a company called CriterionBrock (founded 1982), which provides flooring products and services. For 2017, ILG's revenues and Moody's-adjusted EBITDA were $566 million and $54 million, respectively. ILG's parent company, PE Installation Services Holding LLC, is 67% owned by its sponsor, Platinum Equity, and 33% by ILG management. Headquartered in Irvine, California, which will now be the headquarters of the combined companies, ISI is the Number 1 provider of outsourced interior design services for US homebuilders, with a small amount of multi-family and commercial construction business. ISI's parent company, Faraday Holdings, LLC, was acquired in 2014, and now is 76% owned by its sponsor, Littlejohn & Co., and 24% by ISI management. For 2017, revenues and Moody's-adjusted EBITDA were $852 and $53 million, respectively. The two companies, on a combined basis, had 2017 revenues and Moody's adjusted EBITDA of $1.4 billion and $107 million, respectively. Ownership of the combined companies will be Littlejohn & Co. 40%, Platinum Equity 31%, and management 29%. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. INTERNATIONAL SEAWAYS: S&P Lowers Corp Credit Rating to 'B-' ------------------------------------------------------------ Marshall Islands-based International Seaways Inc. has announced the pro forma capital structure for its pending acquisitions of the holding companies of six very large crude carriers (VLCCs) from Euronav N.V. S&P Global Ratings lowered its corporate credit rating on International Seaways Inc. to 'B-' from 'B' and removed the rating from CreditWatch, where S&P placed it with negative implications on Dec. 22, 2017. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's $50 million superpriority senior secured revolver and the proposed and amended $480 million senior secured first-lien term loan issued by OIN Delaware LLC and International Seaways Operating Corp. to 'B+' from 'BB-' and removed the rating from CreditWatch, where we placed it with negative implications on Dec. 22, 2017. The '1' recovery rating remains unchanged, indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. "The downgrade reflects International Seaways' increased debt leverage pro forma for its acquisition of six VLCCs and its underperformance relative to our previous expectations over the past year. The company has faced challenging operating conditions in the international shipping market as industry overcapacity reduced its spot shipping rates. Although we expect the overcapacity issues to abate somewhat over the next 12 months as shippers scrap older vessels, the volatility in the international shipping market could cause International Seaways to sustain elevated leverage. "Although we expect the conditions in the international tanker market to improve in the second half of 2018, the negative outlook on International Seaways reflects that we could lower our ratings on the company in the next 12 months if it continues to encounter challenging operating conditions or has trouble integrating the new vessels into its operations. Specifically, we would lower our ratings if these factors caused the company's credit measures to deteriorate or its liquidity to weaken. In our base-case scenario, we expect International Seaways' adjusted debt leverage to improve from 9.0x in 2018 to 6.5x in 2019 as international shippers scrap their older vessels to reduce the overcapacity in the market. "We could revise our outlook on International Seaways to stable over the next 12 months if its credit measures improve, including reducing its debt leverage to around 6x on a sustained basis. This could occur if, for example, the conditions in the company's end-markets improve, its spot rates increase, and it is able to successfully integrate its recently acquired vessels. "We could lower our ratings on International Seaways in the next 12 months if the company's earnings decline because of poor asset integration or continued weakness in TCE rates due to industry overcapacity. We could also lower our ratings if we come to believe that the company is dependent upon favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial obligations as unsustainable over the long term (even if the company does not face a credit or payment crisis in the next 12 months)." JANET SUE PLESTER: U.S. Trustee Forms Two-Member Committee ---------------------------------------------------------- Gregory M. Garvin, Acting U.S. Trustee for Region 18, on May 3, 2018, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Janet Sue Plester. The committee members are: (1) Larry Schutz 4407 W. Jennings Road Cheney WA 99004 Tel: (509) 498-6164 (2) Lois Jensen 120 S. Bartholomew Street Medical Lake, WA 99022 Tel: (509) 270-2343 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. Janet Sue Plester filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 18-00972) on April 9, 2018. Kevin O'Rourke, Esq., at Southwell And O'Rourke, serves as the Debtor's bankruptcy counsel. JOHN JOHNSON III: Panel Rejects RFF Appeal as Equitably Moot ------------------------------------------------------------ RFF Family Limited Partnership, LP appeals from the bankruptcy court's Order Confirming the Third Amended Plan of Reorganization of debtor John Joseph Louis Johnson, III. The debtor argues that the appeal is constitutionally and equitably moot. Although the bankruptcy court properly confirmed the debtor's Confirmed Plan, the Bankruptcy Appellate Panel of Sixth Circuit agrees with the debtor that the appeal is equitably moot. Thus, the Panel dismisses the appeal of RFF as equitably moot. The issues presented are whether RFF's appeal is constitutionally and/or equitably moot; and whether the bankruptcy court erred in confirming the debtor's plan over RFF's objections. The debtor does not point to any events during the pendency of this appeal that would make effectual relief impossible. Instead, the debtor points to the detrimental impact such relief would have on the debtor and on the intricate weave of settlements that led to the Confirmed Plan. This does not constitute constitutional mootness. The debtor's argument regarding equitable mootness, however, has merit. The doctrine of equitable mootness is applied to appeals from confirmed plans "to protect parties relying upon the successful confirmation of a bankruptcy plan from a drastic change after appeal." In Bank of Montreal v. Official Comm. of Unsecured Creditors, the Sixth Circuit Court of Appeals adopted the Fifth Circuit's three-factor test for determining whether an appeal from the confirmation of a bankruptcy plan of reorganization should be dismissed as equitably moot: "(1) whether a stay has been obtained; (2) whether the plan has been 'substantially consummated'; and (3) whether the relief requested would affect either the rights of parties not before the court or the success of the plan." In this case, RFF did not seek or obtain a stay. RFF asserts that no stay was sought because the structure of the Confirmed Plan funds distributions to creditors from the debtor's substantial future income, therefore rendering an immediate stay unnecessary. Regardless of RFF's reasons for not seeking a stay, the Confirmed Plan has been implemented, the Effective Date occurred on Dec. 8, 2016, and reliance interests have been created. The first factor weighs against RFF. The second factor considered is whether the confirmed plan has been substantially consummated. The Bankruptcy Code defines substantial consummation as: (A) transfer of all or substantially all of the property proposed by the plan to be transferred; (B) assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and (C) commencement of distribution under the plan. Each element is met here. Property transferred on the Effective Date. The Class 5A Escrow and the Creditor Trust have been established. A Creditor Trustee has been appointed, assumed control over the Creditor Trust, and has been substituted as the plaintiff in three adversary proceedings against the debtor's parents and various financial advisors. And, distributions under the Confirmed Plan have commenced. Although RFF points out that the Confirmed Plan relies on distributions from the debtor's future income, and the bulk of that income has yet to be earned, this is hardly unusual in the case of a plan of reorganization. That final funding will not occur until future income is received does not alter the fact that all property proposed by the plan to be transferred from debtor's bankruptcy estate as of the Effective Date was transferred to the Class 5A Escrow and Creditor Trust. This factor also weighs against RFF. The third factor also weighs against RFF. RFF argues that reversal will not impact non-party creditors or significantly and irrevocably disrupt the implementation of the Confirmed Plan. Specifically, RFF characterizes the debtor's Confirmed Plan as a "pot plan," where the debtor is contributing a fixed amount from his future income over the life of the plan, and distribution is on a pro rata basis with no creditor being assured a sum certain. Moreover, RFF argues that the settlements with other creditors will remain intact because the settlements only involved setting caps to distributions. Further, these creditors were fully aware of the litigation with RFF when they settled their claims, therefore, any reliance interest on a recovery under the Confirmed Plan that is a derogation of RFF's rights was deliberately chosen in the face of RFF's challenges and should not be protected. RFF's arguments are unsupported. Its sole remaining issue on appeal is that the bankruptcy court purportedly erred in confirming the Confirmed Plan because it did not meet the requirements of feasibility. Relief to RFF on this objection could not be narrowly tailored to preserve the feasibility of the Confirmed Plan or permit confirmation of a minimally revised plan. The Confirmed Plan is not merely a "pot plan" as RFF contends. Reversing confirmation based on RFF's argument would result in a wholesale rewriting of the Confirmed Plan, which resulted from comprehensive negotiated settlements whereby multiple creditors with large claims agreed to limit their entitlement to plan proceeds. Stated differently, without the debtor's future income, the Confirmed Plan cannot be successful and the interests of third parties who diligently negotiated settlements will dissipate. The Panel finds that each of the three factors are met in connection with RFF's appeal of the bankruptcy court's confirmation order. Accordingly, the Panel finds that RFF's appeal should be dismissed as equitably moot. Even if RFF's appeal is not deemed moot, the bankruptcy court did not err in confirming the Confirmed Plan over RFF's objection. The bankruptcy court's approval of the Confirmed Plan's provision whereby all future earnings remain property of the estate during the term of the plan complies with 11 U.S.C. section 1141(b) and, therefore, RFF's argument regarding feasibility fails. Even if RFF's claim is eventually held to be nondischargeable, RFF will still be bound by the terms of the Confirmed Plan. This means that during the term of the Confirmed Plan, the automatic stay prevents RFF from any attempt to undermine the Confirmed Plan by collecting from property of the estate. After the term concludes, RFF may attempt to collect the remaining balance of its claim if it is determined to be nondischargeable. The appeals case is in re: John Joseph Louis Johnson, III, Debtor, No. 16-8045 (BAP). A full-text copy of the Panel's Opinion dated April 16, 2018 is available at https://bit.ly/2I3AZmF from Leagle.com. Jeffrey M. Levinson, LEVINSON LLP, Cleveland, Ohio, for Appellant. Rocco I. Debitetto -- ridebitetto@hahnlaw.com -- HAHN LOESER & PARKS, LLP, Cleveland, Ohio, for Appellee. Jeffrey M. Levinson, LEVINSON LLP, Cleveland, Ohio, for Appellant. Rocco I. Debitetto, Marc J. Kessler -- mkessler@hahnlaw.com -- Daniel A. DeMarco -- dademarco@hahnlaw.com -- Jeffrey A. Yeager -- jyeager@hahnlaw.com -- HAHN LOESER & PARKS, LLP, Cleveland, Ohio, for Appellee. About John Johnson, III John Joseph Louis Johnson, III, also known as Jack Johnson, a Columbus Blue Jackets hockey player, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 14-57104) on Oct. 7, 2014. The case is assigned to Judge John E. Hoffman, Jr. On Nov. 23, 2016, the Court confirmed the Debtor's Third Amended Plan of Reorganization dated as of Aug. 29, 2016. Pursuant to the terms of the Confirmation Order, the Johnson Creditor Trust was established and Myron N. Terlecky was appointed the Creditor Trustee. JOSEPHINE C. BELLO: Taps Kotz Sangster as Special Counsel --------------------------------------------------------- Josephine C. Bello, M.D., PLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Kotz Sangster Wysocki P.C. as special counsel. The Debtor is engaged in a Medicare overpayment dispute and needs the services of the firm to handle issues related to resolving the dispute. Keith Soltis, Esq., and Jovan Dragovic, Esq., the attorneys who will be representing the Debtor, will charge $375 per hour and $295 per hour, respectively. Kotz Sangster will be paid a retainer in the sum of $10,000. Mr. Soltis disclosed in a court filing that he and other employees of the firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith J. Soltis, Esq. Kotz Sangster Wysocki P.C. 36700 Woodward Ave., Suite 202 Bloomfield Hills, MI 48304 Phone: (248) 646-1051 / (248) 646-1050 Fax: (248) 646-1054 Email: ksoltis@kotzsangster.com Email: info@kotzsangster.com About Josephine C. Bello Josephine C. Bello, M.D., PLC. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-30456) on Feb. 27, 2018. In the petition signed by Josephine C. Bello, managing member, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Daniel S. Oppmanflint presides over the case. The Debtor hired Lieberman, Gies & Cohen, PLLC as its legal counsel, and Pro Accounting & Tax, PLC as its accountant. JULIAN DEPOT: Home Depot Litigation Delays Filing of Plan --------------------------------------------------------- Julian Depot Miami LLC asks the U.S. Bankruptcy Court for the Southern District of New York to further extend the exclusive periods to file a plan of reorganization and solicit acceptances thereto for an additional period of 60 days from May 4, 2018 to July 3, 2018. A hearing will be held on June 6, 2018 at 10:00 a.m. to consider the Debtor's motion to further extend the Debtor's exclusive periods. Any objection to the requested extension must be filed and served so as to be received no later than May 31, 2018. The Debtor is a real estate company which owns certain commercial property located at 13895 SW 28th Street, Homestead, FL. The Property is subject to a certain ground lease with Home Depot U.S.A., Inc. as tenant. The Home Depot retail center suffered a major fire loss in 2014, which led to the razing and demolition of the retail center in 2015. Currently, the Property remains vacant pending conclusion of Debtor's litigation with Home Depot concerning Home Depot's obligation to rebuild. The Debtor contends that Home Depot is required to rebuild the retail center to its original condition pursuant to the terms of the Ground Lease. Although Home Depot continues to pay rent, it has not rebuilt the retail center, and contends it is not obligated to do so. The Debtor's impasse with Home Depot has led to litigation between the parties, now pending in the Florida federal court. The Debtor moved to transfer the Home Depot Litigation to the Bankruptcy Court, following the Chapter 11 filing with the goal of having all matters relating to the Property heard in the Bankruptcy Court. But Home Depot has opposed the transfer to the Bankruptcy Court, and the matter remains sub judice before the District Court. In the interim, the Debtor is proceeding with discovery against Home Depot, pursuant to a relatively tight schedule established by the District Court with a trial presently scheduled for October, if the matter remains in Florida. The Debtor believes that discovery will be completed within the next 60 days, which will give the Debtor a better barometer of the type of plan it needs to propose. Additionally, the Debtor attended a mediation which was not successful, but discussion may intensify in the context of depositions now scheduled to be conducted in May. Given the pending litigation, the Debtor now seeks for an additional 60 days extension of the exclusive periods. The Debtor asserts that the Home Depot Litigation is the key to its reorganization. Obviously, the Debtor will be far better positioned to proceed with a plan or refinancing once it knows where it stands with Home Depot. Because Home Depot continues to pay rent, the Debtor believes that the Lender is not prejudiced by the proposed further extension of exclusivity. Likewise, the Debtor began making monthly payments of debt service to the Lender as of December 1, 2017, and has remained current thereafter, including the May 2018 payment. Moreover, the Debtor and Lender recently entered into a consensual cash collateral Order that was entered by the Court on April 12, 2018. While the Debtor does not know Lender's intentions relating to a plan, the Debtor is concerned that the case could become unsettled without an extension of both exclusive periods. About Julian Depot Miami Julian Depot Miami LLC is a New York-based Florida limited liability company, with its business offices located in Queens, New York. It is a real estate company which owns a commercial property located at 13895 SW 28th Street, Homestead, Florida. The property, which Julian Depot Miami purchased in 2012, is subject to a ground lease dated Dec. 20, 2016, with Home Depot USA, Inc., as tenant. Its principals are affiliated with the prior Chapter 11 case of HS 45 John LLC (Bankr. S.D.N.Y. Case No. 15-10368). Julian Depot Miami has only one secured creditor, U.S. Bank, which holds a first mortgage in the principal amount of $13.2 million. Julian Depot Miami sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12973) on Oct. 23, 2017. David L. Smith, manager, signed the petition. At the time of the filing, the Debtor disclosed $17.55 million in assets and $13.22 million in liabilities. Judge Sean H. Lane presides over the case. Goldberg Weprin Finkel Goldstein LLP is the Debtor's counsel. KAPPA DEVELOPMENT: Given Additional 60 Days to File Plan -------------------------------------------------------- The Hon. Katharine M. Samson the U.S. Bankruptcy Court for the Southern District of Mississippi, at the behest of Kappa Development & General Contracting, Inc., has extended the deadline for filing Disclosure Statement and Plan, and the exclusivity period provided for an additional 60 days from and after April 2, 2018, pending further Order of the Court. As reported by the Troubled Company Reporter on April 10, 2018, the Debtor asked the Court to extend the period for the filing its Disclosure Statement and Plan as it attempt to explore settlement and compromise certain amounts disputed with respect to payments from the City of Waveland. Subsequently, in March, 2018, the Debtor filed its Motion to Approve Settlement and Compromise with the City of Waveland. For that reason, the Debtor asked an extension of 60 days to allow approval of the Motion to Approve Settlement and Compromise and to allow the Debtor to maintain normal business operations. About Kappa Development Kappa Development & General Contracting, Inc., based in Gulfport, Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-51155) on June 12, 2017. The petition was signed by Randy Blacklidge, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Katharine M. Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd & Wiser, serves as bankruptcy counsel to the Debtor. KIMBALL HILL: SMS Directed to File Impleader Complaint vs GSSI -------------------------------------------------------------- In the case captioned KHI LIQUIDATION TRUST, Plaintiff, v. G. STONE CONSTRUCTION, INC., Defendant, Case No. 8:17-mc-131-T-35AAS (M.D. Fla.), Magistrate Judge Amanda Arnold Sansone entered an order granting Judgment assignee SMS Financial J, LLC's Supplemental Motion to Implead Third Parties and For Issuance of Statutory "Notice to Appear" and denying without prejudice as to all remaining requests. The U.S. Bankruptcy Court for the Northern District of Illinois entered judgment in favor of KHI Liquidation Trust against G. Stone Construction, Inc., in the Chapter 11 case In re: Kimball Hill, Inc., et al., N.D. Ill. Bankr. Case No. 08-10095. KHI assigned its rights, title, and interest in the Judgment to SMS, and the Bankruptcy Court entered an Assignment of Judgment. In the motion, SMS clarifies the relief it requests against Gene Stone. Specifically, SMS seeks to hold Gene Stone liable for the Judgment entered against G. Stone Construction, Inc. "pursuant to an alter ego/mere continuation theory of liability." SMS is "not presently seeking relief under Chapter 726 relating to a specific fraudulent transfer." While a federal court has ancillary jurisdiction over "a broad range" of proceedings supplementary involving the execution of federal judgments1 as to third parties, "including attachment, mandamus, garnishment, and the prejudgment avoidance of fraudulent conveyances," "ancillary jurisdiction is not justified over a new lawsuit to impose liability for a judgment on a third party." The Supreme Court has made clear that its recognition of proceedings supplementary has not "extended beyond attempts to execute, or to guarantee eventual executability of, a federal judgment," and, importantly, it has "never authorized the exercise of ancillary jurisdiction in a subsequent lawsuit to impose an obligation to pay an existing federal judgment on a person not already liable for that judgment." Therefore, while the court has jurisdiction to implead Gene Stone, and disgorge assets G. Stone Construction, Inc. fraudulently transferred to Gene Stone the court lacks jurisdiction to hold Gene Stone liable for the Judgment unless SMS separately establishes the court's original jurisdiction over such a claim. To hold Gene Stone liable for the Judgment, the proper course of action is for SMS to file and serve an impleader complaint. Section 56.29(2) of the Florida Statutes requires the judgment creditor to, either in the initial motion and affidavit or in a supplemental affidavit, "describe any property of the judgment debtor not exempt from execution in the hands of any person or any property, debt, or other obligation due to the judgment debtor which may be applied toward the satisfaction of the judgment." Upon filing of this motion and affidavit, the court shall issue a Notice to Appear that "must describe with reasonable particularity the property, debt, or other obligation that may be available to satisfy the judgment." SMS attaches a Notice to Appear to the instant motion, providing the following property description: Any property of Gene Stone Construction, LLC, including but not limited to real property, personal property and funds held in bank accounts, not exempt from execution in the hands of any person, or any property, debt, or other obligation due to Gene Stone Construction, LLC which may be applied toward the satisfaction of the Judgment entered against G. Stone Construction, Inc. "Any property" does not satisfy the "reasonable particularity" required by the Section 56.29(2). "[T]he description requirement in section 56.29(2) is a clear requirement of the statute," and SMS's property descriptions in the Notice to Appear simply do not meet the "reasonable particularity" standard required by Section 56.29(2). Accordingly, the Court grants that the Supplemental Motion to Implead Third Parties and For Issuance of Statutory "Notice to Appear" to allow SMS to file and serve an impleader complaint to the extent SMS wishes to hold Gene Stone liable for the Judgment, and denies without prejudice as to all remaining requests. Within 14 days, SMS must file an amended Notice to Appear and file and serve an impleader complaint, again, to the extent it wishes to hold Gene Stone liable for the Judgment. A full-text copy of the Court's Order dated April 13, 2018 is available at https://bit.ly/2I0jmUw from Leagle.com. KHI Liquidation Trust, Plaintiff, pro se. SMS Financial J, LLC., Claimant, represented by Riley W. Cirulnick -- rcirulnick@rprslaw.com -- Rice Pugatch Robinson Storfer & Cohen PLLC. About Kimball Hill Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. -- http://www.kimballhillhomes.com/-- was one of the largest privately-owned homebuilders and one of the 30 largest homebuilders in the United States, as measured by home deliveries and revenues, before filing for bankruptcy. The company operated within 12 markets, including, among others, Chicago, Dallas, Fort Worth, Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida, the Midwest, Nevada, the Pacific Coast and Texas. Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11 protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring efforts. The Debtors' consolidated financial condition as of Dec. 31, 2007, reflected total assets of $795,473,000 and total debts $631,867,000. Kimball Hill filed a Chapter 11 plan of liquidation on Dec. 2, 2008, which provides for the winding down of the Debtors' business through a liquidation trust. With the support of the official committee of unsecured creditors and the company's senior lenders (estimated to recover 37% to 48% of their claims), the plan was confirmed on March 12, 2009, and took effect 12 days later. U.S. Bank National Association was appointed as trustee for the Liquidation Trust. LIGHTSQUARED INC: Bank Debt Trades at 18% Off --------------------------------------------- Participations in a syndicated loan under which Light Squared Inc. is a borrower traded in the secondary market at 81.44 cents-on-the-dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 3.62 percentage points from the previous week. Light Squared Inc. pays 875 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on June 16, 2020. Moody's gave no rating to the loan and Standard & Poor's gave no rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. MIDWEST PHYSICIAN: Moody's Affirms B2 CFR, Outlook Negative ----------------------------------------------------------- Moody's Investors Service affirmed Midwest Physician Admin Svcs, LLC's B2 Corporate Family Rating ("CFR"), B2-PD probability of default rating and individual debt instrument ratings. At the same time, Moody's changed the ratings outlook to negative from stable. The outlook change follows DuPage Medical Group Ltd.'s (the ultimate parent company of Midwest Physician) announcement that it is upstreaming $125 million in shareholder dividends using proceeds from the company's $240 million sale-leaseback transaction with Harrison Street Real Estate Capital. On April 28, 2018, DuPage signed an agreement with Harrison Street Real Estate Capital to sell and lease back a portfolio of eight medical office buildings in and around greater Chicago area for an aggregate gross consideration of $240 million. Using an estimated $210 million net proceeds from this transaction, DuPage will make a cash distribution of $125 million to its shareholders. The remaining $85 million will be used to repay approximately $8 million of the first lien term loan and to supplement the balance sheet liquidity. The excess liquidity will eventually be used either to fund physician acquisitions or to repay additional debt. Moody's considers the estimated present value of the long term lease obligations incremental debt of the company. Also as a consequence of the transaction, the company will no longer own real estate (previously pledged to the creditors) that had been a potential source of liquidity. Therefore, the dividends funded by the proceeds of this sale-leaseback transaction amounts to a more aggressive financial policy employed by DuPage/Midwest Physician, increases the company's leverage and is reflected in the negative outlook on company's ratings. Following is a summary of Moody's rating actions: Midwest Physician Administrative Services, LLC Corporate Family Rating affirmed at B2 Probability of Default Rating affirmed at B2-PD Secured First lien revolving credit facility due 2022 affirmed at B1 (LGD3) Secured First lien term loan due 2024 affirmed at B1 (LGD3) Secured Second lien term loan due 2025 affirmed at Caa1 (LGD5) Outlook changed to negative from stable RATINGS RATIONALE Midwest Physician Admin Svcs, LLC's B2 CFR reflects Moody's expectations that the company's Moody's adjusted pro-forma leverage will remain high close to six times, following the dividends funded from the proceeds of sale-leaseback transaction. After sale leaseback transaction, the company's pro-forma adjusted leverage will be around 5.7 times assuming that the excess liquidity will be invested in physician acquisitions. The ratings also reflect the risks associated with the company's high degree of geographic concentration given operations are primarily located in the greater Chicago, IL area. Positive consideration is given to the company's multi-specialty business model which provides patients with a broad range of primary and specialist care in an integrated setting. The company also benefits from a broad range of payors in the markets it operates. The company has a proven business model demonstrating consistent organic and acquisition-related growth for a number of years, with the company now having meaningful scale. Moody's expects the company to remain acquisitive. In line with the company's strategy of the past 2-3 years, the acquisitions will be small-sized and they will likely be funded primarily from internal cash flow. The ratings also reflect the company's good liquidity profile with positive free cash flow (if the extraordinary shareholder dividend is excluded) and access to a meaningful revolving credit facility which is not expected to be utilized. The negative outlook reflects a more aggressive financial policy employed by the company through its recent sale leaseback transaction. This shareholder dividend payment has reduced the equity cushion and the headroom within the company's current rating. Moody's expects the company's leverage will remain in the high range for a B2 CFR and that cash flow will primarily be used to fund acquisitions and other growth investments. Ratings could be downgraded if the company were to experience integration issues with any meaningful acquisitions or if financial policies were to become more aggressive. Quantitatively ratings could be downgraded if Moody's-adjusted debt/EBITDA was sustained above 6.0 times. In view of the company's negative outlook and limited geographical coverage and a financial policy favorable to shareholders, there is limited upward rating momentum for the ratings. Midwest Physician Admin Svcs, LLC (a core operating company of the DuPage Medical Group) is a large, independent multi-specialty physician group with over 700 physicians based 122 locations in/near the greater Chicago, IL area. The company handles over 2 million patient encounters annually. The group's LTM revenues exceed $857 million. Pro forma for the transaction, the company will be owned by affiliates of Ares Management L.P., management and physicians of the company. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MILLERBERND SYSTEMS: U.S. Trustee Forms Three-Member Committee -------------------------------------------------------------- James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Millerbernd Systems, Inc. The committee members are: (1) Central McGowan Attn: Dean Kiffmeyer 123 Roosevelt Road St. Cloud, MN 56301 Tel: (320) 250-5507 E-mail: deank@centralmcgoan.com (2) McNeilus Steel, Inc. Attn: Mark Dulaney 702 2nd Avenue SE Dodge Center, MN 55927 Tel: (507) 374-6336 ext. 3024 E-mail: mark.dulaney@mcneilus.com (3) Kway Express, Inc. Attn: James Koch 1300 6th Street South P.O. Box 266 Winsted, MN 55395 Tel: (320) 485-2325 E-mail: jim@kway trucking.com James Koch is designated as Acting Chairperson of said Committee pending selection by the Committee members of a permanent Chairperson. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway presides over the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. MURRAY ENERGY: $1.7BB Bank Debt Trades at 11.81% Off ---------------------------------------------------- Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 88.19 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.69 percentage points from the previous week. Murray Energy pays 650 basis points above LIBOR to borrow under the $1.7 billion facility. The bank loan matures on April 10, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. MURRAY ENERGY: $175MM Bank Debt Trades at 12% Off ------------------------------------------------- Participations in a syndicated loan under which Murray Energy is a borrower traded in the secondary market at 88.17 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 3.35 percentage points from the previous week. Murray Energy pays 775 basis points above LIBOR to borrow under the $175 million facility. The bank loan matures on April 1, 2020. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. NATURE'S BOUNTY: Bank Debt Trades at 9.17% Off ---------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 90.83 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.13 percentage points from the previous week. Nature's Bounty pays 350 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on September 30, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. NEW YORK INTERNET: Court Narrows Claims in Suit vs JobDiva ---------------------------------------------------------- Bankruptcy Judge Sean H. Lane grants in part and denies in part the Defendant's motion to dismiss the adversary proceeding captioned THE NEW YORK INTERNET CO., INC. Plaintiff, v. JOBDIVA INCORPORATED, Defendant, Adv. Proc. No. 17-01045 (SHL) (Bankr. S.D.N.Y.). Plaintiff is in the business of providing various internet-related services to third parties and operates a data center located at 100 William Street, New York, New York 10038. On Nov. 18, 2011, NYI and JobDiva entered into a Server Colocation Agreement (the "SCA") pursuant to which NYI agreed to provide, and JobDiva agreed to pay for, server colocation services for an initial term commencing on October 25, 2011 and continuing through October 24, 2013. By its terms, the SCA automatically renewed for successive one-year periods unless either party exercised its right to terminate on at least 90 days' notice before the expiration of the then-current term. Importantly, the SCA provided that it could "be modified only by a written agreement of modification signed by all of the parties hereto." The parties disagree on the nature of their contractual relationship. According to Defendant, the SCA and the service orders are all separate, but interdependent contracts. In Defendant's view, the SCA "set forth . . . general terms that would govern the parties' future transactions, including confidentiality obligations . . ., indemnification duties . . ., and the governing law" but did not "contain any price term; nor did it specify how much space NYI would rent to JobDiva or set forth all the services that NYI would provide to JobDiva." The specifics of the initially agreed upon services were established by the October 2011 Order (appended to the SCA), which had a required two-year term. The executed SCA also had a two-year Initial Term running through Oct. 24, 2013, which automatically renewed for successive one-year periods "unless a party g[ave] the other party written notice of its intention not to renew, at least 90 days prior to the expiration of the Initial Term or then current Renewal Term." Accordingly, Defendant argues that it terminated the SCA in July 2016 with its Termination Letter, ending its obligations under that contract to Plaintiff as of Oct. 24, 2016. Defendant further contends that by its termination of the SCA and/or under their own terms, all "the service orders also terminated or expired in October 2016." In contrast, Plaintiff contends that the SCA itself was the renewal of a prior colocation agreement, that the parties renewed the SCA "by the terms of the Renewal Service Order dated Oct. 30, 2013," and that they extended the term of the SCA again "through and including September 24, 2017" by the Purported 2014 Addendum. The parties agree that the Purported 2014 Addendum contemplates extension of the SCA's term, but disagree about the validity of such a modification. In Plaintiff's view, the extension revoked Defendant's annual termination right. The Court finds that the SCA, like the master agreement in the case of Hawker Beechcraft, included potentially conflicting language when referring to the scope and negotiability of service orders. The SCA introduced the term service order initially only in reference to the "installation, maintenance and disconnection of [Defendant's] Equipment," and carved out NYI's discretion over whether to provide such services upon the Defendant's request. But its base obligations were not negotiable and, like in Hawker Beechcraft, the Court has been presented with no allegation that NYI ever actually rejected a service order. Turning to the Purported 2014 Addendum, the Court finds that it cannot resolve its validity on the present motion. While Defendant is correct that Section 8.08 of the SCA provides that the consent may only be modified by a written agreement signed by all parties, the Purported 2014 Addendum was signed by JobDiva, the party against whom enforcement is being sought. Moreover, SCA Section 8.03 also allows a waiver of other SCA provisions--such as Section 8.08--as long as the waiving party provides consent in writing. Given the fact-intensive arguments raised by Plaintiff and the service orders attached to the Complaint, the Court cannot, at this stage, dismiss the action based on a termination of the SCA. The Defendant also argues that even if the SCA was validly modified to extend through September 2017, Plaintiff has not sufficiently pled the existence of damages. Plaintiff's damages calculation assumes that the payments due under the service orders in October 2016 would have continued for the subsequent 11 months. Thus, Plaintiff's damages claim under its first cause of action is the sum of the Invoices sent in October, November, and December, and its damages claim under the second cause of action is the same invoiced charge multiplied to include the 8 remaining months. The Court finds that all service orders identified as month-to-month or without terms as to duration were properly terminated in October 2016 by Defendant's Termination Letter, whether or not it was successful in terminating the SCA. In sum, the Court finds that Plaintiff has sufficiently plead the existence of at least one continuing payment obligation through at least March 2017 and perhaps two more. But significantly, it appears that the surviving Complaint contains a much smaller claim for damages than the total of approximately $1.3M asserted in the Complaint. A full-text copy of the Court's Memorandum of Decision dated April 13, 2018 is available at https://bit.ly/2IobSde from Leagle.com. The New York Internet Company, Inc., Plaintiff, represented by Tracy L. Klestadt, Klestadt Winters Jureller Southard & Ste & Christopher J. Reilly, Klestadt Winters Jureller Southard & Stevens, LLP. JobDiva, Inc., Defendant, represented by Yelena Rapoport -- YRapoport@mselaw.com -- MATALON SHWEKY ELMAN PLL About The New York Internet The New York Internet Co., Inc., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10326) on Feb. 14, 2017. Phillip Koblence, vice president and chief operating officer, signed the petition. The Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Sean H. Lane. The Debtor has engaged Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, to serve as bankruptcy counsel; Charles E. Boulbol, Esq. at Charles E. Boulbol, P.C. as special litigation counsel, and Poillucci & Kahan P.C. as accountant. No creditors' committee, trustee or examiner has been appointed in the Debtor's Chapter 11 case. NEWBERRY BAKERS: $675K Sale of All Assets to Martin Approved ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas authorized Newberry Bakers, Inc.'s sale of substantially all assets to Mark Martin or his assignee for approximately $675,000 plus waiver of administrative claims of approximately $675,000 in administrative claims. The Court conducted an expedited hearing on the Sale Motion on April 24, 2018. The Sale Transactions will not be free and clear of 2018 ad valorem taxes against the Property. The liens that secure all amounts ultimately owed to Harris County for tax year 2018, including all penalties and interest that may accrue will remain attached to the Property and become the responsibility of the Purchaser. Harris County will be entitled to exercise all state law rights against the Purchaser and the Property in the event the 2018 ad valorem property taxes are not paid prior to the state law delinquency date. The Purchaser is not assuming any of the Debtor's executory contracts or unexpired leases. Upon closing of the Sale Transaction, the Purchaser is immediately authorized to disburse funds as follows: (i) To Harris County in the amount of $69,883 or such other amount as necessary to satisfy its secured claim in full; (ii) To Harris County M.U.D. No. 182 in the amount of $16,238 or such other amount as necessary to satisfy its secured claim in full; (iii) To Aldine I.S.D. in the amount of $84,531 or such other amount as necessary to satisfy its secured claim in full; (iv) To Leaf Capital Funding LLC in the amount of $60,000 in full satisfaction of its secured claim; (v) To the Debtor in the amount of $15,000 (unless such payment has already been made in the form of a forfeitable deposit); and (vi) To JSO Associates, Inc. in the amount of $25,000 in full satisfaction of its PACA trust claim. The Purchaser is further authorized to disburse $35,000 directly to Forshey & Prostok LLP to be held as a post-petition retainer. He is further authorized to deposit into the Registry of the Court $400,000 to be held pending a resolution of the lien priority dispute solely between Gulf Coast Bank & Trust Company, Larry Bush, and Joseph Hegyesi. The Sale Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rule 6004(h), or otherwise, and the Debtor may take any action authorized under the Sale Order immediately. About Newberry Bakers Newberry Bakers, Inc. -- http://www.newberrybakers.com/-- is a provider of wholesale specialty baked goods to the grocery and food service industry. Newberry Bakers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-44189) on Oct. 13, 2017. In the petition signed by CEO William A. Evans, the Debtor estimated assets of less than $1 million and liabilities of $10 million to $50 million. Judge Russell F. Nelms presides over the case. OLYMPIA OFFICE: Receiver's Lease Transaction for Property Okayed ---------------------------------------------------------------- Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western District of Washington authorized JSH Properties, Inc., Custodial Receiver for the Olympia Office, LLC and its affiliates, (a) to enter into lease transaction with respect to the building located at 640 Woodland Square Loop, Lacey, Washington, which is part of the of the portfolio of office properties held by the Debtors; and (b) to use cash collateral to pay expenses related to the lease transaction including the leasing commissions and construction management fees payable to the Receiver under the State Court Receivership Order. The Receiver will pay first half real property taxes for 2018, which are due April 30, 2018, with respect to all Properties. About Olympia Office Based in Cedarhurst, New York, Olympia Office LLC and its affiliates WA Portfolio LLC, Mariners Portfolio LLC and Seahawk Portfolio LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case Nos. 17-44721 to 17-44724) on Dec. 26, 2017. Scott G. Switzer, chief operating officer, signed the petitions. At the time of the filing, Olympia Office estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Mary Jo Heston presides over the cases. Williams Kastner & Gibbs, PLLC, serves as counsel to the Debtors. ONEMAIN HOLDINGS: Moody's Raises Corp. Rating to B1 --------------------------------------------------- Moody's Investors Service upgraded OneMain Holdings, Inc.'s corporate family rating to B1 from B2, Springleaf Finance Corporation's senior unsecured debt rating to B1 from B2, and OneMain Financial Holdings, LLC's senior unsecured debt rating to Ba3 from B1. The rating outlook is stable. Upgrades: Issuer: OneMain Holdings, Inc. Corporate Family Rating, Upgraded to B1, stable, from B2, positive Senior Unsecured Shelf, Upgraded to (P)B3 from (P)Caa1 Subordinate Shelf, Upgraded to (P)Caa1 from (P)Caa2 Junior Subordinate Shelf, Upgraded to (P)Caa2 from (P)Caa3 Issuer: Springleaf Finance Corporation Issuer Rating, Upgraded to B1, stable, from B2, positive Senior Unsecured MTN Program, Upgraded to (P)B1 from (P)B2 Senior Unsecured Regular Bond/Debenture , Upgraded to B1, stable, from B2, positive BACKED Senior Unsecured Regular Bond/Debenture , Upgraded to B1, stable, from B2, positive BACKED Senior Unsecured Shelf, Upgraded to (P)B1 from (P)B2 BACKED Subordinate Shelf, Upgraded to (P)B2 from (P)B3 BACKED Junior Subordinate Shelf, Upgraded to (P)B3 from (P)Caa1 Issuer: OneMain Financial Holdings, LLC BACKED Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3, stable, from B1, positive Issuer: AGFC Capital Trust I BACKED Pref. Stock, Upgraded to B3(hyb), stable, from Caa1(hyb), positive Outlook Actions: Issuer: OneMain Holdings, Inc. Outlook, Changed To Stable From Positive Issuer: Springleaf Finance Corporation Outlook, Changed To Stable From Positive Issuer: OneMain Financial Holdings, LLC Outlook, Changed To Stable From Positive Issuer: AGFC Capital Trust I Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade of OneMain Holdings, Inc.'s ("OneMain Holdings") corporate family rating to B1 from B2 reflects the company's strengthened GAAP earnings, as well as its improved capitalization, and strong liquidity and funding profile. The one-notch differential between OneMain Financial Holdings, LLC's ("OneMain Financial") senior unsecured debt rating of Ba3 and Springleaf Finance Corporation's ("Springleaf Finance") senior unsecured debt rating of B1 reflects structural protections in OneMain Financial's bond indenture through covenants that impose restrictions on leverage and limit shareholder distributions that could otherwise weaken the entity's capital buffer. OneMain Holdings' earnings strengthened to 2.5% in 1Q18, reflecting lower amounts of acquisition-related charges. OneMain Holdings will likely maintain average annual profitability of 2.0%-2.5% going forward. OneMain Holdings' capitalization, measured as tangible common equity to tangible managed assets, also improved to 8.2% at 31 March 2018 from 7.5% a year ago and less than 4% when Springleaf Holdings, Inc. acquisition of OneMain Financial closed in November 2015. While lower-than Moody's expected, OneMain Holdings' current capitalization reflects a temporary increase in balance sheet leverage due to substantial amounts of excess cash from the company's large bond issuance in 1Q18, the proceeds from which were subsequently used to prepay existing senior unsecured notes, as well as an $81 million charge on net deferred tax assets to reflect the lower corporate tax rate, which was only partially offset by the lower tax rate benefit in 1Q18. OneMain Holdings continued to strengthen its funding and liquidity profile since last year, by improving the laddering of its debt maturities, as well as increasing the availability under its credit facilities and extending their maturities. As of 31 March 2018, the company had no senior unsecured debt maturities until 4Q19, when $0.7 billion of Springleaf Finance's senior unsecured notes mature. The 2019 debt maturity is relatively small compared to OneMain Holdings' available liquidity, resulting in a strong 24-month liquidity coverage ratio. As of March 31, 2018, OneMain Holdings had $4.9 billion of undrawn conduit capacity under its ten committed revolving credit facilities, which according to Moody's estimates, translates into approximately $4 billion of borrowing capacity, given the company's $4.8 billion of unencumbered consumer loans as of March 31, 2018. OneMain Holdings' corporate family rating could be upgraded if the company 1) continues its progress toward de-leveraging through earnings retention by achieving a ratio of tangible common equity to tangible managed assets in excess of 10%; 2) demonstrates consistently strong earnings with an average annual return on assets of at least 2%; 3) continues to maintain a strong liquidity profile with an ample availability under its warehouse facilities and balanced debt maturities; and 4) demonstrates conservative financial policy. OneMain Holdings' ratings could be downgraded if its financial performance meaningfully deteriorates, resulting in financial losses and equity erosion. The ratings could also be downgraded if the company decides to pursue an aggressive financial policy through capital distributions or increased leverage, which would reduce its tangible common equity to less than 8% of managed assets, or if it demonstrates an increase in risk appetite, as evidenced by large acquisitions or loosened underwriting criteria. Springleaf Finance's and OneMain Financial's ratings will be closely aligned with those of OneMain Holdings and, therefore, would likely be upgraded or downgraded together with the ratings of the holding company. In addition, OneMain Financial's ratings could also be downgraded if the entity's leverage increases substantially, or if the structural protections afforded to it through its debt indenture covenants were weakened and no longer provided the credit protection they do today. The principal methodology used in these ratings was Finance Companies published in December 2016. Springleaf Holdings agreed to acquire OneMain from Citigroup Inc. in a 2015 deal valued at $4.25 billion in cash. The deal created the largest subprime lender in the United States, according to a Reuters report. PETROLEUM GEOSERVICES: Bank Debt Trades at 6% Off ------------------------------------------------- Participations in a syndicated loan under which Petroleum Geo-Services ASA [PGS] is a borrower traded in the secondary market at 94.00 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.81 percentage points from the previous week. Petroleum Geo-Services pays 250 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on March 19, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. PIN OAK: Trustee's $13M Sale of Middletown Mall to General Approved ------------------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia authorized the private sale by Robert L. Johns, Trustee of Pin Oak Properties, LLC, of parcels of real estate situate in the Town of White Hall, Grant District, Marion County, West Virginia, called Middletown Mall as described in that certain Deed of record in the Office of the Clerk of the County Commission of Marion County, West Virginia, in Deed Book No. 1009, at Page 364, to General Acquisitions, LLC for the sum of $12,578,615, plus or minus per diem interest in the amount of $2,657 if the actual closing date is before or after April 30, 2018, in the form of a credit bid, plus: (i) the excise tax on the transfer of the Real Property based upon the full amount of the Purchase Price; (ii) the amount of ad valorem real estate taxes due and payable and constituting a lien on the Real Property as of the occurrence of the Closing (expressly not including the amount of the 2018 tax year real estate taxes which will not be due and payable as of the occurrence of the Closing), plus interest and costs accrued after May 1, 2018 on due and payable ad valorem real estate taxes; (iii) the amount of the Trustee's statutory fees, estimated to be $433,952; and (iv) the amount of Trustee's expenses, estimated to be but not to exceed $10,000. The Property will be sold with special warranty, on an "as is, where is" basis; and free and clear of all liens, claims, encumbrances, pledges, security interests, and charges of whatever type of description. All valid liens, claims, encumbrances, pledges, security interests, and charges, including, without limitation, all Unprotected Possessory Rights, against the Real Property will attach to the proceeds of the sale of the Real Property. The sale authorized by the Order will not interrupt or otherwise interfere with the GSA lease, dated Aug. 26, 2005, as amended, or associated possessory interests of the United States General Services Administration or any occupying tenant agency thereof. The Trustee will be, and is, authorized to distribute the Cash Purchase Price proceeds of the sale of the Real Property as follows: (i) first, an amount sufficient to pay any transfer taxes and the ad valorem real property taxes due and payable and constituting liens on the Real Property as of the date of the closing of the sale of the Real Property (expressly not including the amount of the 2018 tax year real estate taxes which will not be due and payable as of the occurrence of the closing and will be the obligation of the Purchaser to pay and satisfy when due and payable); (ii) second, the Trustee's statutory commission in the amount of $433,952, subject to adjustment up or down as a result of changes in the Purchase Price due to interest charges and variation in Trustee's estimated costs, will be paid to Robert L. Johns as an interim distribution of his statutory Trustee Commission; (iii) third, an amount equal to reasonable and necessary expenses incurred by the Trustee, estimated to be but not to exceed $10,000, which amount of Trustee's expenses and attorneys' fees will be held on deposit until further order of the Court; and (iv) fourth, to pay secured and unsecured creditors in the order of their priority, but in lieu of the formality of the Purchaser transferring funds equal to its first priority lien to the Trustee and the Trustee distributing the same funds back to the Purchaser, the Purchaser will be authorized to credit bid its first priority lien amount which will be treated as a full distribution for its first priority claim by the Trustee and as a full satisfaction of that lien. A certified copy of the Order may be filed with the appropriate Clerk and/or recorded with the Recorder to act to cancel, divest, and extinguish the liens and encumbrances of record. The Unprotected Possessory Rights are cancelled, divested, and extinguished as estates and/or interests in the Real Property and as encumbrances against and/or on the Real Property and will not be binding on the Real Property or enforceable against the Purchaser subsequent to the entry of the Order. The automatic stay provisions of 11 U.S.C. Section 362 are vacated and modified to the extent necessary to implement the terms and conditions of the Real Estate Purchase Agreement and the Order. Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry. About Pin Oak Properties Pin Oak Properties, LLC, operates the Middletown Mall located at 9429 W Mill Street, White Hall, Marion County, West Virginia. Pin Oak Properties filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00608) on June 7, 2017. Dietrich Steve Fansler, its managing member and 100% owner, signed the petition. The Hon. Patrick M. Flatley is the case judge. The Debtor has hired Gianola, Barnum, Bechtel & Jecklin, LC, in Morgantown, West Virginia, as counsel; and Steven G. Williams, CPA/ABV, as accountant. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. The Court has approved the appointment of Robert L. Johns as the Chapter 11 Trustee in this case. The Trustee tapped his firm, Turner & Johns, PLLC, to represent him in the Chapter 11 case. PLAYA HOTELS: S&P Affirms 'B' Corp Credit Rating, Outlook Stable ---------------------------------------------------------------- All-inclusive resort owner Playa Hotels & Resorts N.V. plans to issue a $100 million add-on to and reprice its $910 million senior secured term loan ($904 million currently outstanding). The company will use the proceeds from the term loan, along with a proposed 20 million shares of its stock, to finance the recently announced acquisition of a portfolio of resorts and adjacent land from Sagicor Group Jamaica Ltd. S&P Global Ratings affirmed the 'B' corporate credit rating on Playa Hotels & Resorts N.V. The outlook is stable. S&P said, "We also affirmed our 'B+' issue-level rating and '2' recovery rating on Playa's senior secured credit facilities (issued by wholly owned subsidiary Playa Resorts Holding B.V.), including its senior secured revolving credit facility and proposed upsized senior secured term loan." The 'B' corporate credit rating affirmation and stable outlook reflect the relatively modest leveraging impact of the proposed term loan add-on in 2018, primarily due to Playa's proposed issuance of approximately $200 million of equity to finance the majority of the $300 million acquisition of Sagicor Group Jamaica Ltd. The Sagicor portfolio includes five all-inclusive resorts and two adjacent land sites. S&P said, "The stable outlook reflects our expectation for continued good operating performance and EBITDA contribution from the planned Sagicor acquisition, resulting in EBITDA interest coverage above 3x through 2019. This level of interest coverage represents a substantial cushion compared to our mid-1x downgrade threshold for Playa. We expect total debt to EBITDA in the mid- to low-5x area through 2019, and we expect Playa to maintain adequate liquidity. “We could lower the rating or revise the outlook to negative if Playa meaningfully underperforms our current forecast in a manner that jeopardizes its adequate liquidity position and causes EBITDA coverage of interest expense to decline toward the mid-1x area. This would likely result from significant RevPAR underperformance, additional leveraging transactions, or higher-than-expected disruption from renovating and rebranding acquired assets. "Although unlikely in the near term given Playa's aggressive growth plans, we could raise the rating if we were confident that Playa would sustain our measure of adjusted debt to EBITDA below our current 5x upgrade threshold. Additionally, we could consider higher ratings in the future as a result of an improved business risk assessment if the company successfully executes on its growth plan, and we believe the additional scale and geographic diversity sufficiently reduces risk in the business." POPULAR INC: Fitch Affirms 'BB-' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed Popular Inc.'s (BPOP) 'BB-' Long-Term Issuer Default Rating (IDR), 'B' Short-Term IDR, and 'bb-' Viability Rating (VR). The ratings have been removed from Rating Watch Negative and assigned a Stable Rating Outlook. Fitch placed BPOP's ratings on Negative Watch on Oct. 5, 2017 due to the uncertainty of the impact of hurricanes Irma and Maria on Puerto Rico in September 2017. KEY RATING DRIVERS IDRS, VRs AND SENIOR DEBT Fitch believes the initial impact on BPOP from hurricanes Irma and Maria was manageable, and disclosures from the U.S. Federal Government and the Commonwealth of Puerto Rico have brought greater visibility into the short-term impact of the storms, resulting in the removal of the Rating Watch Negative. The Stable Outlook reflects uncertainty over the medium- and long-term effects the hurricane may have on financial performance, which is already captured at the current rating level. BPOP's ratings continue to be constrained by a challenging and uncertain operating environment. The hurricanes have complicated the Commonwealth of Puerto Rico's efforts to reverse outward migration, generate sustainable economic growth, and address its fiscal and debt imbalances. Additionally, the reduction in the federal corporate tax rate in the U.S. makes Puerto Rico less attractive on a relative basis. That said, rebuilding efforts and a federal aid package from the U.S. government could have a positive short- to medium-term impact on the island's economy. Longer-term prospects for the island's economy, outside the current Outlook horizon, depend heavily on the effectiveness of fiscal and structural reforms. BPOP's ratings are also constrained by poor asset quality relative to U.S. mainland banks. Although the hurricanes have not resulted in significant increases in nonperforming loans and net charge-offs to date relative to historical levels, Fitch believes that asset quality metrics could still experience deterioration. Banks and other service providers in Puerto Rico provided temporary payment moratoriums to borrowers resulting in higher liquidity levels and reduced debt service obligations over the short term. These moratoriums have since expired, and BPOP's current rating and Outlook incorporate the possibility that credit quality could modestly worsen before beginning to improve over the long term. Earnings performance has been in line with Fitch's expectations. BPOP's solid core earnings strength should provide an offset and help absorb future provisioning needs. For 1Q18, BPOP reported net income of $91m for an ROA of 0.84% despite a heightened provision expense of $71 million provision attributed largely to the estimated impact of the Hurricane Irma and Maria as well as a $12 million provision for the U.S. taxi medallion portfolio. In Fitch's view, capital remains a rating strength for BPOP and should provide an adequate buffer to potential losses stemming from credit quality deterioration. Based on a severe stress test incorporating reduced core earnings and significant increases in provisions, Fitch believes BPOP's capital base is sufficient to withstand further credit deterioration and/or volatility. For 1Q18, BPOP's TCE and CET1 stood at 9.7% and 16.8%, respectively, which are on the high end of Fitch's rated universe in the U.S. Given BPOP's risk profile and uncertainties that remain regarding the Puerto Rico economy and hurricane impact, Fitch views the company's higher capital ratios as prudent and supportive of ratings. Overall, compared to peers, BPOP has a leading deposit franchise and a solid funding profile driven by a favorable loan-to-deposit ratio. Since the hurricanes, weak loan demand in Puerto Rico coupled with increased deposits as a result of payment moratoriums offered by banks and other service providers on the island has pushed BPOP's loan to deposit ratio to 65% at 1Q18. Historically, BPOP's funding profile has been weaker when compared to U.S. bank peers given greater reliance on non-core funding sources. SUPPORT RATING AND SUPPORT RATING FLOOR The Support Rating of '5' and Support Ratings Floor of 'NF' reflect Fitch's view that BPOP is not considered systemically important, and therefore the probability of support is unlikely. The IDRs and VRs do not incorporate any support. LONG- AND SHORT-TERM DEPOSIT RATINGS BPOP's uninsured deposit ratings at its subsidiary banks are rated one notch higher than BPOP's IDR and senior unsecured debt rating because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Hybrid capital instruments issued by BPOP are notched down from the company's VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles, which may vary considerably. BPOP's preferred stock and trust preferred stock rating of 'B-' is three notches below its Viability Rating (VR) of 'bb-', in accordance with Fitch's assessment of the instruments' non-performance and loss severity risk profiles for issuers that have VRs rated below 'bb+'. HOLDING COMPANY BPOP has a bank holding company (BHC) structure with the bank as the main subsidiary. IDRs and VRs are equalized with those of the operating companies and banks, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Double leverage is below 120% for the BPOP parent company. SUBSIDIARY AND AFFILIATED COMPANY All of the BPOP entities factor in a high probability of support from the parent. This reflects the fact that performing parent banks have very rarely allowed subsidiaries to default. It also considers the high level of integration, brand, management, financial and reputational incentives to avoid subsidiary defaults. RATING SENSITIVITIES IDRS, VRs AND SENIOR DEBT Fitch believes BPOP's ratings are solidly situated at the current levels and does not envision upward rating potential for the foreseeable future. BPOP's operating environment in Puerto Rico is an important influence on its ratings. Fitch will continue to monitor data on Puerto Rico's economic and demographic trends to assess the medium- and long-term economic outlook on the island. Negative rating pressure could develop if Fitch believes that the potential benefits of the planned structural and fiscal reforms in the recently approved fiscal plan will not be realized, resulting in a weaker operating environment. Conversely, positive rating momentum could build over time if Fitch believes that the benefits from the planned structural and fiscal reforms will be effective, resulting in a stronger operating environment. Fitch expects to receive additional clarity on the hurricanes' full impact on asset quality over the next few quarters. Incorporated into today's rating action is the expectation that there could be some additional asset quality deterioration stemming from the hurricanes. BPOP's Outlook could be revised to Negative from Stable if asset quality deteriorates significantly from current levels causing increased provisions that materially impact capital levels. The Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by BPOP subsidiaries are primarily sensitive to any change in the company's IDRs. Should the Long-Term IDR be downgraded, deposit ratings could be similarly affected. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of hybrid securities are sensitive to any change in BPOP's VR or to changes in BPOP's propensity to make coupon payments that are permitted but not compulsory under the instruments' documentation. HOLDING COMPANY If BPOP became undercapitalized or increased double leverage significantly, Fitch could notch the holding company IDR and VR from the ratings of the operating companies. SUBSIDIARY AND AFFILIATED COMPANIES As the IDRs and VRs of the subsidiaries are equalized with those of BPOP to reflect support from their ultimate parent, they are sensitive to changes in the parent's propensity to provide support, which Fitch currently does not expect, or from changes in BPOP's IDRs. Fitch has affirmed the following ratings, removed the Rating Watch Negative, and assigned a Stable Rating Outlook: Popular, Inc. --Long-term IDR at 'BB-'; Outlook Stable --Senior unsecured at 'BB-'; --Short-term IDR at 'B'; --Short-term Debt at 'B'. --Viability rating at 'bb-'; --Preferred stock at 'B-'. Popular North America, Inc. --Long-term IDR at 'BB-'; Outlook Stable --Senior unsecured at 'BB-'; --Short-term IDR at 'B'; --Short-term Debt at at B --Viability rating at 'bb-'. Banco Popular North America --Long-term IDR at 'BB-'; Outlook Stable --Long-term deposits at 'BB'; --Short-term IDR at 'B'; --Short-term deposits at 'B'. --Viability rating at 'bb-'. Banco Popular de Puerto Rico --Long-term IDR at 'BB-'; Outlook Stable --Short-term IDR at 'B'; --Short-term deposits at 'B'; --Viability rating at 'bb-'. BanPonce Trust I --Trust preferred at 'B-'. Popular Capital Trust I --Trust preferred at 'B-'. Popular Capital Trust II --Trust preferred at 'B-'. Popular North America Capital Trust I --Trust preferred at 'B-'. Popular Capital Trust III --Trust preferred at 'B-' Fitch has affirmed the following ratings: Popular, Inc. --Support at '5'; --Support floor at 'NF'. Popular North America, Inc. --Support at '5'; --Support floor at 'NF'. Banco Popular North America --Support at '5'; --Support floor at 'NF'. Banco Popular de Puerto Rico --Support at '5'; --Support floor at 'NF'. PREFERRED CARE: Taps Montgomery Coscia as Tax Preparer ------------------------------------------------------ Preferred Care Partners Management Group, L.P., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Montgomery Coscia Greilich LLP. The firm will provide income tax compliance services to the company and its affiliate Kentucky Partners Management, LLC. The estimated total cost for services provided to Preferred Care is $37,750. For work that is required outside the scope of Montgomery's engagement agreement with Preferred Care, the firm will charge hourly fees ranging from $125 to $450. Meanwhile, the total cost for services provided to Kentucky Partners is estimated at $8,250. Montgomery will charge hourly fees ranging from $125 to $450 for work that is required outside the scope of its engagement agreement with Kentucky Partners. Christopher Johnson, a partner at Montgomery, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Montgomery can be reached through: Christopher C. Johnson Montgomery Coscia Greilich LLP 2500 Dallas Parkway, Suite 300 Plano, TX 75093 Phone: 972-748-0206 Fax: 972-748-0606 Email: chris.johnson@mcggroup.com About Preferred Care Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. Judge DeWayne Hale presides over the case of Preferred Care. Judge Stacey G. Jernigan presides over the case of Kentucky Partners. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PUGLIA ENGINEERING: U.S. Trustee Forms Three-Member Committee ------------------------------------------------------------- Gregory M. Garvin, Acting U.S. Trustee for Region 18, on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Puglia Engineering, Inc. The committee members are: (1) BLASTONE Kim Avery, Credit Manager 4510 Bridgeway Avenue Columbus, OH 43219 Tel: (614) 695-5723 Fax: (614) 476-6939 E-mail: Kim.Avery@BLASTONE.com (2) Fredrick Brandt c/o Jack A. Raisner 685 Third Avenue, 25th Floor New York, NY 10017 Tel: (212) 245-1000 Fax: (646) 509-2054 E-mail: JAR@outtengolden.com (3) Princes Cruise Lines, LTD. Daniel Howard Vice President and Deputy General Counsel 24305 Town Center Drive Santa Clarita, CA 91335 Tel: (661) 753-1564 Fax: (661) 753-1560 E-mail: dhoward@hagroup.com Mr. Brandt is the Committee chairperson. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Puglia Engineering Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a ship builder and repairer based in Tacoma, Washington. It is a privately-held company founded in 1991. The company has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Puglia Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $14.26 million in assets and $21.13 million in liabilities. James L. Day, Esq., at Bush Kornfeld LLP serves as the Debtor's bankruptcy counsel. Judge Brian D. Lynch presides over the case. QUALITY CARE: Moody's Puts Ratings Under Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed Quality Care Properties, Inc.'s (QCP) ratings, including its Caa1 corporate family rating (CFR) on review for upgrade. The review follows the announcement by QCP that it had entered into definitive agreements with healthcare REIT Welltower Inc. (Welltower) and ProMedica Health System, Inc. (ProMedica) under which QCP agreed: (i) to be acquired by Welltower for $20.75 per share in all-cash transaction and (ii) concurrently, ProMedica will assume the rights and obligations of QCP in relation to HCR Manorcare Inc. sponsor agreement and will acquire HCR Manorcare at the completion of HCR's Chapter 11 bankruptcy process. ProMedica, rated A1 stable, is an integrated healthcare system that operates 13 hospitals with core operations in acute and ambulatory care in Ohio, Michigan, and Indiana. Both Welltower and ProMedica transactions are expected to close in Q3 2018. The review for upgrade is based on Welltower's (Baa1 stable) stronger credit profile, including greater financial flexibility, scale and diversity. Moody's expects that at the close of the proposed transaction all of QCP's rated debt will be repaid. As a result, the existing ratings of QCP will likely be withdrawn at closing. The Welltower transaction is subject to approval by QCP shareholders, and the ProMedica transaction requires approval by the U.S. Bankruptcy Court overseeing HCR Manorcare Chapter 11 bankruptcy case. The following ratings were placed on review for upgrade: Corporate family rating at Caa1, First lien term loan rating at Caa1, First lien revolving credit facility rating at Caa1, Second lien note rating at Caa2. Outlook actions: Outlook changed to rating under review for upgrade from negative. RATINGS RATIONALE QCP's Caa1 corporate family rating continues to reflect significant tenant concentration to HCR Manorcare that is undergoing a prepackaged bankruptcy restructuring and remains in default of its lease agreement, exposure to the heavily regulated skilled nursing (SNF) segment, and a negligible unencumbered asset pool. HCR is the tenant and operator of substantially all of QCP's properties, which represented roughly 92% of the REIT's FY2017 revenue. QCP's liquidity is constrained by the high likelihood that it will need to seek an amendment or covenant relief under its bank credit facility agreement should cash flow disruptions from HCR continue. These credit challenges are counterbalanced by QCP's position as one of the largest landlords in SNF segment, good geographic diversification, meaningful income potential from the assisted living and memory care assets, lack of debt maturities until 2021, and moderate leverage. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. Headquartered in Bethesda, Maryland, Quality Care Properties, Inc. is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building as of April 25, 2018. R.C.A. RUBBER: $750K Sale of All Property to Blue Shore Approved ---------------------------------------------------------------- Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern District of Ohio authorized Andrew W. Suhar, the duly qualified and acting trustee in the Chapter 11 of The R.C.A. Rubber Co., to sell all property of the Debtor, other than in the ordinary course of business, to Blue Shore Holdings, LLC for $750,000. The Sale Hearing was held on April 27, 2018 at 10:00 a.m. The sale is free and clear of all Interests. The Sale Order is a final order and, in accordance with Bankruptcy Rule 8002(a), the time to file a notice of appeal of the Order will commence on the date of the entry of the Order by the Court. Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Sale Order, and expressly directs immediate entry of a judgment as set forth and directs that the 14-day stay otherwise applicable pursuant to Rule 6004(h) be waived. About The R.C.A. Rubber Company The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-52757) on Nov. 18, 2016. The petition was signed by Shane R. Price, vice president. The Debtor operates a commercial rubber manufacturing company specializing in commercial flooring primarily used in the transit/transportation industry. The Debtor disclosed total assets of $2.17 million and total liabilities of $1.57 million. Judge Alan M. Koschik presides over the case. Michael A. Steel, Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as counsel. The Debtor hired Kevin Lyden, Esq., as its special counsel and Weidrick Livesay & Co., CPA as its accountant. On Aug. 16, 2017, the Debtor filed a disclosure statement and Chapter 11 plan of reorganization. On April 10, 2018, the Court appointed Andrew W. Suhar as the Chapter 11 Trustee. REAL INDUSTRY: Completes Reorganization Under Chapter 11 -------------------------------------------------------- Real Industry, Inc., on May 9, 2018, announced its emergence from bankruptcy proceedings. The Company has met all requirements for the completion of its plan of reorganization under Chapter 11 of the Bankruptcy Code, as amended and approved by the United States Bankruptcy Court for the District of Delaware (the "Plan"). The effective date of the Plan is May 9, 2018. In connection with the Plan, the Company adopted new organizational documents, and changed its name to Elah Holdings, Inc. Key features of the Plan include: -- The common stock of the Company has been recapitalized, with 2.5 million shares of capital stock authorized -- 210/RELY Partners, LP ("210 Partners"), Goldman Sachs BDC, Inc., Goldman Sachs Private Middle Market Credit LLC and Goldman Sachs Middle Market Lending Corp. acquired newly issued common stock for an aggregate purchase price of $17.5 million, totaling approximately 49% of the Company, with a portion of the proceeds used to repay the Company's debtor-in-possession (DIP) financing in full -- The holder of the Company's Series B Preferred Stock received $2.0 million in cash consideration plus newly issued common stock, totaling 31% of the Company, in exchange for the cancellation of its Series B Preferred Stock -- Each holder of Real Industry common stock is receiving one share of common stock for each of its 200 shares before the effective date, and in the aggregate, the common stockholders are collectively receiving 20% of the new common stock -- The new Board of Directors of the Company includes Robert Alpert, C. Clark Webb, Brian Laibow, Douglas Tabor and Randy Brown The Company will seek to generate long term shareholder value through the continuation of its strategy of seeking profitable acquisitions and generate increased free cash flow from the utilization of its tax assets. The Company's subsidiary, Real Alloy Holding, Inc., expects to emerge from its Chapter 11 proceedings in the second quarter of 2018 at which time the Company will abandon its equity interests in this subsidiary. Management Comments C. Clark Webb, the Company's new Chairman of the Board, stated, "We are pleased that the Company has emerged from these proceedings, and we look forward to working with the Company's management team to create long-term shareholder value." Additional Information on the Chapter 11 Proceedings Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company's claims agent, Prime Clerk, at https://cases.primeclerk.com/realindustry. About Real Industry Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the holding company for Real Alloy, the largest third-party aluminum recycler in both North America and Europe. Real Alloy offers products to wrought alloy processors, automotive original equipment manufacturers, foundries, and casters. Real Alloy delivers recycled metal in liquid or solid form according to customer specifications and serves the automotive, consumer packaging, aerospace, building and construction, steel, and durable goods industries. Real Industry has no funded debt. The funded debt obligations of the Real Alloy debtors total $400 million, comprised of (i) $96 million outstanding under a $110 senior secured revolving asset-based credit facility with Bank of America, and (ii) $305 million in principal outstanding under 10.00% senior secured notes due 2019. Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code in Delaware on Nov. 17, 2017. The Honorable Kevin J. Carey is the case judge. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Jefferies LLC as the debtors' investment banker; Berkeley Research Group, LLC as financial advisor; Ernst & Young LLP as auditor and tax advisor; and Prime Clerk as the claims and noticing agent and administrative advisor. The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel; Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez & Marsal Securities, LLC, as financial advisor. DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc Noteholder Group. The Official Committee of Unsecured Creditors tapped Brown Rudnick LLP as counsel; Duane Morris LLP as Delaware counsel; Miller Buckfire & Co, LLC, as investment banker; and Goldin Associates, LLC, as financial advisor. The Ad Hoc Committee of Equity Holders of Real Industry tapped the firms of Dentons US LLP and Bayard, P.A., as counsel. * * * Real Alloy entered into an agreement with its existing asset-based facility lender and certain of its bondholders for continued use of its $110 million asset-based lending facility and up to $85 million of additional liquidity through debtor-in-possession financing to fund ongoing business operations. As Real Industry has no access to the Real Alloy debtors' postpetition financing, Real Industry accepted an unsolicited proposal from 210 Capital, LLC and the Private Credit Group of Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in postpetition financing, (ii) an equity commitment of $17 million for up to 49% of the common stock, and (iii) a commitment to provide a $500 million acquisition financing facility on terms to be negotiated. RENAISSANCE HOLDING: Moody's Assigns B3 Rating in Buyout Deal ------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to RL Merger Sub, Inc. (dba Renaissance Learning, Inc. "Renaissance"). Moody's also assigned a B2 rating to the company's proposed senior secured first lien credit facilities, consisting of a $80 million revolving credit facility expiring 2023 and a $705 million term loan due 2025. In addition, Moody's assigned Caa2 ratings to the company's proposed $335 million senior secured second-lien term loan due 2026. Proceeds from the new term loans, along with common equity from the private equity firm Francisco Partners, will be used to finance the acquisition of Renaissance in a leveraged buyout transaction. The rating outlook is stable. At the close of the transaction, RL Merger Sub, Inc. will be merged with and into Renaissance Holding Corp., with Renaissance Holding Corp. being the surviving entity. In addition, Moody's will withdraw all existing ratings under Renaissance Learnings, Inc. The following ratings were assigned: Issuer: RL Merger Sub, Inc. Corporate Family Rating, B3 Probability of Default Rating, B3-PD Proposed $80 million Gtd revolving credit facility due 2023, B2 (LGD3) Proposed $705 million Gtd first lien senior secured term loan due 2025, B2 (LGD3) Proposed $335 million Gtd second lien term loan due 2026, Caa2 (LGD5) Rating outlook: Stable Ratings assigned are subject to receipt and review of final documentation. The following ratings remain unchanged and will be withdrawn upon the closing of the transaction and their repayment in full: Issuer: Renaissance Learning, Inc. Corporate Family Rating, B3 Probability of Default Rating, B3-PD $40 million revolving credit facility, B2 (LGD3) $686 million senior secured first lien term loan, B2 (LGD3) $285 million second lien term loan, Caa2 (LGD5) RATINGS RATIONALE Renaissance's B3 Corporate Family Rating reflects its high financial leverage (with pro forma Moody's adjusted debt-to-EBITDA of 9.0x following the leveraged buyout transaction) and private equity ownership. The ratings are also constrained by Renaissance's high product concentration in the highly fragmented computer-based learning and assessment technology market. In addition, it has small scale as measured by revenue and competes with larger scale, better capitalized companies as well as a number of smaller players. However, the rating is supported by Renaissance's well-recognized brand name with a high level of school penetration, as well as its solid growth prospects driven by favorable industry fundamentals. The rating also benefits from Renaissance's favorable cash generating capability due to a high level of recurring revenue, strong margins and low capital expenditure requirements. The rating also considers the company's good liquidity profile. The stable outlook reflects Moody's expectation the company will focus on deleveraging driven by both debt repayment with excess cash flow and earnings growth over the next 12 to 18 months. The outlook does not incorporate debt-funded acquisitions or shareholder distributions that would delay anticipated leverage reduction to mid to high 7.0x. The ratings could be downgraded if there is deterioration in operating performance with growth slower than Moody's expectations or if the company experiences declining customer retention and increasing competition. Material weakening of Renaissance's liquidity profile with free cash flow as a percentage of debt approaching 1%, EBITDA less capital expenditure to interest expense less than 1.5x or aggressive financial policies that would cause a delay in deleveraging could also put downward pressure on its ratings. The ratings could be upgraded if the company delivers sustained revenue and earnings growth with leverage maintained below 6.5x and free cash flow as a percentage of debt above high mid-single digit percentage. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Renaissance is a provider of subscription-based educational practice and assessment software and school improvement programs for kindergarten through senior high (K-12) schools. Revenue for 2017 was $266 million pro forma for the MyON acquisition. Following the leveraged buyout transaction, the company will be owned by private equity firm Francisco Partners. RENAISSANCE HOLDING: S&P Assigns 'B-' Rating over P/E Buyout ------------------------------------------------------------ Funds affiliated with Francisco Partners entered into a definitive agreement to acquire Renaissance Learning Inc., a provider of software solutions for assessment, teaching, and learning to K-12 schools and districts, from Hellman & Friedman. The transaction will be funded by a $705 million first-lien term loan, a $335 million second-lien term loan, and sponsor provided equity. S&P Global Ratings assigned its 'B-' corporate credit rating to Wisconsin Rapids, Wis.-based Renaissance Holding Corp. The outlook is stable. S&P said, "We also assigned our 'B-' issue-level and '3' recovery rating to the borrower's $785 million senior secured credit facilities, consisting of a $80 million revolving credit facility due 2023 and $705 million term loan due 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate 60%) in the event of payment default. We also assigned our 'CCC' issue-level and '6' recovery ratings to the borrower's $335 million term loan due 2026. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate 0%) in the event of payment default." S&P Global Rating's view on Renaissance reflects the company's modest position in the highly fragmented and niche instruction materials market, and the evolving and competitive student assessment market. The company's high rate of school penetration and highly recurring subscription revenue base partly offset these risks. S&P said, "The stable outlook reflects the company's above-industry-average order and revenue growth rate and its base of highly recurring and profitable revenues, and our expectation that the firm will generate sufficient FOCF to meet high debt service payments. "We could lower the rating if the education software industry landscape evolves and the company is unable to maintain its market position, leading to customer attrition, negative operating cash flow, and weakening liquidity. "Although we are unlikely to do so at this time, we could consider an upgrade if the company is able to continue its growth trajectory while maintaining its profitability, leading to a higher EBITDA base and leverage declining to the mid-6x area." RODNEY BROOKINS: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 2 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rodney W. Brookins, Sr. The committee members are: (1) Sun South, LLC P.O. Box 307 Donalsonville, GA 39845 Attention: Doug Cunningham Phone: (229) 202-0024 Email: dcunningham@sunsouth.com (2) Mike Floyd Paving & Excavating P.O. Box 7577 Bainbridge, GA 39818 Attention: Christie Floyd Phone: (229) 243-2438 Email: mikefloydpaving@outlook.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Mr. Brookins is represented by: Kenneth W. Revell, Esq. Zalkin Revell, PLLC 2410 Westgate Dr., Suite 100 Albany, GA 31707 Phone: 1.229.435.1611 Email: krevell@zalkinrevell.com About Rodney W. Brookins Sr. Rodney W. Brookins, Sr. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 18-10478) on April 19, 2018. The Debtor is represented by Kenneth W. Revell, Esq., at Zalkin Revell, PLLC. ROTONDO WEIRICH: Ct. Narrows Claims in Suit vs Sundt/Layton, et al. ------------------------------------------------------------------- Bankruptcy Judge Eric L. Frank granted in part and denied in part the Defendants' motion to dismiss the case captioned Rotondo Weirich Enterprises, Inc., Plaintiff, v. Sundt/Layton, a Joint Venture, Sundt Construction, Inc., Layton Construction Company, LLC, Fidelity & Deposit Company of Maryland, Zurich American Insurance Company, Federal Insurance Company, Liberty Mutual Insurance Company, California Department of Corrections and Rehabilitation, Defendants, Adv. No. 17-185 (Bankr. E.D. Pa.). Debtor Rotondo Weirich Enterprises, Inc. has filed a complaint, seeking damages from Sundt/Layton, a joint venture, Sundt Construction, Inc., Layton Construction Company, LLC and the California Department of Corrections and Rehabilitation based on alleged breaches of a construction contract. The Debtor also seeks recovery from Fidelity & Deposit Company of Maryland, Zurich American Insurance Company, Federal Insurance Company and Liberty Mutual Insurance Company ("the Sureties") on a public works bond. The Defendants have filed a Motion to Dismiss the Complaint asserting: 1. The court lacks jurisdiction over the claims against the CDCR based on the Eleventh Amendment to the U.S. Constitution. 2. A joint venture entity formed by the Debtor and CML RW Security, LLC (CML) -- not the Debtor -- was the contracting party with Sundt/Layton and therefore, the Debtor lacks standing to assert a claim for breach of contract. 3. The court lacks subject matter jurisdiction to adjudicate all causes of action based on the subcontract. 4. All of the claims are subject to binding arbitration. 5. Due to the undisputed existence of an express contract, the Debtor may not assert a claim for unjust enrichment. 6. The Debtor was not licensed to do business in California. The Court defers ruling on the first three grounds for dismissal all of which are based on the court's asserted lack of jurisdiction; and stays all of the claims against the CDCR and Sundt/Layton pending binding arbitration of the parties' disputes. In light of the factual nature of the Eleventh Amendment immunity analysis required by Fitchik, a motion to dismiss based on an Eleventh Amendment immunity defense of a defendant asserting that it is an "arm of the state," should be considered a "factual," rather than a "facial" challenge to the court's subject matter jurisdiction. Yet, neither the Defendants nor the Debtor have presented, or even requested, the opportunity to present any evidence extrinsic to the Complaint and attached exhibits. Nor have the parties parsed the relevant California statutes and regulations to marshal competing arguments regarding the proper characterization of the CDCR under the Fitchik standards. In these circumstances, i.e., the existence of both a paltry record and an independent non-merits ground for resolving the Motion (i.e., mandatory arbitration), it is appropriate to defer any ruling on the Eleventh Amendment immunity defense. The Court also defers resolution of the Defendants' standing and section 1334(b) jurisdictional arguments. In the Complaint, the Debtor alleges that it entered into the Subcontract with Sundt/Layton. This is a fact that must be accepted as true for purposes of the Defendants' facial jurisdictional attack under Rule 12(b)(1). It is accurate, as the Defendants point out, that the subcontractor in the Subcontract is identified as "Rotondo Weirich Enterprises, Inc./CML RW Security LLC, dba RW Companies" and that the Debtor's principal signed the contract as President/CEO of "RW Companies." Those additional facts create an ambiguity as the identity of the party to the Subcontract, but standing alone, without a more developed evidentiary record, do not establish that a joint venture, rather than the Debtor, was the party to the Subcontract. There are various explanations for the manner in which the contracting party was identified in the Subcontract that are consistent with the Debtor's allegations and, at this stage of the proceeding, the Court must draw all inferences in favor of the Debtor. In light of this factual issue, which precludes a determination that the Debtor was not a party to the Subcontract, the Defendants' request for dismissal based on the Debtor's purported lack of standing and the absence of §1334(b) jurisdiction is premature, but may be raised at a later time. The Court agrees that the Subcontract mandates arbitration of the parties' disputes. As a result, in the end, the only active, remaining claims are the Debtor's claims against the Sureties. For a number of reasons, the Debtor's claims against the Sureties are not subject to mandatory arbitration. The bond documents have no arbitration clause. Disputes against the bonds go to court: "Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located. . . ." The arbitration provisions of the Prime Contract and the Subcontract do not apply because the Sureties are not parties to those contracts. Nor can the Sureties be pulled into arbitration provision of the Subcontract via the "common question" clause because that clause applies only to subcontractors, suppliers and materialmen. Bond sureties do not fit into any of these categories. The claims against the Sureties will not be stayed for arbitration. A full-text copy of the Court's Memorandum dated April 16, 2018 is available at https://bit.ly/2I4rQtN from Leagle.com. Rotondo Weirich Enterprises, Inc., Plaintiff, represented by ARIS J. KARALIS , Karalis PC & ROBERT W. SEITZER , Karalis PC. Sundt/Layton, a Joint Venture, Sundt Construction, Inc., Layton Construction Company, LLC, Fidelity & Deposit Company Of Maryland, Zurich American Insurance Company, Federal Insurance Company, Liberty Mutual Insurance Company & California Department of Corrections and Rehabilitation, Defendants, represented by MICHAEL G. MENKOWITZ -- mmenkowitz@foxrothschild.com -- Fox,Rothschild, LLP. CML RW Security, LLC, Intervenor-Plaintiff, represented by MICHAEL D. VAGNONI -- michael.vagnoni@obermayer.com -- Obermayer Rebmann Maxwell & Hippel LLP. About Rotondo Weirich Enterprises Rotondo Weirich Enterprises, Inc. and five of its affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 to 15-16151) on Aug. 27, 2015. Judge Eric L. Frank entered an order directing joint administration of the Debtors' cases. The petition was signed by Steven J. Weirich, their president and CEO. The Debtors disclosed total assets of $8,667,885 and total liabilities of $10,452,860. Maschmeyer Karalis P.C. originally represented the Debtors as counsel, but was later replaced by Karalis P.C. On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3, appointed Grant Brooker, general counsel of Bennett Motor Express LLC; Brett Smith, business manager of Bragg Companies; and Max Helser, president of Helser Industries Inc., to serve on the official committee of unsecured creditors. On Oct. 15, 2015, another unsecured creditor, Mi-Jack Products Inc. Vice-President Jack Wepfer, was appointed to serve on the panel. The unsecured creditors' committee is represented by Reed Smith LLP. SEADRILL LIMITED: Bank Debt Trades at 14% Off --------------------------------------------- Participations in a syndicated loan under which Seadrill Limited is a borrower traded in the secondary market at 85.79 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.68 percentage points from the previous week. Seadrill Limited pays 300 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. SKILLSOFT CORP: $185MM Bank Debt Trades at 13% Off -------------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 86.38 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.72 percentage points from the previous week. Skillsoft Corporation pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'CCC' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. SKILLSOFT CORP: $465MM Bank Debt Trades at 4.52% Off ---------------------------------------------------- Participations in a syndicated loan under which Skillsoft Corporation is a borrower traded in the secondary market at 95.48 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.93 percentage points from the previous week. Skillsoft Corporation pays 475 basis points above LIBOR to borrow under the $465 million facility. The bank loan matures on April 28, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. SKYLINE HEALTHCARE: Court Appoints Black Hills as Receiver ---------------------------------------------------------- On April 30, 2018 the property owners of 18 skilled nursing facilities and one assisted living facility in South Dakota, which were operated by Skyline Healthcare (also known as Cottonwood Healthcare), filed a legal action in the Hughes County Circuit Court to appoint a Receiver for the operations of the facilities. On Tuesday, May 1, 2018, the Court appointed Black Hills Receiver, LLC as the Receiver. The South Dakota Department of Health filed a motion in support of the legal action to appoint the Receiver. The Receiver will work with the state of South Dakota and skilled nursing facility leaders with the singular goal of continuity of care for the patients. The President for Black Hills Receiver, LLC is Wanda Prince, a registered nurse, who has more than 25 years of experience providing clinical and operational support to nursing facility operators, as well as knowledge and expertise relating to the regulatory and federal guidelines that are in place to serve the residents, staff and families of skilled nursing facilities. Wanda has provided support to other South Dakota skilled nursing facilities in the past. She is gathering a team of experienced leaders to assist with the Receiver's efforts. SOJOURNER DOUGLAS: Trustee Taps McGuireWoods as Legal Counsel ------------------------------------------------------------- Charles Goldstein, the Chapter 11 trustee for Sojourner Douglas College, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire McGuireWoods LLP as his legal counsel. The firm will advise the trustee regarding his duties under the Bankruptcy Code; assist him in proposing a plan of reorganization; investigate the Debtor's financial condition; assist the trustee in connection with asset dispositions; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates range from $600 to $875 for partners, $425 to $660 for counsel, $325 to $535 for associates, and $225 to $350 for paraprofessionals. The McGuireWoods attorneys who will be handling the case and their hourly rates are: James Van Horn Partner $675 Alan Cason partner $675 Kyle Hosmer Associate $425 Anna Horevay Associate $360 James Van Horn, Esq., a partner at McGuireWoods, disclosed in a court filing that his firm does not hold any interests adverse to the Debtor's estate or creditors. The firm can be reached through: James E. Van Horn, Esq. McGuireWoods LLP 500 East Pratt Street, Suite 1000 Baltimore, MD 21202 Telephone: (410) 659-4468 Facsimile: (410) 659-4488 E-mail: jvanhorn@mcguirewoods.com About Sojourner Douglas College Sojourner Douglas College, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-12191) on Feb. 21, 2018. At the time of the filing, the Debtor estimated assets of $1,000,001 to $10 million and liabilities of $10,000,001 to $50 million. Judge Robert A. Gordon presides over the case. The Debtor tapped Kemet Hunt Law Group, Inc. as its legal counsel. On March 30, 2018, the court approved the appointment of Charles R. Goldstein as Chapter 11 trustee. SOLENIS INTERNATIONAL: Bank Debt Trades at 4.58% Off ---------------------------------------------------- Participations in a syndicated loan under which Solenis International is a borrower traded in the secondary market at 95.42 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.70 percentage points from the previous week. Solenis International pays 675 basis points above LIBOR to borrow under the $470 million facility. The bank loan matures on July 31, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. SOUTHWESTERN ENERGY: Moody's Upgrades CFR to Ba2, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Southwestern Energy Company (Southwestern) to Ba2 from Ba3, and its senior unsecured ratings to Ba3 from B1. Moody's also affirmed its Speculative Grade Liquidity Rating of SGL-2. The outlook remains stable. "The positive rating actions reflect the expected improvement in Southwestern's cash flow and capital efficiency metrics, repayment of its secured term loan, and management's stated plan to maintain 2018 capital spending program within cash flow generation," stated Arvinder Saluja, Vice President at Moody's. "If Southwestern successfully divests its Fayetteville assets, the anticipated reduction in debt will offset the decline in production scale and geographic diversification. As such, these upgrades are not contingent on the Fayetteville sale." Upgrades: Issuer: Southwestern Energy Company Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1 Senior Unsecured Notes, Upgraded to Ba3 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Southwestern Energy Company Outlook, Remains Stable Affirmations: Issuer: Southwestern Energy Company Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Unsecured Commercial Paper, Affirmed NP RATINGS RATIONALE Southwestern's Ba2 CFR reflects improvement in the company's credit profile with marked improvements in cash flow and capital efficiency metrics, reversal of production declines, and reduction in gross debt with its recent repayment of the term loan. The CFR is also supported by its sizeable production and reserves base, low finding and development costs that are among the best in the industry, and a supportive hedge position for 2018-19. In addition, between 2016 and 2017, Southwestern witnessed an improvement in its reserves profile and asset coverage with total proved reserves increasing 2.8x and PV-10 increasing 3.3x. Modest growth in its natural gas liquids (NGL) production, from its Southwestern Appalachian acreage, will help increase margins in 2018-19. The ratings also incorporate Moody's expectation that Southwestern will fund its planned growth in its Northeast and Southwest Appalachian acreage prudently while maintaining cash flow neutrality, per management's public statements. Though the upgrade does not hinge on the sale of its Fayetteville assets, we anticipate that in case of a successful sale, the vast majority of proceeds will go towards further debt reduction and to accelerate its Appalachian growth capital expenditure plan. However, its ratings are restrained by its 86% natural gas weighted production profile, relatively high reserves concentration, and the sizeable amount of balance sheet debt. Southwestern is exposed to prolonged weakness in natural gas prices, which are expected to remain low and range-bound over the next several years amid competition from the increasing volumes of associated gas resulting from oil-favored production in North America, and compounded by the negative basis differentials the company faces. Even without the potential asset sale, Southwestern has reserves concentration since all of its acreage is in the Fayetteville and Marcellus Shales even though it has a meaningful midstream business in the Fayetteville. Southwestern's SGL-2 rating reflects Moody's expectation of good liquidity. On April 26, Southwestern entered into a new ABL credit agreement maturing in April 2023 and containing a $2 billion initial commitment and $3.2 billion borrowing base. Borrowings under the company's previous $1.2 billion secured term loan facility were repaid using cash on hand and drawings under the new revolver. At April 26, there were $360 million borrowings and $323 million letters of credit outstanding under the new revolver. Since Southwestern's announced plan is to not outspend its operating cash flows, Moody's expects the revolver availability to remain constant. Moody's also expects the company to maintain cash balances of $50-$100 million going forward, down from $958 million at March 31. The credit agreement governing the revolver contains financial maintenance covenants requiring minimum current ratio of 1x and maximum net leverage of 4.5x through March 31, 2019, with step-downs to 4.25x through March 31, 2020 and to 4x thereafter. Moody's expects the company to maintain adequate headroom in compliance with the covenants going forward. Southwestern's next maturity is in January 2020 when its $92 million 4.05% unsecured notes come due. The senior unsecured notes are rated Ba3, as a result of the secured nature and priority claim of the $3.2 billion borrowing base revolving credit facility with $2 billion initial commitment. Due to the size of the claims of the secured debt and trade payables, the senior notes are rated one notch beneath the Ba2 CFR, consistent with Moody's Loss Given Default Methodology. The stable outlook reflects Southwestern's visible production growth in Appalachia and strong hedging through 2019. Moody's could consider an upgrade if the company sustains retained cash flow to debt over 30% and the leveraged full-cycle ratio (LFCR) approaches 2x in a stable to improving commodity price environment. The Ba2 CFR could be downgraded if the company debt funds acquisitions or shareholder distributions, or if it doesn't use the potential Fayetteville divestiture proceeds in a debt holder friendly manner, if the retained cash flow to debt ratio drops below 20%, or if LFCR falls below 1x for a sustained period. Southwestern Energy Company is a US independent exploration and production (E&P) company headquartered in Houston, Texas. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. SPRINGLEAF FINANCE: Fitch Expects to Rate Unsec. Notes 'B'/'RR4' ---------------------------------------------------------------- Fitch Ratings expects to assign a rating of 'B(EXP)'/'RR4' to Springleaf Finance Corporation's (Springleaf) $500 million senior unsecured notes due March 2026. Springleaf is a wholly owned subsidiary of OneMain Holdings, Inc., which has a Long-Term Issuer Default Rating (IDR) of 'B' with a Positive Rating Outlook. KEY RATING DRIVERS The expected unsecured debt rating is equalized with Springleaf's Long-Term IDR as well as its existing unsecured debt, as the new notes will rank equally in the capital structure. The proposed note issuance does not affect Springleaf's Long-Term IDR, as Fitch does not expect overall liquidity and leverage to change materially. Based on the priority of repayment, the expected unsecured rating of 'B'/'RR4' implies an average recovery for unsecured debtholders under a stressed scenario. Springleaf intends to use the proceeds from the offering for general corporate purposes and toward the repayment of the remaining $400 million, 7.25% OneMain Financial Holdings, Inc. (OMFH) bonds that mature in 2021. The OMFH bonds contain restrictive covenants that require them to be redeemed at a previously set premium depending on the year they are redeemed, which in this case would result in a premium to par of 3.625% if they are redeemed prior to December 2018. Once the bonds are redeemed, OneMain would be able to consolidate its two operating subsidiaries that have existed since the closing of the OneMain/Springleaf merger. This would reduce the company's operating complexity and improve financial flexibility, which Fitch would view favorably. OneMain's ratings reflect its leading market position in the personal installment lending segment, above average profitability, proven underwriting history, and seasoned management team. Rating constraints include below average capitalization levels which are further weakened by the potential for regulatory restrictions on capital being upstreamed from OneMain's insurance subsidiaries, a reliance on wholesale funding, the higher credit risk profile of its lending businesses which primarily target non-prime borrowers, and elevated regulatory and legislative risk. RATING SENSITIVITIES The unsecured debt rating is primarily linked to changes in OneMain's Long-Term IDR but is also sensitive to changes in recovery prospects for the debt class. OneMain's ratings could be upgraded if consolidated leverage is brought down to the company's targeted level of 5x-7x, liquidity and unsecured debt coverage levels remain appropriately managed, and credit performance remains within Fitch's expectations. In addition, upward rating momentum would benefit from a proportionate reduction in capital held at its insurance subsidiaries and the absence of developments in the regulatory landscape that significantly impact OneMain's core businesses. Conversely, negative ratings momentum could be driven by an inability to access the capital markets at a reasonable cost, greater competitive intensity in the nonprime lending segment, substantial credit quality deterioration, a significant increase in asset encumbrance, potential new and more onerous rules and regulations, as well as potential shareholder-friendly actions such as initiating shareholder distributions that are inconsistent with the company's long-term leverage and liquidity targets. An inability to further deleverage the balance sheet could also result in the Outlook being revised to Stable from Positive. Fitch has assigned the following expected rating: Springleaf Finance Corporation --Unsecured debt 'B(EXP)'/'RR4'. Fitch currently rates OneMain and its subsidiaries as follows: OneMain Holdings, Inc. --Long-Term IDR 'B'; Springleaf Finance Corp. --Long-Term IDR 'B'; --Senior unsecured debt 'B'/'RR4'; OneMain Financial Holdings Inc. --Long-Term IDR 'B'; --Senior unsecured debt 'B+'/'RR3'; AGFC Capital Trust I --Trust preferred securities 'CCC+'/'RR6'. The Rating Outlook is Positive. SPRINT COMMUNICATIONS: Egan-Jones Hikes Sen. Unsec. Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Sprint Communications Inc. to BB- from B+. Based on Overland Park, Kansas, Sprint Communications Inc. offers a range of wireless and wire line communications services to consumer, business, and government customers. The Company develops, engineers, and deploys various technologies, including two wireless networks offering mobile data services, instant national and international push-to-talk capabilities, and a global Tier 1 Internet backbone. SPRINT CORP: Moody's Reviews All Ratings for Upgrade ---------------------------------------------------- Moody's Investors Service has placed Sprint Corporation's B2 corporate family rating (CFR), B2-PD probability of default rating (PDR), along with ratings of the company's existing debt instruments on review for upgrade. The review is prompted by an agreement by T-Mobile US, Inc. (T-Mobile US) to merge with Sprint in an all-stock transaction at a 0.10256 exchange ratio of T-Mobile US shares for each Sprint share. Sprint's SGL-3 speculative grade liquidity (SGL) rating is unchanged. Should the transaction proceed, Moody's expects to withdraw Sprint's CFR, PDR, and SGL ratings concurrent with closing which, pending regulatory approvals, is expected by June 2019. On Review for Upgrade: Issuer: Sprint Capital Corporation Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3 Issuer: Sprint Communications, Inc. Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently Ba2 Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1 Issuer: Sprint Corporation Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Senior Unsecured Regular Bond/Debentures, Placed on Review for Upgrade, currently B3 Outlook Actions: Issuer: Sprint Capital Corporation Outlook, Changed To Rating Under Review From Stable Issuer: Sprint Communications, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Sprint Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Under the agreement's terms, Sprint will become a wholly owned subsidiary of T-Mobile USA, Inc. (T-Mobile), and T-Mobile will remain a wholly owned subsidiary of its parent, T-Mobile US. Deutsche Telekom AG (DT) and SoftBank Group Corp. (SoftBank), as well as public shareholders of T-Mobile US and Sprint, will own the equity of the combined T-Mobile US/Sprint entity, to be referred to as "New T-Mobile" or the "combined company." SoftBank will grant a proxy to vote its New T-Mobile shares to DT. Moody's does not impute any credit support from the financial strength of DT or SoftBank. The review for upgrade is based on Moody's assessment that the combined company would materially improve Sprint's standalone credit profile. On a pro forma basis under New T-Mobile ownership, Sprint would benefit from reduced operating and capital investment costs, lower leverage approaching the low 4x (Moody's adjusted) range, improved liquidity, greater operating scale, a more extensive asset base, and improved market positioning in the US wireless industry. Under the pro forma New T-Mobile capital structure, unsecured debt at Sprint, Sprint Communications, Inc. (SCI), and Sprint Capital Corporation (SCC) as well as the lease payments supporting the spectrum notes are expected to receive downstream unsecured guarantees from T-Mobile US and T-Mobile. Moody's will focus on the post-close combined company's leverage and cash flows, as well as its growth potential. Based on the current proposed transaction structure, ratings of Sprint's senior unsecured debt class would likely be one notch above its existing B2 CFR, increasing to B1 from the current B3 rating due to lower debt leverage, improved liquidity, and downstream guarantees from T-Mobile US and T-Mobile. Sprint's existing B2 CFR reflects its high leverage of approximately 4.6x (Moody's adjusted) as of December 31, 2017, intense competitive challenges, and projected negative free cash flow (excluding cash realized from securitizations) through 2020. The rating currently incorporates a one notch lift from Moody's expectation that Sprint's parent company and majority shareholder, SoftBank, will seek to retain the viability of Sprint as a going concern. The rating also recognizes Sprint's recent financing transactions to fund its network modernization plan and address upcoming maturities, improving operating performance, its ongoing cost reduction initiatives, and its valuable network and spectrum assets. SPRINT CORPORATION: Egan-Jones Hikes LC Sen. Unsec. Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company upgraded the local currency senior unsecured rating on debt issued by Sprint Corporation to BB- from B+. Headquartered in Overland Park, Kansas, Sprint Corporation is an American telecommunications company that provides wireless services and is an internet service provider. SRS DISTRIBUTION: Moody's Puts B3 Rating Amid Leonard Green Deal ---------------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to SRS Distribution, Inc. ("SRS") following the company's recent announcement that affiliates of Leonard Green and Partners, L.P. are acquiring the majority of SRS from affiliates of Berkshire Partners LLC for approximately $3.6 billion, excluding fees and expenses. In related rating actions, Moody's assigned a B3 rating to the proposed senior secured term loan due 2025 and Caa2 to the company's proposed senior unsecured notes due 2026. Proceeds from new debt along with an equity contribution in the form of common stock from affiliates of Leonard Green and Partners, L.P., will be used to finance its leveraged buyout of SRS, to repay revolver borrowings, and to pay related fees and expenses. All existing ratings currently assigned to SRS Distribution, Inc. including its corporate family rating, probability of default rating, both term loan ratings, and rating outlook will be withdrawn at closing, scheduled for late-May. Upon closing, SRS's new capital structure will consist of a $400 million asset-based senior secured revolving credit facility (unrated) expiring in 2023, of which there will be no outstanding at closing, a $1.3 billion senior secured term loan maturing in 2025, $380 million senior unsecured notes due 2026, and approximately $30 million in capital leases. Assignments: Issuer: SRS Distribution, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured Bank Credit Facility, Assigned B3 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5) Actions: Issuer: SRS Distribution, Inc. Outlook, Assigned Stable RATINGS RATIONALE SRS' B3 Corporate Family Rating results from its more leveraged capital structure following the debt-financed and fully priced buyout of the company by affiliates of Leonard Green and Partners, L.P. Balance sheet debt is increasing by almost 70% to about $1.7 billion from $1.0 billion from January 31, 2018, SRS's first-quarter of fiscal year 2018, and is the greatest amount of debt SRS has ever carried. Moody's estimates debt leverage increasing to nearly 7.5x on a pro forma basis and inclusive of earnings due to recent acquisitions from about 5.0x at January 31, 2018, but nearing 6.2x by fiscal year-end October 2019. All ratios include Moody's standard adjustments, which adds about $180 million to balance sheet debt for operating leases. Higher debt balances and resulting cash interest payments approaching $110 million per year will result in pro forma free cash flow-to-debt barely positive over next 12 to 18 months. These large cash interest payments are limiting SRS' ability to generate large amounts of free cash flow throughout the year, resulting in an adequate liquidity profile. Providing offsets to high leverage are steady operating margins in mid-single digit percentage range. Fundamentals for roofing demand is an ongoing strength in repair and remodeling activity, from which SRS derives the preponderance of its revenues and resulting earnings and cash flows. Due to its nondiscretionary nature, roofing repair products exhibit less demand volatility than other building products. Good revolver availability and extended maturity profile gives SRS financial flexibility to contend with its more leveraged capital structure. The stable rating outlook reflects Moody's expectations that SRS's credit profile, such as leverage trending below 6.5x, will remain supportive of its B3 Corporate Family Rating over next 12 to 18 months. The B3 rating assigned to the proposed $1.3 billion senior secured term loan maturing in 2025, same rating as Corporate Family Rating, results from its position as preponderance of debt in SRS's capital structure. It has a first-lien on substantially all non-current assets and a second-lien on assets securing company's asset-based revolving credit facility. Moody's believes residual value of second-lien collateral will not be sufficient in a distressed scenario to make holders of this term loan whole, resulting in effective subordination relative to revolving credit facility. Term loan amortizes 1% per year with a bullet payment at maturity. SRS's operating subsidiaries provide upstream guarantees. The Caa2 rating assigned to the proposed $380 million senior unsecured notes due 2026, two notches below Corporate Family Rating, results from their position as junior debt in SRS's debt capital structure. These notes are effectively subordinated to $1.7 billion of secured bank debt, putting them in a first-loss position in a recovery scenario. SRS's operating subsidiaries provide upstream guarantees. Moody's does not anticipate positive rating actions over intermediate term due to elevated debt leverage. However, SRS's ratings could be upgraded if operating performance exceeds Moody's forecasts, yielding adjusted debt-to-EBITDA trending towards 5.0x. Better liquidity profile characterized by large free cash flow generation used for permanent debt reduction, and return to more conservative financial policy such as leverage remaining in 5.0x range would contribute to upwards rating momentum as well. Downward rating pressure is not likely over next 12 to 18 months given current trends in roofing demand. However, negative rating actions could ensue beyond then if SRS's operating performance falls below our expectations, resulting in debt-to-EBITDA fails to improve towards 6.5x, or EBITA-to-interest expense trending below 1.0x (all ratios incorporate Moody's standard adjustments), or company's liquidity profile deteriorates. Large debt-financed acquisitions or significant levels of dividends also could put downward pressure on ratings. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. SRS Distribution, Inc., headquartered in McKinney, TX, is a national distributor of roofing supplies and related building materials throughout the United States. Leonard Green and Partners, L.P., through its affiliates, is majority owner of SRS. Berkshire Partners LLC, through its affiliates, is next largest owner of SRS followed by management and employees. Revenues for the 12 months through January 31, 2018 totaled approximately $2.2 billion. SRS is privately-owned and does not disclose publicly available financial information. SRS DISTRIBUTION: S&P Affirms 'B' Corp Credit Rating, Outlook Neg. ------------------------------------------------------------------ Leonard Green & Partners L.P. has signed a definitive agreement to acquire a majority stake in SRS Distribution Inc. in partnership with management and Berkshire Partners (now with a reduced stake) for $3.6 billion, raising leverage to 7x pro forma for the transaction. The transaction will be partially financed with a new capital structure (in the name of Shingle Acquisition Merger Sub, Inc. initially and then in the name of SRS Distribution Inc. following the consummation of the merger) consisting of a $400 million asset-based lending (ABL) facility (unfunded at close), a $1.3 billion first-lien term loan, and $380 million in senior unsecured notes; equity contributions by Leonard Green, Berkshire, and management will finance the remainder of the transaction. S&P Global Ratings affirmed its 'B' corporate credit rating on McKinney, Texas-based SRS Distribution Inc. The rating outlook is negative. S&P said, "At the same time, we assigned our 'B' issue-level rating (the same as the corporate credit rating) to SRS's proposed $1.3 billion first-lien term loan due 2025. The recovery rating is '4', indicating our expectation of average (30%-50%; rounded estimate: 35%) recovery for lenders in the event of a payment default. "We also assigned our 'CCC+' issue-level rating (two notches lower than the corporate credit rating) to SRS's proposed $380 million senior unsecured notes due 2026. The '6' recovery rating on the debt indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "We affirmed our 'B' corporate credit rating based on our expectation that SRS will have sufficient liquidity and cash flow to work through the integration of recent acquisitions. Our affirmation takes into account our view that the company will continue to expand its EBITDA generation through greenfield growth and acquisitions and reduce debt leverage over the next 12 months. Pro forma for the transaction, leverage will be about 7x after accounting for more than $150 million in 2018 acquisitions financed via the company's $400 million ABL and could decrease to about 6x by fiscal year-end 2019 (Oct. 31), as earnings are realized. At the same time, we anticipate that the company would maintain adjusted EBITDA interest coverage of 2.5-3x over the next year, compared with 2.7x pro forma for the transaction. "The outlook is negative. We expect SRS' proposed capital structure to result in a spike in leverage of 7x, a level that is weak for the rating. While we expect SRS' end markets and growth strategy to continue to drive sales and earnings, the high debt burden narrows the company's options in the unlikely event of storm inactivity (a driver of sales), unanticipated delays in re-roofing activity, or acquisition integration missteps. We expect adjusted leverage to be approximately 7x by the end of fiscal 2018, falling to below 6x by the end of fiscal 2019. We expect liquidity will be sufficient to meet the company's seasonal working capital needs and other obligations as well. "We would likely lower the rating on SRS if the company's leverage deteriorated further above 7x over the next 12 months. This could occur if margins compressed by 40 basis points due to an unanticipated spike in product costs that SRS were unable to pass on to its customers or if a lack of storm activity caused sales demand to shrink by at least 10%, compared to our base case scenario. Leverage could also deteriorate above 7x if the company made larger-than-expected debt-financed acquisitions or experienced problems integrating such acquisitions. We could also lower our rating on SRS if liquidity were to become considerably constrained; notably this could occur if availability under its $400 million ABL were to decrease significantly--and approach $50 million--on account of diminished cash flows. "We could revise the outlook to stable if SRS were able to reduce leverage to a level approaching 5x over the next 12 months. The company could achieve this if the company experienced at least a 50% jump in sales or a 100-basis-point increase in EBITDA margins. Under this scenario, we would expect leverage to remain below this level on a consistent basis and continue to fall over the timeframe." SUNCOAST INTERNAL: Needs More Time to File Reorganization Plan -------------------------------------------------------------- Suncoast Internal Medicine Consultants, P.A., asks the U.S. Bankruptcy Court for the Middle District of Florida to extend by 60 days or until July 18, 2018, the deadline for the filing of its plan of reorganization and the exclusivity periods. The Court has entered an order requiring the filing of a plan by May 17, 2018. The initial exclusive period for filing a plan expires on or about that same date. The Debtor says it is current on all reports, and its reports show that the Debtor has been profitable during Chapter 11. However, the reports only cover two full post-petition months. The Debtor would like to see additional post-petition performance before filing a plan and disclosure statement. The Debtor's counsel has discussed this motion and the requested relief with counsel for the two largest creditors in the case, USAmeribank and ASD Specialty Healthcare, and neither opposes the requested extension. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb18-00399-83.pdf About Suncoast Internal Medicine Consultants Based in Largo, Florida, Suncoast Internal Medicine Consultants, PA -- http://suncoastinternalmedicine.com/-- provides medical care to Pinellas County and the Greater Tampa Bay area. Its staff is composed of board-certified physicians focusing in the specialties of internal medicine, gastroenterology, and rheumatology. Suncoast was founded in 1965 by Dr. George Kotsch. Suncoast Internal Medicine Consultants sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00399) on Jan. 19, 2018. In the petition signed by Robert L. DiGiovanni, DO, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek McEwen presides over the case. The Debtor hired Johnson, Pope, Bokor, Ruppel & Burns LLP as its bankruptcy counsel; and Appelt & Associates, CPAS, PA as its accountant. SUNSHINE DAIRY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Sunshine Dairy Foods Management, LLC 18-31644 aka Sunshine Dairy Foods 801 NE 21st Ave Portland, OR 97232 Karamanos Holdings, Inc. 18-31646 801 NE 21st Ave. Portland, OR 97232 Business Description: Sunshine Dairy Foods is family-owned dairy processor serving local food service customers, local food manufacturer partners, local retailers and co-pack customers in the Pacific Northwest. All Sunshine milk products are packaged in recyclable opaque white jugs and paper cartons to protect the milk from light and prevent oxidation. Sunshine's largest vendor is its milk supplier, Oregon Milk Marketing Federation. OMMF members are almost universally family farmers who manage small to mid-sized farms in the Willamette Valley, Oregon and Yakima Valley and Chehalis, Washington. http://www.sunshinedairyfoods.com/ Chapter 11 Petition Date: May 9, 2018 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Peter C. McKittrick (18-31644) Hon. Trish M. Brown (18-31646) Debtors' Counsel: Nicholas J. Henderson, Esq. MOTSCHENBACHER & BLATTNER, LLP 117 SW Taylor Street, Ste 300 Portland, OR 97204 Tel: 503-417-0500 Fax: 503-417-0501 Email: nhenderson@portlaw.com - and - Douglas R. Ricks, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington, Suite 520 Portland, OR 97204 Tel: (503) 241-4869 Fax: (503) 241-3731 Assets and Liabilities: Estimated Estimated Assets Liabilities ----------- ----------- Sunshine Dairy Foods $1 mil. to $10 million $10 mil. to $50 million Karamanos Holdings $1 mil. to $10 million $10 mil. to $50 million The petitions were signed by Norman Davidson III, president of Karamanos Holdings, Inc., managing member. A full-text copy of Sunshine Dairy Foods' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/orb18-31644.pdf Karamanos Holdings stated it has no unsecured creditors. A full-text copy of the Debtor's petition is available for free at: http://bankrupt.com/misc/orb18-31646.pdf T-MOBILE USA: Moody's Affirms Ba2 CFR Amid Merger Deal with Sprint ------------------------------------------------------------------ Moody's Investors Service has affirmed T-Mobile USA, Inc.'s (T-Mobile) Ba2 corporate family rating (CFR) and Ba2-PD probability of default rating (PDR), and has also placed T-Mobile's Ba2 senior unsecured rating on review for downgrade. The review is prompted by an agreement by T-Mobile's parent, T-Mobile US, Inc. (T-Mobile US), to merge with Sprint Corporation (Sprint) in an all-stock transaction at a 0.10256 exchange ratio of T-Mobile US shares for each Sprint share. Moody's expects T-Mobile's leverage (Moody's adjusted) of 3.4x as of December 31, 2017 to increase to 4.9x one year after transaction close, and trend towards 4.2x two years after transaction close. T-Mobile's SGL-1 speculative grade liquidity (SGL) rating is unchanged. The transaction is expected to close by June 2019 and is subject to regulatory approvals. Affirmations: Issuer: T-Mobile USA, Inc. Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 On Review for Downgrade: Issuer: T-Mobile USA, Inc. Senior Unsecured Regular Bond/Debentures, Placed on Review for Downgrade, currently Ba2 Outlook Actions: Issuer: T-Mobile USA, Inc. Outlook, Remains Stable RATINGS RATIONALE Under the agreement's terms, Sprint will become a wholly owned subsidiary of T-Mobile, and T-Mobile will remain a wholly owned subsidiary of its parent, T-Mobile US. Deutsche Telekom AG (DT) and SoftBank Group Corp. (SoftBank), as well as public shareholders of T-Mobile US and Sprint, will own the equity of the combined T-Mobile US/Sprint entity, to be referred to as "New T-Mobile" or the "combined company." SoftBank will grant a proxy to vote its New T-Mobile shares to DT. On a pro forma basis, New T-Mobile is expected to retire portions of outstanding T-Mobile and Sprint debt with a mixture of to-be-issued secured and unsecured debt at T-Mobile. Ample liquidity is anticipated in the form of about $12 billion of cash and an undrawn $4 billion secured revolver at T-Mobile at close, which together will provide support to both T-Mobile and Sprint. T-Mobile secured debt is expected to benefit from a guarantee on a secured basis by all wholly-owned domestic restricted subsidiaries of T-Mobile (subject to customary exceptions) and by all subsidiaries of Sprint but excluding Sprint itself, Sprint Communications, Inc. (SCI), and Sprint Capital Corporation (SCC). T-Mobile unsecured debt is expected to be guaranteed on an unsecured basis by all wholly-owned domestic restricted subsidiaries of T-Mobile and Sprint (subject to customary exceptions) and T-Mobile US. Unsecured debt at Sprint, SCI, and SCC and spectrum lease payments to Sprint spectrum special purpose vehicles are expected to receive downstream unsecured guarantees from T-Mobile US and T-Mobile. Moody's will focus on the post-close combined company's leverage and cash flows, as well as its growth potential. Based on the current proposed transaction structure, Moody's affirms T-Mobile's Ba2 CFR. Ratings of T-Mobile's senior unsecured debt class would likely fall to Ba3 from the current Ba2 rating due to the issue of a significant amount of senior secured debt at T-Mobile under New T-Mobile's proposed capital structure. Ratings of new secured debt at T-Mobile, which would exclude any and all existing and future debt secured by specific spectrum assets as collateral, would likely be ranked two notches above the Ba2 CFR, or at a Baa3 rating. Pro forma for the transaction, T-Mobile's Ba2 CFR would reflect its moderate leverage approaching the low 4x (Moody's adjusted) range, its large scale of operations, extensive asset base and its market position as a leading US wireless provider. Moody's expects T-Mobile to continue to capture market share following the transaction due to its focus on customer service, simple products, competitive price plans and enhancements to customer value. Moody's projects that the transaction will result in the combined company's leverage peaking at 4.9x (Moody's adjusted) one year after transaction close, falling to 4.2x two years after transaction close and below 4x thereafter. Moody's estimates free cash flow will be negative in the first year but will transition to positive thereafter, with meaningful growth potential in the third year and beyond. Based on the combined company's size, market position and business profile, Moody's believes that the Ba2 CFR would remain appropriate so long as leverage was sustainable in a range of 4.0 to 4.5x (Moody's adjusted) and free cash flow was consistently positive beginning 24 months after the transaction closes. In addition, given the combined company's outstanding debt relative to the high yield market, the Ba2 CFR would be predicated upon the combined company maintaining committed liquidity sufficient to address 12 to 18 months of total cash needs, including debt maturities. Moody's notes that the combined company will need to maintain access to multiple segments of the debt capital markets to allow it to comfortably address upcoming maturities. Moody's believes that the combination of T-Mobile US and Sprint will substantially improve the combined company's cost structure enabling it to invest in its network as the company prepares to develop capacity for 5G technology applications. In addition, T-Mobile could benefit from its affiliation with its controlling shareholder DT, although Moody's does not impute any credit support to the rating from DT. These strengths could be offset by a meaningful increase in business risk and a near term deterioration in operating free cash flow as the costs to achieve synergies are incurred well ahead of the benefits. Moody's believes that the process of integrating the two networks is the primary risk factor that could negate the potential benefits of the merger. If the integration work results in a deterioration in service quality as T-Mobile migrates Sprint customers to the T-Mobile network, churn would increase and New T-Mobile would suffer damage to its newly defined brand and reputation operating as a combined company. The combined effects of increased churn and lower share of gross adds could pressure New T-Mobile's revenue and cash flow. If sustained, a negative subscriber trajectory would undermine the confidence of investors and present liquidity difficulties for the combined company, especially as it addresses ramping debt maturities in later years. The combination of weaker cash flow and a deterioration of debt capital market confidence would dramatically increase the probability of default at the combined company. Moody's notes, however, that debt maturities of the combined company are highly manageable during the early years of integration. Debt maturities, which consist of a balanced mix of secured and unsecured debt, only begin to ramp meaningfully starting in 2021. T.P.I.S. INDUSTRIAL: Taps Mosher Seifert as Accountant ------------------------------------------------------ T.P.I.S. Industrial Services, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Mosher, Seifert & Company as its accountant. The firm will assist the Debtor in preparing its 2017 corporate federal tax return and monthly operating reports. Mosher charges a flat fee of $2,500 to prepare the tax return, and a monthly fee of $1,500 to prepare the monthly operating reports. Kenneth Seifert, a partner at Mosher, disclosed in a court filing that he does not represent any interests adverse to the Debtor or its estate. The firm can be reached through: Kenneth J. Seifert Mosher, Seifert & Company 4701 Preston Road Pasadena, TX 77505 Tel: (281) 991-1099 Fax: (281) 991-3099 Email: info@cpa1099.com About T.P.I.S. Industrial Services T.P.I.S. Industrial Services, LLC -- http://www.teamtpis.com/-- is a family-owned and operated company that designs, fabricates, and installs removable or reusable thermal and acoustical insulation systems. The company provides industrial scaffolding, industrial insulation, painting and sandblasting, heat trace, safety training, inspections, refractory, and various other industrial services. T.P.I.S. is headquartered in Pasadena, Texas. T.P.I.S. Industrial Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-31733) on April 3, 2018. In the petition signed by Juan F. Ocampo, president, the Debtor disclosed $3 million in assets and $2.55 million in liabilities. Judge David R. Jones presides over the case. The Debtor tapped the Law Office of Margaret M. McClure as its legal counsel. TOPS HOLDING II: Taps Deloitte & Touche as Auditor -------------------------------------------------- Tops Holding II Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Deloitte & Touche LLP as auditor. The services to be provided by the firm include an audit of the financial statements of the company and its affiliates for the period ending December 30, 2017 pursuant to an engagement agreement dated October 25, 2017; and an audit of their financial statements for the period ending December 29, 2018 pursuant to an engagement agreement dated April 16, 2018. Deloitte & Touche estimated that its fees for the 2017 audit services would be approximately $810,000. The firm may also provide audit services that are not contemplated by the fee structure provided in the 2017 agreement. The firm will charge these hourly rates for those services: Partner $425 to $525 Principal $425 to $525 Managing Director $425 to $525 Manager $325 to $375 Staff $210 to $240 Meanwhile, Deloitte & Touche estimated that its fees for the 2018 audit services would be approximately $600,000 while its fees for interim review services provided in the 2018 agreement would be approximately $150,000. For services that are not contemplated by the fee structure provided in the 2018 agreement, the firm will charge these hourly rates: Partner $425 to $525 Principal $425 to $525 Managing Director $425 to $525 Manager $325 to $375 Staff $210 to $240 Thomas Tehan, a partner at Deloitte & Touche, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Deloitte & Touche can be reached through: Thomas Tehan Deloitte & Touche LLP 30 Rockefeller Plaza, 41st Floor New York, NY 10112-0015 Phone: +1 212-492-4000 About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc. and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The Committee retained Morrison & Foerster LLP as its legal counsel; and Zolfo Cooper, LLC as its financial advisor and bankruptcy consultant. TOPS HOLDING II: Taps Deloitte Tax as Tax Services Provider ----------------------------------------------------------- Tops Holding II Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Deloitte Tax LLP. The services to be provided by the firm include tax compliance services pursuant to an engagement agreement dated January 11, 2018; federal and state tax depreciation computation services pursuant to an engagement agreement dated January 23, 2018; and tax advisory services related to the restructuring of the company and its affiliates pursuant to an engagement agreement dated February 12, 2018. Deloitte estimated that fees for tax compliance services would be $32,000; and that fees for the preparation of additional state and local tax returns would be $1,500 for each separate return and between $3,000 and $5,000 for each combined return. For services requested by the Debtors that are not contemplated under the January 11 agreement, the firm will charge these hourly rates: Partner/Principal/Managing $550 - $650 Director – Specialist Partner/Managing Director $450 - $525 Senior Manager $350 - $425 Manager $325 - $375 Senior $250 - $300 Associate $190 - $225 Meanwhile, the fees for tax depreciation computation services are estimated at $93,000. Deloitte will charge these hourly rates for services not contemplated under the January 23 agreement: Partner $525 Principal $525 Managing Director $525 Senior Manager $425 Manager $375 Senior Associate $300 Staff $225 The fees for tax advisory services related to restructuring will be based on the amount of professional time required and the experience level of the professionals involved. The hourly rates for those services are: National Tax and Hourly Rates Bankruptcy Tax Specialists ------------ -------------------------- Partner $525 $850 Principal $525 $850 Managing Director $525 $850 Senior Manager $425 $795 Manager $375 $670 Senior Associate $300 $450 Staff $225 $350 Deloitte was paid $50,000 in the form of a retainer prior to the petition date. Michael Smith, managing director of Deloitte, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Smith Deloitte Tax LLP Sheridan Meadows Corporate Park North 6500 Sheridan Drive, Suite 216 Williamsville, NY 14221 Phone: +1 716-843-7200 Fax: +1 716-856-7760 About Tops Holding II Corporation Tops Markets, LLC -- http://www.topsmarkets.com/-- is headquartered in Williamsville, NY and operates 169 full-service supermarkets with five additional by franchisees under the Tops Markets banner. Tops employs over 14,000 associates and is a full-service grocery retailer in Upstate New York, Northern Pennsylvania, and Vermont. Tops Management, led by Frank Curci, its chairman and chief executive officer, acquired Tops in December 2013 through a leveraged buyout from Morgan Stanley's private equity arm. Morgan Stanley bought the company in 2007 from the Dutch retailer now known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The Penn Traffic Company, a local chain with 64 stores. In 2012, it purchased 21 Grand Union Family Markets stores. Tops Holding II Corporation, and its subsidiaries, including Tops Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-22279) on Feb. 21, 2018, to pursue a financial restructuring that would eliminate a substantial portion of debt from the Company's balance sheet and position Tops for long-term success. The Company listed total assets of $977 million and total liabilities at $1.17 billion as of Dec. 30, 2017. The Debtors hired Weil, Gotshal & Manges LLP as their legal counsel; Hilco Real Estate, LLC as real estate advisor; Evercore Group L.L.C. as investment banker; FTI Consulting, Inc. and Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 6, 2018. The committee hired Morrison & Foerster LLP as its legal counsel; and Zolfo Cooper, LLC as its financial advisor and bankruptcy consultant. ULTRA PETROLEUM: Bank Debt Trades at 4% Off ------------------------------------------- Participations in a syndicated loan under which Ultra Petroleum Corporation is a borrower traded in the secondary market at 96.00 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.41 percentage points from the previous week. Ultra Petroleum pays 300 basis points above LIBOR to borrow under the $800 million facility. The bank loan matures on April 12, 2024. Moody's rates the loan 'Ba2' and Standard & Poor's gave a 'BB' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. VALLEY RIDGE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Valley Ridge Investments, LLC, as of May 3, 2018, according to the court docket. Headquartered in Union City, Pennsylvania, Valley Ridge Investments, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-10366) on April 19, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Stephen H. Hutzelman, Esq., at Shapira Hutzelman Berlin Ely Smith Et Al serves as the Debtor's bankruptcy counsel. VERONICA CAZAREZ: $2.5M Sale of Los Angeles Property Approved ------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized Veronica Cazarez's sale of her residential real property located at 8787 Appian Way, Los Angeles, California to John and Linnea Stalberg for $2.5 million. A hearing on the Motion was held on April 25, 2018 at 10:00 a.m. Pursuant to the Caliber Stipulation, the Caliber Order and the Sale Order, as soon as practicable, Caliber will provide the Debtor's bankruptcy counsel, Levene, Neale, Bender, Yoo & Brill ("LNBYB"), with a payoff statement, with an expected sale closing date of May 4, 2018 for the Property, showing the total amount of Caliber's asserted claim, including the elements and calculation thereof. Provided that the Debtor has received a Payoff Statement from Caliber, (a) to the extent there are no disputes between the Debtor and Caliber regarding the amount owed on the Caliber Claim, the Debtor will cause the escrow agent to pay the Caliber Claim from escrow upon closing; and (b) to the extent there are any disputes between the Debtor and Caliber regarding the amount owed on the Caliber Claim, the Debtor will cause the escrow agent to pay the undisputed portion of the Caliber Claim from escrow upon closing and the disputed portion of the Caliber Claim will attach to the balance of the proceeds from the sale of the Property with the same extent, validity, and priority as Caliber's lien in existence prior to closing. The escrow agent is authorized to pay from the proceeds from the sale of the Property the agreed amount of the Caliber Claim pursuant to the Sale Order. The escrow agent is hereby further authorized to pay from the proceeds from the sale of the Property (a) the Debtor's applicable portion of escrow fees, (b) the cost of an owner'’s title insurance policy, (c) applicable county and city transfer taxes and/or fees, (b) the cost, not to exceed $750, for a one-year home warranty plan, and (d) accrued and outstanding real property taxes for the Property allocated to the Debtor, all pursuant to the Stalberg Purchase Agreement. After paying the amounts set forth in the Sale Order, the escrow agent is authorized to, and shall, transfer the balance of the proceeds from the sale of the Property, including any amounts related to any disputed portion of the Caliber Claim, into a segregated trust account maintained by LNBYB per wire instructions to be provided by LNBYB to the escrow agent. LNBYB will not distribute any amount from the Sale Proceeds Balance, other than as required to pay quarterly fees to the United States Trustee, without further order of the Court. The 14-day stay period set forth in FRBP 6004(h) is waived. Veronica Cazarez sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-16174) on May 18, 2017. The Debtor tapped Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P as counsel. On Jan. 3, 2018, the Court appointed Douglas Elliman of California, Inc. as broker. VIPER SERVICES: Bankr. Court Dismisses Suit vs Fora Financial ------------------------------------------------------------- The Court previously determined that dismissal of Viper Services, LLC's Chapter 11 bankruptcy case moots Viper Services, LLC's preference action asserted in the adversary proceeding captioned VIPER SERVICES, LLC, Plaintiff, v. FORA FINANCIAL BUSINESS LOANS, LLC, Defendant, Adversary No. 17-1010-j (Bankr. D.N.M.) against Fora Financial Business Loans, LLC absent a finding of "cause" under 11 U.S.C. section 349. Following the entry of the Court's Memorandum Opinion, FFBL filed a Motion to Dismiss Adversary Proceeding asserting that the adversary proceeding must be dismissed as moot. Viper Services, LLC opposes the Motion to Dismiss. Viper then filed its own motion, seeking to exclude the adversary proceeding from the effects of 11 U.S.C. section 349. Bankruptcy Judge Robert H. Jacobvitz concludes that Viper has not demonstrated "cause" sufficient to avoid the effect of dismissal under 11 U.S.C. section 349. Accordingly, the Court grants the Motion to Dismiss and deny Viper's section 349(b) Motion. The Court disagrees with Viper's assertion that it would be inequitable to dismiss its preferential transfer claim while "binding" Viper to the plan (that is, allowing Viper to retain the substantial benefits it obtained under the plan without enforcing its post-confirmation obligations as a result of Viper's actions that precipitated dismissal of the bankruptcy case). Viper was given ample time to file the reports late, yet it chose not to do so. In short, Viper's own actions caused the dismissal of the bankruptcy case. It is, therefore, not inequitable to apply the dismissal provisions of 11 U.S.C. section 349 notwithstanding the binding nature of the confirmed plan. Viper attempts to distinguish cases that dismissed pending preference actions upon dismissal of the underlying bankruptcy case by pointing out that none of those cases involved confirmed plans and a vesting of estate assets in the debtor. The Court has already determined that the vesting of this preference action in Viper upon confirmation does not constitute "cause" under 11 U.S.C. section 349(b). The Court is not persuaded that Viper has demonstrated "cause" sufficient to avoid the effects of 11 U.S.C. section 349(b). "The general idea behind section 349 is that the dismissal of a bankruptcy case should re-establish the rights of the parties as they existed when the petition was filed." Here, dismissing the adversary proceeding and precluding Viper from pursuing a preference action--an action that exists only because Viper commenced a bankruptcy case--accomplishes that goal. Viper has not given a good reason to except this preference action from application of the general rule. The Court, therefore, denies Viper's section 349(b) Motion and grant the Motion to Dismiss. A full-text copy of the Court's Memorandum Opinion dated April 13, 2018 is available at https://bit.ly/2JZByKD from Leagle.com. Viper Services, LLC, Plaintiff, represented by William F. Davis & Nephi D. Hardman, William F. Davis & Assoc., P.C. Fora Financial Business Loans, LLC, Defendant, represented by Vincent Aubrey, The Aubrey Law Firm, PC. About NM Viper Services Headquartered in Carlsbad, NM Viper Services, LLC filed for Chapter 11 bankruptcy protection (Bankr. D.N.M. Case No.: 15-11259) on May 14, 2015, listing its total assets at $2 million to $10 million and total liabilities at $1.9 million. The petition was signed by Aaron S. Norman, president. WEIGHT WATCHERS: Moody's Hikes CFR to Ba3 with More Subscribers --------------------------------------------------------------- Moody's Investors Service upgraded Weight Watchers International, Inc.'s Corporate Family Rating ("CFR") to Ba3 from B1, Probability of Default rating ("PDR") to Ba3-PD from B1-PD, senior secured credit facility ratings to Ba2 from Ba3, and senior unsecured notes rating to B2 from B3. Moody's also affirmed the company's speculative grade liquidity rating ("SGL") of SGL-1. The rating outlook was revised to stable from positive. RATINGS RATIONALE "Weight Watchers has a history of boom and bust, but new programs and a shift in emphasis to wellness have led to record subscriber levels and provide it substantial momentum toward achieving its goal of $2 billion in revenues in 2020," said Edmond DeForest, Moody's Senior Credit Officer. DeForest continued: "The announced sale by Weight Watchers' controlling shareholder of some of its shares through an underwritten secondary offering would be a positive credit development. After the share sale, Weight Watchers would no longer be under the control of a financial sponsor. Moody's considers financial sponsor-controlled issuers at higher risk of pursuing debt-funded shareholder return strategies, like those pursued by the selling shareholder in the past, than issuers with a widely held public shareholder base." The upgrade to a Ba3 CFR reflects Moody's expectation for low double digit growth rates in digital and meeting subscribers and revenue, debt to EBITDA around 4.5 times, EBITA to interest expense of roughly 3 times and over $200 million of free cash flow in 2018. The leverage decline from about 5 times as of March 31, 2018 will come from EBITDA expansion and required debt repayment. Moody's expectation for deleveraging is supported by the company's stated financial policy to target leverage of 3.5 times (as the company defines it), which is around 4 times as Moody's measures debt to EBITDA. Profitability as measured by EBITA margin should remain around 25%, which compares favorably to many other issuers in the Ba3 rating category. Moody's believes the accelerating subscriber and revenue growth across products and geographies during 2017 and the first quarter of 2018 at least partially results from an increase in the addressable market as Weight Watchers has shifted its emphasis toward wellness, while still effectively meeting the needs of its core weight management customer base. Revenue growth to the company's stated $2 billion target will likely require continuing subscriber growth, although at a more moderate rate than experienced in the LTM period ended March 31, 2018. Weight Watchers has a recent history of subscriber volatility. The weight management services industry is competitive and Moody's anticipates consumer preferences will continue to evolve. The high degree of operating leverage in the business makes profitability very sensitive to subscriber volatility. High operating leverage means profits could expand faster than revenues grow, but pressure to invest in R&D and marketing to maintain premium priced, competitive and differentiated products and services may slow the expansion. Moody's remains concerned that competition for weight loss service customers, especially for so-called "trial" members who are most likely to follow the newest trends or promotions, could make operating and financial improvements difficult to sustain. All financial metrics cited reflect Moody's standard adjustments. In addition, Moody's expenses Weight Watchers capitalized software costs. The Ba2 senior secured credit facility ratings reflect the Ba3-PD PDR and a Loss Given Default ("LGD") assessment of LGD3, reflecting their priority position in the debt capital structure ahead of the unsecured claims. The facility is secured by a first lien on (1) 100% of the capital stock of all direct and indirect domestic subsidiaries; (2) 65% of the capital stock of direct material foreign subsidiaries; and (3) all material property and assets of Weight Watchers and each direct and indirect U.S. subsidiary. The facility is guaranteed by all direct and indirect domestic subsidiaries of the company. The B2 senior unsecured rating reflects the probability of default of the company, as reflected in the Ba3-PD PDR, and the expected loss given default of the debt instrument, as reflected in the LGD5 assessment. The rating reflects the subordination of the senior unsecured notes to the secured claims. The SGL-1 rating reflects Weight Watchers' very good liquidity profile. Weight Watchers had cash balances of roughly $118 million at March 31, 2018. Moody's expects at least $200 million of free cash flow in 2018. The company will have about $77 million of required annual term loan amortization in 2018 and 2019. The fully available $150 million senior secured revolver is subject to a financial covenant requiring first lien leverage (as defined in the facility agreement) of no more than 5 times, but only if at least $50 million is outstanding on the quarter end test date. Moody's does not expect the covenant to be measured, but expects ample cushion were it to be measured. The stable ratings outlook reflects Moody's anticipation that ongoing subscriber, revenue and free cash flow growth and debt reduction will lead to lower financial leverage. The ratings could be upgraded if Moody's expects: 1) sustained revenue growth; 2) debt to EBITDA will remain below 3.5 times; and 3) a commitment to balanced financial policies. A ratings downgrade is possible if Moody's expects: 1) slowing growth in subscribers or revenues; 2) debt to EBITDA sustained above 4.5 times; 3) free cash flow to debt below 10%; 4) diminished liquidity; or 5) sizable debt-financed acquisitions or shareholder returns. Issuer: Weight Watchers International, Inc. Ratings upgraded: Corporate Family Rating, to Ba3 from B1 Probability of Default Rating, to Ba3-PD from B1-PD Senior Secured Bank Credit Facility, to Ba2 (LGD3) from Ba3 (LGD3) Senior Unsecured Notes, to B2 (LGD6) from B3 (LGD5) Ratings affirmed: Speculative Grade Liquidity Rating, at SGL-1 Outlook: Outlook, revised to stable from positive The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Weight Watchers is a provider of weight management services. Moody's expects about $1.5 billion of revenue in 2018. WEINSTEIN COMPANY: Committee Taps Berkeley as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Berkeley Research Group, LLC as its financial advisor. The firm will assist the committee in its analysis of the financial affairs of the company and its affiliates; review any proposed bankruptcy plan for the Debtors; participate in any potential sale of the Debtors' assets; monitor the Debtors' claims management process; and provide other financial advisory services related to the Debtors' Chapter 11 cases. The hourly rates range from $675 to $995 for the firm's managing directors, $505 to $740 for directors, $260 to $510 for professional staff, and $135 to $195 for support staff. Jay Borow, managing director of Berkeley, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Berkeley can be reached through: Jay Borow Berkeley Research Group, LLC 810 Seventh Avenue, Suite 4100 New York, NY 10019 Phone: 212.782.1411 / 646.205.9320 Fax: 646.454.1174 Email: jborow@thinkbrg.com About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 28, 2018. WEINSTEIN COMPANY: Committee Taps Pachulski Stang as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of The Weinstein Company Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Pachulski Stang Ziehl & Jones, LLP as its legal counsel. The firm will assist the committee in consultations regarding the administration of the Chapter 11 cases of the company and its affiliates; advise the committee in any potential sale of the Debtors' assets; investigate the Debtors' operations; represent the committee in the negotiation and formulation of a bankruptcy plan; and provide other legal services related to the cases. The firm will charge these hourly rates: Partners $650 - $1,295 Counsel $595 - $1,025 Associates $495 - $595 Paralegals $350 - $375 Bradford Sandler, Esq., a partner at Pachulski, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sandler disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Pachulski professional has varied his rate based on the geographic location of the cases. Mr. Sandler also disclosed that his firm has not represented the committee in the 12-month period prior to the petition date. Pachulski anticipates filing a budget at the time it files its interim fee applications subject to approval by the committee, according to Mr. Sandler. The firm can be reached through: Bradford J. Sandler, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Phone: 302.778.6424 / 302.652.4100 Fax: 302.652.4400 E-mail: bsandler@pszjlaw.com E-mail: info@pszjlaw.com About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc. as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 28, 2018. WINDSTREAM CORP: Bank Debt Trades at 10% Off -------------------------------------------- Participations in a syndicated loan under which Windstream Corporation is a borrower traded in the secondary market at 89.49 cents-on-the dollar during the week ended Friday, April 27, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.68 percentage points from the previous week. Windstream Corporation pays 325 basis points above LIBOR to borrow under the $580 million facility. The bank loan matures on February 17, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'BB-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, April 27. WOODBRIDGE GROUP: $165K Sale of Carbondale Property to DSTN Okayed ------------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Contract to Buy and Sell Real Estate, dated as of March 3, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with DSTN Ventures, LLC, in connection with the sale of Steele Hill Investments, LLC's real property located at 171 Sopris Mesa Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $165,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fees to the Brokers in an amount up to 6% of the gross sale proceeds. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $2.65M Sale of Los Angeles Property Approved -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the California Residential Purchase Agreement and Joint Escrow Instructions, dated as of Jan. 26, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with Pejman Ben-Cohen, in connection with the sale of Pemberley Investments, LLC's real property located at 2362 Apollo Drive, Los Angeles, California, together with the Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $2.65 million. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to hold, but will not pay, the Broker Fee payable to Kyle Giese and Adam Rosenfeld pending further order of the Court. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. Any title insurer, escrow agent, or other intermediary participating in a closing of the Sale of the Property is authorized to disburse all funds at the closing of the Sale pursuant to the applicable settlement statement or escrow instructions provided by the parties to such Sale. The Debtors will be authorized and empowered to take any necessary actions to implement and effectuate the terms of the Order. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $200K Sale of Carbondale Property Approved ------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Contract to Buy and Sell Real Estate, dated as of March 5, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with Ryan McGovern and Mary Nickerson, in connection with the sale of Sachs Bridge Investments, LLC's real property located at 883 Perry Ridge Road, Carbondale, Colorado, together with the Seller's right, title and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $200,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Sotheby's in an amount up to 3% of the gross sale proceeds. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $285K Sale of Carbondale Property Approved ------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Contract to Buy and Sell Real Estate, dated as of March 13, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with Robert James Limacher and Crispen Smith Limacher, in connection with the sale of Sachs Bridge Investments, LLC's real property located at 432 Crystal Canyon Drive, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the Real Property as of the date of the closing of the sale, for $285,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Sotheby's in an amount up to 3% of the gross sale proceeds. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $799K Sale of Carbondale Property Approved ------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Contract to Buy and Sell Real Estate, dated as of March 8, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with Melissa McPherron, in connection with the sale of Massabesic Investments, LLC's real property located at 238 Sundance Trail, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $799,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to pay the Broker Fees to the Brokers in an amount up to 6% of the gross sale proceeds. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WOODBRIDGE GROUP: $800K Sale of Carbondale Property to Clough OK'd ------------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Contract to Buy and Sell Real Estate, dated as of March 16, 2018, of Woodbridge Group of Companies, LLC and its affiliated debtors with Jeffery Clough, in connection with the sale of Pepperwood Investments, LLC's real property located at 158A Seeburg Circle, Carbondale, Colorado, together with Seller's right, title, and interest in and to the buildings located thereon and any other improvements and fixtures located thereon, and any and all of the Seller's right, title, and interest in and to the tangible personal property and equipment remaining on the real property as of the date of the closing of the sale, for $800,000. The sale is free and clear of all liens, claims, interests, and encumbrances. All proceeds of the Sale (net of the Broker Fee and Other Closing Costs) will be paid to the Debtors into the general account of Debtor Woodbridge Group of Companies, LLC, and such net proceeds will be disbursed and otherwise treated by the Debtors in accordance with the Final DIP Order. The Debtors are authorized and empowered to (i) pay the Purchaser's Broker Fee to the Purchaser's Broker in an amount up to 3% of the gross sale proceeds, and (ii) pay the Seller's Broker Fee to Sotheby's in an amount up to 3% of the gross sale proceeds. Filing of a copy of the Order in the county in which the Property is situated may be relied upon by all title insurers in order to issue title insurance policies on the Property. The terms and conditions of the Order will be immediately effective and enforceable upon its entry notwithstanding any applicability of Bankruptcy Rule 6004(h). Notice of the Motion as provided therein will be deemed good and sufficient notice of such motion and to have satisfied Bankruptcy Rule 6004(a). About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://www.woodbridgecompanies.com/-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise has completed more than $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. Woodbridge Group of Companies and certain of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. The Chapter 11 cases are being jointly administered. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as expert consultant, Moelis & Company LLC, as investment banker. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. Pachulski Stang Ziehl & Jones is counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. An official committee of unsecured creditors was appointed in the Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court approved a settlement providing for the formation of an ad hoc noteholder group and an ad hoc unitholder group. WPX ENERGY: Moody's Assigns B1 Rating on Proposed Senior Notes -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to WPX Energy, Inc.'s (WPX) proposed senior unsecured notes. The net proceeds from the new notes offering will be used to fund tender offers for its outstanding notes due 2022 and 2023. WPX's existing ratings, including its Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating, B1 ratings on the senior unsecured notes, and SGL-2 Speculative Grade Liquidity (SGL) rating are unchanged. The rating outlook is stable. "WPX's proposed notes issuance is a leverage neutral transaction that will improve its debt maturity profile," commented James Wilkins, Moody's Vice President -- Senior Analyst. Issuer: WPX Energy, Inc. Ratings assigned: Senior Unsecured Notes, Assigned B1 (LGD5) LGD Adjustment: Senior Unsecured Notes, Adjusted to (LGD5) from (LGD4) RATINGS RATIONALE The proposed notes are rated B1 (one notch below the Ba3 CFR), consistent with Moody's Loss Given Default Methodology, reflecting the subordination of the notes to the secured borrowing base revolving credit facility. The new senior unsecured notes rank pari passu with WPX's existing senior unsecured notes. WPX's Ba3 CFR reflects its improving leverage and cash flow metrics, as well as its improved asset profile. Moody's expects high development expenditures associated with the development of the company's Permian Basin assets will likely cause it to generate negative free cash flow in 2018, but the undrawn revolving credit facility has ample capacity to fund expenditures. WPX benefits from operations in the Permian and Williston basins, sizeable reserves (proved developed reserves totaling 222 mmboe at year-end 2017), good liquidity and a high percentage of liquids production. The company expects liquids will account for almost 80% of its production. WPX moved to higher liquids production through restructuring its portfolio, but there is execution risk as it develops its Permian Basin assets. The company targets hedging 50% of production for the next twelve months, which will smooth potential volatility in cash flows. The stable outlook reflects Moody's expectation that WPX will grow its production in 2018 as well as improve its capital efficiency and leverage metrics. The ratings could be upgraded if WPX grows its production by executing on its drilling programs in a capital efficient manner, while maintaining a retained cash flow to debt ratio above 40% and a leveraged full-cycle ratio above 1.5x. The ratings could be downgraded if retained cash flow to debt is not expected to be above 30% for a sustained period, or if WPX does not continue to develop its Permian and Williston assets such that production volumes decline. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. WPX Energy Inc., headquartered in Tulsa, Oklahoma, is an independent exploration and production company. WRANGLER BUYER: S&P Affirms 'B' Corp Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based Wrangler Buyer LLC. The outlook is stable. S&P said, "At the same time, we affirmed our issue-level ratings on the company's senior secured credit facility and senior unsecured notes at 'B' and 'CCC+', respectively. The '3' recovery rating on the senior secured credit facility remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. The '6' recovery rating on the senior unsecured notes remains unchanged, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "The affirmation reflects our belief that Wrangler will reduce leverage over the next 12-18 months to the mid-7x range, due to the full-year contribution of acquisitions completed during 2018 and earnings growth from anticipated improvement in pricing and volumes. In addition, although we expect that the company will continue to pursue acquisitions, we expect that financial policy decisions, specifically regarding future acquisitions and shareholder returns, will support leverage reduction. "The stable outlook on Wrangler Buyer reflects our view that the company's efforts to enhance its pricing, along with slight improvements in volume, should allow it to continue to generate strong profits. Following the proposed acquisition transaction, Wrangler's adjusted debt-to-EBITDA ratio will increase to the 8x area, including preferred stock at a holding company that we treat as debt. Under our base-case scenario, we expect Wrangler to reduce leverage to the mid-7x range by the end of 2019. "We could lower our ratings on Wrangler if we expect its debt-to-EBITDA (including the holding company preferred stock that we treat as debt) would remain above 8x for an extended period with limited prospects for improvement. We could also lower the ratings if the company pursued debt-financed acquisitions or shareholder returns that increased its leverage above 8x on a sustained basis. We could also lower our ratings if operational issues resulted in the company's liquidity becoming constrained, such that the springing covenant under its revolver is tested, and the level of EBITDA headroom under the maximum first-lien leverage ratio declined to less than 15%. "We could raise our rating by one notch if we expected its debt-to-EBITDA to approach 6.5x (including the holding company preferred stock that we treat as debt). Due to the company's very highly leveraged capital structure at present, we believe that its operating performance alone would be insufficient to realize such a scenario during the next year." YAKAPUTZ II: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Yakaputz II, Inc. 154A Hicks Street Brooklyn, NY 11201 Business Description: Yakaputz II, Inc. filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 195A Washington Park Brooklyn, NY 11205. Chapter 11 Petition Date: May 9, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 18-42707 Judge: Hon. Carla E. Craig Debtor's Counsel: Wayne M. Greenwald, Esq. WAYNE GREENWALD, P.C. 475 Park Avenue South - 26th Floor New York, NY 10016 Tel: (212) 983-1922 Fax: (212) 983 1965 E-mail: grimlawyers@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Fischman, authorized representative. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb18-42707.pdf [*] Arnall Golden Attorney Named Leader in Bankruptcy Field ----------------------------------------------------------- The newly released Chambers USA 2018, a selective guide to the leading attorneys in America, lists 17 Arnall Golden Gregory lawyers and six practices. "The recognition by Chambers demonstrates the firm's commitment to offering services and in-depth industry knowledge that help our clients successfully address their legal challenges," Arnall Golden Gregory Managing Partner Jonathan E. Eady said. The AGG attorneys that Chambers lists as "Leaders in their Field" are: -- Anisa I. Abdullahi (Up and Coming), Banking & Finance -- R. Michael Barry, Healthcare -- Brooke F. Dickerson, Environment -- Scott A. Fisher, Real Estate -- Jonathan Golden, Corporate/M&A (the firm's Chairman Emeritus) -- Cleburne "Greg" E. Gregory, Tax (leader of the Tax Practice) -- Glenn P. Hendrix, Healthcare (the firm's Chairman) -- Ashley S. Kelly, Labor & Employment (General Counsel and co-leader of the Employment Practice) -- Darryl S. Laddin, Bankruptcy/Restructuring (leader of the Bankruptcy, Creditors' Rights and Financial Restructuring Practice) -- Alan G. Minsk, Life Sciences: Regulatory/Compliance (leader of the Food and Drug Practice) -- Henry M. Perlowski, Labor & Employment (co-leader of the Employment Practice) -- Robert L. Rothman, Litigation: General Commercial -- Hedy S. Rubinger, Healthcare (leader of the Healthcare Practice) -- Teri A. Simmons, Immigration (leader of the Immigration and Global Mobility Practice) -- Philip G. Skinner, Real Estate (leader of the Office Real Estate Industry Team) -- Jay I. Solomon, Immigration -- John C. Spinrad, Environment (leader of the Environmental Practice) In addition, Chambers ranks the following practices as exceptional in their field: -- Corporate/M&A -- Healthcare -- Immigration -- Labor & Employment -- Litigation: General Commercial -- Real Estate Chambers and Partners conducts research that includes thousands of interviews with clients and peers, and determines rankings based on select criteria, such as technical legal ability, professional conduct, client service, commercial astuteness, diligence and commitment. The Chambers USA guide is used to find exceptional business lawyers around the globe. About Arnall Golden Gregory LLP Arnall Golden Gregory (AGG) -- http://www.agg.com/-- an Am Law 200 law firm with 165 attorneys in Atlanta and Washington, DC, takes a "business sensibility" approach when advising clients. AGG provides industry knowledge, attention to detail, transparency and value to help businesses and individuals achieve their definition of success. AGG's transaction, litigation, regulatory and privacy counselors serve clients in healthcare, real estate, litigation matters, business transactions, fintech, global commerce, government investigations and logistics and transportation. [^] BOOK REVIEW: Inside Investment Banking, Second Edition ---------------------------------------------------------- Author: Ernest Bloch Publisher: Beard Books Softcover: 440 Pages List Price: US$34.95 Order your personal copy at http://www.beardbooks.com/beardbooks/inside_investment_banking.html Even though Bloch states that "no last word may ever be written about the investment banking industry," he nonetheless has written a definitive book on the subject. Bloch wrote Inside Investment Banking after discovering that no textbook on the subject was available when he began teaching a course on investment banking. Bloch's book is like a textbook, though one not meant to be limited to classroom use. It's a complete, knowledgeable study of the structure and operations of the field of investment banking. With a long career in the field, including work at the Federal Reserve Bank of New York, Bloch has the background for writing the book. He sought the input of many of his friends and contacts in investment banking for material as well as for critical guidance to put together a text that would stand the test of time. While giving a nod to today's heightened interest in the innovative securities that receive the most attention in the popular media, Inside Investment Banking concentrates for the most part on the unchanging elements of the field. The book takes a subject that can appear mystifying to the average person and makes it understandable by concentrating on its central processes, institutional forms, and permanent aims. The author shows how all aspects of the complex and ever-changing field of investment banking, including its most misunderstood topic of innovative securities, leads to a "financial ecology" which benefits business organizations, individual investors in general, and the economy as a whole. "[T]he marketplace for innovative securities becomes, because of its imitators, a systematic mechanism for spreading risk and improving efficiency for market makers and investors," says Bloch. For example, Bloch takes the reader through investment banking's "market making" which continually adapts to changing economic circumstances to attract the interest of investors. In doing so, he covers the technical subject of arbitrage, the role of the venture capitalist, and the purpose of initial public offerings, among other matters. In addition to describing and explaining the abiding basics of the field, Bloch also takes up issues regarding policy (for example, full disclosure and government regulation) that have arisen from the changes in the field and its enhanced visibility with the public. In dealing with these issues, which are to a large degree social issues, and similar topics which inherently have no final resolution, Bloch deals indirectly with criticisms the field has come under in recent years. Bloch cites the familiar refrain "the more things change, the more they remain the same" and then shows how this applies to investment banking. With deregulation in the banking industry, globalization, mergers among leading investment firms, and the growing number of individuals researching and trading stocks on their own, there is the appearance of sweeping change in investment banking. However, as Inside Investment Banking shows, underlying these surface changes is the efficiency of the market. Anyone looking for an authoritative work covering in depth the fundamentals of the field while reflecting both the interest and concerns about this central field in the contemporary economy should look to Bloch's Inside Investment Banking. After time as an economist with the Federal Reserve Bank of New York, Ernest Bloch was a Professor of Finance at the Stern School of Business at New York University. ********* 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 ***