/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180523.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 23, 2018, Vol. 22, No. 142 Headlines 1ST ADVANTAGE: Seeks Authorization to Cash Collateral 21 THE SERPENTINE: Hires Joel M. Aresty PA as Attorney 4 WEST HOLDINGS: May 30 Disclosure Statement Hearing 4 WEST HOLDINGS: Ombudsman Taps Otterbourg as Legal Counsel 417 RENTALS: July 18 Plan Confirmation Hearing Set 41876 BROADWAY: Taps Barry Miller as Bankruptcy Attorney 688 10th AVENUE: Exclusive Plan Filing Period Moved to Oct. 3 8760 SERVICE: BCS Has First Priority Security Interest on Equipment ABENGOA KANSAS: Missouri Trustee Lacks Standing to Object to Claims ALBERT RAGGE: Court Tosses Bid to Vacate Dismissal of Ch. 11 Case APPVION INC: Court OKs Deal with Committee, Noteholders & Purchaser ARUBA INVESTMENTS: S&P Alters Outlook to Neg. & Affirms 'B-' CCR ATLAS INSPECTION: U.S. Trustee Unable to Appoint Committee AUGUST SAGE: Case Summary & 2 Unsecured Creditors AYANNA WALDEN: Taps Creighton Stephens as Legal Counsel BEACH COMMUNITY: U.S. Trustee Unable to Appoint Committee BENNELL STREET TRUST: Delays Plan to Settle Rent Collection Issues BOSS LITHO: Taps JDavid Law Practice as Special Counsel BRIGHT MOUNTAIN: Needs More Time to Complete Its Form 10-Q CALIFORNIA RESOURCES: Chevron Corporation Lowers Stake to 4% CARIBBEAN WINDS: Case Summary & 20 Largest Unsecured Creditors CBAK ENERGY: Delays Filing of First Quarter Form 10-Q CHANNELVIEW TRUCK: Taps Margaret McClure as Legal Counsel CHEMOURS COMPANY: Moody's Rates New EUR450M Sr. Unsec. Notes 'Ba3' CITY HOME CARE: Given Additional 30 Days to File Chapter 11 Plan COGECO COMMUNICATIONS: DBRS Confirms BB Rating on Sr. Sec. Notes CONCORDIA INTERATIONAL: Reports Q1 Net Loss of $55.7 Million CONNEAUT LAKE PARK: Bid to Enforce Discharge Injunction Granted CORP REALTY: Taps Turoci Firm as Legal Counsel COTTON PATCH: U.S. Trustee Unable to Appoint Committee CROCKETT COGENERATION: Moody's Cuts Sr. Secured Bonds to B1 CRYODORANT LLC: Taps Bowdich & Associates as Co-Counsel DAVID & SUKI: Taps Tyler Bartl as Legal Counsel DJO FINANCE: Incurs $17.2 Million Net Loss in First Quarter ECLIPSE BERRY: Exclusive Plan Filing Period Moved to Sept. 13 ELEVEN-BAR-SEVEN: Taps Bowdich & Associates as Bankruptcy Counsel ELEVEN-BAR-SEVEN: Taps Bowdich & Associates as Co-Counsel EMMANUEL HEALTH: Case Summary & 8 Unsecured Creditors ENDURO RESOURCE: May 24 Meeting Set to Form Creditors' Panel ENVIGO HOLDINGS: S&P Cuts Corp Credit Rating to CCC+, Outlook Neg. EP ENERGY: Offering $1 Billion Senior Notes Due 2026 EP ENERGY: Sacks Chief Accounting Officer as Part of Restructuring EP ENERGY: Stockholders Elected Four Directors ERI AMERICA: Taps Cohen & Krol as Legal Counsel EVO PAYMENTS: Moody's Affirms B2 CFR & Alters Outlook to Pos. FAMILY RESTORATION: Taps Rachel S. Blumenfeld PLLC as Attorney FC GLOBAL: Delays Filing of March 31 Form 10-Q FIELDPOINT PETROLEUM: Incurs $210,700 Net Loss in First Quarter FITE LLC: Bankr. Court Dismisses Chapter 11 Bankruptcy Case FKM REAL ESTATE: Taps Ernest Ianetti as Bankruptcy Attorney FLYING COW: Taps Mallon & Blatcher as Special Counsel FOOD FOR HEALTH: Taps McKay Burton & Thurman as General Counsel FRASER'S BOILER: U.S. Trustee Forms 8-Member Committee FREEDOM COMMUNICATIONS: Committee Taps Elucidor as Consultant FREEMAN GRADING: Taps Key Auctions LLC as Auctioneer GARCES RESTAURANT: Taps CohnReznick Capital as Investment Banker GARRETT PROPERTIES: June 20 Disclosure Statement Hearing GLYECO INC: Incurs $1.2 Million Net Loss in First Quarter GNC HOLDINGS: Receives Stockholder Approval for Share Issuance GRAHAM HOLDING: Moody's Assigns Ba1 Rating to Notes Due 2026 GRAHAM HOLDINGS: S&P Rates $400MM Senior Unsecured Notes 'BB+' GREEN HORIZON: Case Summary & 9 Largest Unsecured Creditors GROM SOCIAL: Posts $1.09 Million Net Loss in Second Quarter H & M CONCRETE: June 20 Plan Confirmation Hearing HANS FUTTERMAN: Appointment of Chapter 11 Trustee Warranted HARBORSIDE ASSOCIATES: May Use Cash Collateral Until May 31 HN3 LLC: Hires Joel M. Aresty PA as Attorney HOUSE OF FLOORS: Wants Access to Bank United Cash Collateral IFM COLONIAL: Fitch Affirms Long-Term IDR at BB+, Outlook Stable INGERSOLL FINANCIAL: Taps BMC Group Inc as Noticing Agent JADE INVESTMENTS: Wilmington Bid to Dismiss Chapter 11 Case Junked JDHG LLC: Case Summary & 6 Unsecured Creditors LE CENTRE ON FOURTH: Delays Plan to Continue Settlement Discussions LONGFIN CORP: Delays Filing of Quarterly Report on Form 10-Q M & M CAPITAL: Taps Timothy Zearfoss as Legal Counsel MAC CHURCHILL: Case Summary & 20 Largest Unsecured Creditors MAMMOET-STARNETH: Exclusive Filing Period Extended to Nov. 27 MATTEL INC: S&P Affirms 'BB-' Rating on $1.5BB Notes Due 2025 MCCLATCHY CO: Shareholders Elected 12 Directors MD CUSTOMS: Taps Milton Jones as Bankruptcy Attorney MEDEX PATIENT: Taps Tune Entrekin & White as Bankruptcy Counsel MESOBLAST LIMITED: Issues 892,857 Ordinary Shares MICRON TECHNOLOGY: Moody's Hikes CFR to Ba1 & Sr. Bonds to Ba2 MOTORS LIQUIDATION: Moore Plaintiffs Bound by Sale Order, Ct. Rules MOUNTAIN CRANE: Wants to Preserve Plan Exclusivity Until July 11 NEENAH INC: S&P Affirms 'BB' Corp. Credit Rating, Outlook Positive NEOVASC INC: Urges Shareholders to Vote FOR Reverse Stock Split NEOVASC INC: Will Hold Its Annual Meeting on June 4 NORTHERN OIL: Bahram Akradi Has 5.72% Stake as of May 15 NORTHERN OIL: Changes State of Incorporation to Delaware NORTHERN OIL: Completes Exchange Transaction With Noteholders NOVABAY PHARMACEUTICALS: OP Financial Acquires 9.9% Stake NOVAN INC: Posts $5.2 Million Net Loss in First Quarter OAK HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR OXFORD ASSOCIATES: Taps Turek Roth as Special Counsel PAINTSVILLE INVESTORS: Taps Deming Malone Livesay as Accountant PANTAGIS DINER: Taps Rosenthal Appraisal Company as Appraiser PEN INC: Moves to OTCMKTS System After OTCQB Non-Compliance PIERSON LAKES: Taps Watkins & Watkins as Tax Certiorari Counsel PIKE COUNTY, KY: S&P Lowers GO Debt Rating to 'BB', on Watch Neg. PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on Revenue Bonds QUEST PATENT: Incurs $453,900 Net Loss in First Quarter RED TAPE: Seeks Aug. 20 Exclusive Plan Filing Period Extension RELATIVITY MEDIA: U.S. Trustee Forms 5-Member Committee RENNOVA HEALTH: Delays First Quarter Form 10-Q Filing RIDGEMOUR MEYER: Must Pay Law Firm $259K Plus 2.22% Interest RMH FRANCHISE: May 24 Meeting Set to Form Creditors' Panel ROCKPORT COMPANY: Meeting Today Set to Form Creditors' Panel ROSEGARDEN HEALTH: Taps Braunstein as Chief Restructuring Officer RU CAB: Taps Alla Kachan as Legal Counsel RU CAB: Taps Wisdom Professional as Accountant SCHLETTER INC: Hire Moore & Van Allen PLLC as Bankruptcy Counsel SCHROEDER BROTHERS: Court Approves Disclosure Statement SCHULTE PROPERTIES: Hires Johnson & Gubler P.C. as Counsel SEBRING MANAGEMENT: Plan Admin Taps Cimo Mazer as Special Counsel STEAM DISTRIBUTION: U.S. Trustee Forms 5-Member Committee SUNNY OCEAN: Voluntary Chapter 11 Case Summary SUNSHINE DAIRY: Affiliate Taps Motschenbacher as Legal Counsel SUNSHINE DAIRY: U.S. Trustee Forms 5-Member Committee T.P.I.S. INDUSTRIAL: Taps Margaret McClure as Legal Counsel T.P.I.S. INDUSTRIAL: U.S. Trustee Unable to Appoint Committee TERVITA CORP: Moody's Rates New US$250M Notes 'B2' UNUM GROUP: S&P Assigns 'BB+' Rating on New Jr. Sub. Notes Due 2058 VIDANGEL INC: Pending Declaratory Relief Action Delays Plan XENETIC BIOSCIENCES: Incurs $1.82 Million Net Loss in First Quarter XTRALIGHT MANUFACTURING: Taps Hoover Slovacek as Legal Counsel YAKAPUTZ II: Taps Wayne Greenwald as Legal Counsel YSK CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ********* 1ST ADVANTAGE: Seeks Authorization to Cash Collateral ----------------------------------------------------- 1st Advantage Home Care, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize its use of cash collateral as set forth in the monthly budget so that it continue to operate its business pending further proceedings in this Chapter 11 case. The Debtor's business generates weekly and monthly cash flow primarily from governmental health care services such as the Veterans Affairs. The Budget provides total operating expenses of approximately $51,032 with cash reserves of $7,715. The Debtor believes that the following unsecured creditors: EIN CAP, Inc; Lendini; Libertus Funding; Premier Capital Funding, Inc., may have an interest in the cash collateral. The Debtor notes, however, that none of these creditors have filed claims in this case and none have objected to the original motion for use of cash collateral even though all have been served with the notice of filing and the motion for use of cash collateral. Nonetheless, the Debtor agrees not to and will not pay any prepetition debt with the cash collateral permitted to be used except upon orders of the Court. The Debtor proposes to account monthly for the collection and expenditure of the cash collateral via the required monthly operating report required pursuant to the regulations of the office of the United States Trustee and other applicable law. Any money not used from the cash collateral will accumulate in a debtor-in-possession operational account and be distributed as directed by a confirmed plan of reorganization by non-appealable order or otherwise as the Court may direct. The Debtor also conditions its use of the cash collateral to terminate upon (i) the conversion of the Chapter 11 case to a Chapter 7; or (ii) the confirmation of a plan of reorganization by an order that becomes final and non-appealable unless use of the rents is contemplated; or (iii) subsequent order of the Court. A full-text copy of the Amended Motion is available at http://bankrupt.com/misc/areb18-10698-42.pdf About 1st Advantage Home Care 1st Advantage Home Care, Inc., is a corporation operating an in-home service in and around Pocahontas for those individuals unable to care for themselves. The Debtor's employees provide nonmedical aid to their clients including grocery shopping and other everyday tasks. 1st Advantage Home Care, Inc., filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 18-10698) on Feb. 8, 2018. In the petition signed by Jennifer Crismon, president, the Debtor estimated at least $50,000 in assets and $100,000 to $500,000 in liabilities. Joel Grant Hargis, Esq., at Nolan Caddell Reynolds, serves as counsel to the Debtor. 21 THE SERPENTINE: Hires Joel M. Aresty PA as Attorney ------------------------------------------------------ 21 The Serpentine Roslyn NY LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Joel M. Aresty of the law firm of Joel M. Aresty, P.A., as attorneys. The professional services Joel Aresty will render are: (a) give advice to the debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; (b) advise the debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the debtor in all matters pending before the court; (e) represent the debtor in negotiation with its creditors in the preparation of a plan. Joel M. Aresty of the law firm of Joel M. Aresty, P.A., attests that neither he nor the firm represent any interest adverse to the debtor, or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The firm can be reached through: JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verde, FL 33715 Phone: 305-904-1903 Fax: 800-899-1870 E-mail: Aresty@Mac.com About 21 The Serpentine Roslyn NY LLC Based in Miami, Florida, realtor 21 The Serpentine Roslyn NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14407) on April 16, 2018, listing under $1 million in both assets and liabilities. The case is assigned to Judge Robert A Mark. The Debtor is represented by Joel M. Aresty, Esq. at Joel M. Aresty, P.A. 4 WEST HOLDINGS: May 30 Disclosure Statement Hearing ---------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing to consider the adequacy of the Disclosure Statement explaining 4 West Holdings, Inc., et al.'s Chapter 11 plan on May 30, 2018, at 2:00 p.m. (prevailing Central Time). Any objections to the Disclosure Statement must be actually received not later than 4:00 p.m. (prevailing Central Time) on May 22, 2018. On May 4, 2018, the First Amendment to Plan Funding Commitment and Stock Purchase Agreement is entered into by and among (i) 4 West Investors, LLC, a Delaware limited liability company, 4 West Holdings, Inc., a Delaware corporation, and its affiliated entities, and (ii) SC-GA 2018 Partners, LLC, a Delaware limited liability company ("Buyer"). The First Amendment states that, "(i) the Closing shall not have occurred by 5:00 p.m. central time on August 15, 2018 (the "Outside Closing Date"); provided, however, that, Buyer, at its sole option, may extend the Outside Closing Date to 5:00 p.m. central time November 30, 2018 (the "Extended Closing Date") by Buyer's payment of the Extension Deposit to the Seller; provided, further, if the Closing shall not have occurred on or before the Outside Closing Date due to a material breach of any representations, warranties, covenants or agreements contained in this Agreement by Buyer or Seller, then the breaching party may not terminate this Agreement pursuant to this Section 7.01(b)(i)." About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage on skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc., and 134 of its affiliates and subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee on March 19, 2018, appointed an official committee of unsecured creditors. The Committee tapped Norton Rose Fulbright US LLP as its legal counsel, and CohnReznick LLP as its financial advisor. 4 WEST HOLDINGS: Ombudsman Taps Otterbourg as Legal Counsel ----------------------------------------------------------- Melanie Cyganowski, the patient care ombudsman appointed in 4 West Holdings, Inc.'s Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Otterbourg P.C. as her legal counsel. The firm will represent the ombudsman in any proceeding or hearing before the bankruptcy court or in other courts where the rights of the patients may be litigated as a result of the Chapter 11 cases of 4 West Holdings and its affiliates; advise the ombudsman concerning the requirements of the Bankruptcy Code; give advice concerning any potential health law-related issues; and provide other legal services related to the Debtors' cases. The firm will charge these hourly rates: Partner/Counsel $600 - $1,175 Associate $295 - $750 Paraprofessional $285 The primary Otterbourg attorney on this matter will be Robert Yan, Esq., with occasional assistance and oversight when necessary by Jennifer Feeney, Esq., and Keith Costa, Esq. Mr. Yan's hourly rate is $545. Ms. Feeney and Mr. Costa charge $765 per hour and $945 per hour, respectively. Mr. Costa, a partner at Otterbourg, 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. Costa disclosed that the rate structure provided by Otterbourg is not significantly different from the rates that the firm charges for other non-bankruptcy representations or the rates of other comparably skilled professionals. For its employment with the ombudsman, Otterbourg has agreed to provide a 10% accommodation on the aggregate fees billed, and that all non-working travel time will be billed at 50%, according to Mr. Costa. Mr. Costa also disclosed that no Otterbourg professional has varied his rate based on the geographic location of the Debtors' cases, and that the firm has not represented any party in the Debtors' cases prior to the petition date. The ombudsman has already approved the firm's budget and staffing plan for the period from the petition date through the first six months of the ombudsman's employment, according to Mr. Costa. The firm can be reached through: Keith N. Costa, Esq. Otterbourg P.C. 230 Park Avenue New York, NY 10169 Telephone: 212-661-9100 Facsimile: 212-682-6104 Email: kcosta@otterbourg.com About 4 West Holdings 4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are licensed operators of 41 skilled nursing facilities and manage on skilled nursing facility located in seven states: Georgia, Indiana, Mississippi, North Carolina, South Carolina, Tennessee and Virginia. In addition, one of related entity, Palladium Hospice and Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice and palliative care services at certain of the Facilities and other third party locations. They employ approximately 5,000 people, including but not limited to, nurses, nursing assistants, social workers, regional directors and supervisors. 4 West Holdings, Inc., and 134 of its affiliates and subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the Northern District of Texas in Dallas seeking relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring plan that contemplates the transfer of 22 facilities to new operations. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession. 4 West Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the filing. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel; Houlihan Lokey as investment banker; Crowe Horwath LLP as financial advisor; Ankura Consulting Group, LLC, as interim management services provider; and Rust Consulting/Omni Bankruptcy as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 19, 2018. The Committee tapped Norton Rose Fulbright US LLP as its legal counsel, and CohnReznick LLP as its financial advisor. On March 29, 2018, the U.S. Trustee appointed Melanie L. Cyganowski as the patient care ombudsman. 417 RENTALS: July 18 Plan Confirmation Hearing Set -------------------------------------------------- Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri has conditionally approved the disclosure statement explaining 417 Rentals, LLC's amended plan of reorganization and fixed July 18, 2018, for the hearing on final approval of the disclosure statement, (if a written objection has been timely filed), and for the hearing on confirmation of the plan and related matters. July 10 is the date for status hearing to discuss any confirmation issues that should arise. July 6 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting to counsel for the plan proponent ballots accepting or rejecting the plan. Prior to the Disclosure Statement hearing, the Debtor amended the outline explaining its Plan to address the objections raised by Simmons Bank, Legacy Bank, and BancorpSouth. Under the Amended Disclosure Statement, the Debtor will make interest-only payments to Simmons Bank in the sum of $10,320 beginning on the 30th day following the date of confirmation of the Plan and on the same day of each month thereafter through the payment date in December 2018. Beginning 30 days after the payment date in December 2018, and on the same day of the 34 consecutive months thereafter, the Debtor will make a monthly payment to Simmons Bank in a sum based on the aggregate amount of the unpaid balance of the Claims amortized on a 20-year term at 6% interest. The Claims will mature and be due and payable in full in December 2021 on the monthly payment date, at which time Simmons Bank will have no obligation to extend, renew or modify the payment terms. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mowb17-60935-458.pdf About 417 Rentals Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. Joseph Christopher Greene, Esq., is the Debtor's litigation counsel. 41876 BROADWAY: Taps Barry Miller as Bankruptcy Attorney -------------------------------------------------------- 41876 Broadway LLC received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Barry Miller, Esq., as its legal counsel. The attorney will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Mr. Miller will charge an hourly fee of $350 for his services. He received a retainer in the sum of $4,000 prior to the Petition Date. In a court filing, Mr. Miller disclosed that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Mr. Miller can be reached through: Barry S. Miller, Esq. 1211 Liberty Avenue Hillside, NJ 07205 Phone: 973-216-7030 E-mail: bmiller@barrysmilleresq.com About 41876 Broadway 41876 Broadway LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-16116) on March 29, 2018. In the petition signed by Christopher Persadie, managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge John K. Sherwood presides over the case. 688 10th AVENUE: Exclusive Plan Filing Period Moved to Oct. 3 ------------------------------------------------------------- The Hon. Elizabeth S. Stong of the United States Bankruptcy Court for the Eastern District of New York, at the behest of 688 10th Avenue Restaurant Corp., has extended the exclusive period within which only the Debtor may file a chapter 11 plan until October 3, 2018. As reported by the Troubled Company Reporter on April 20, 2018 asked the Court for an extension of the Exclusivity Period due to the status of the Debtor's efforts to sell its business as a going concern. In order to reorganize, the Debtor needed an additional period of time to finalize a sale, close that transaction and file a plan of reorganization. The Debtor recounted that its bankruptcy filing was precipitated by payroll tax obligations owed to the Internal Revenue Service, obligations to secured and general creditors, and an Americans with Disabilities Act lawsuit pending in the United States District Court for the Southern District of New York, Case No. 17-cv-5009. Through the bankruptcy, the Debtor intended to sell its business and make a distribution to creditors from the proceeds of sale. At a hearing on April 3, 2018, the Court granted the Debtor's motion for entry of an order extending time to assume or reject its lease with its landlord through July 5, 2018. On April 5, 2018, the Court entered an order authorizing the Debtor to employ Great American Brokerage, Inc. as its business broker for the purpose of marketing the Debtor's business for sale as a going concern and Great American has begun its marketing efforts. About 688 10th Avenue Restaurant 688 10th Avenue Restaurant Corp. operates a Cuban style restaurant located at 688 10th Avenue, New York. 688 10th Avenue Restaurant sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-46576) on Dec. 7, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Elizabeth S. Stong presides over the case. Morrison Tenenbaum PLLC is the Debtor's bankruptcy counsel; and Great American Brokerage Inc. is its real estate broker. 8760 SERVICE: BCS Has First Priority Security Interest on Equipment ------------------------------------------------------------------- Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western District of Missouri issued a memorandum opinion addressing the dispute as to the validity priority and extent of the liens on 8760 Service Group, LLC's equipment and inventory. The principal dispute is whether Bancorpsouth Bank or Hudson Insurance Company holds the first-priority lien position on certain of 8760's equipment and inventory. The Court finds that BCS holds a first priority security interest in the non-office equipment and inventory of 8760 and a first priority security interest in the blast booth installed on the real property at 5105 Pelham Drive. Debtors and Hudson contend that the collateral description in BCS's financing statement referenced a specific address location which restricted the collateral to that location. While BCS filed prior to Hudson, Debtors and Hudson contend that BCS is unperfected and thus unsecured due to the limitations contained in the financing statement. BCS contends that the collateral description contained in the financing statement was sufficient to perfect its interest in all assets regardless of location because the collateral description was an unambiguous, blanket description with no location restriction and, that if there was any ambiguity in the collateral description it was sufficient to serve as a notice filing and trigger a duty to investigate further into the covered collateral. BCS also cites the Court to several cases that deal specifically with an address restrictor in a financing statement collateral description. Debtors and Hudson argue that BCS's financing statement is ineffective to put a subsequent creditor on notice to inquire further because it is plain and unambiguous as to the limited scope of the covered collateral. They assert that the financing statement did not indicate "all assets or property" so BCS was required to describe the covered property. They also argue that the financing statement was seriously misleading because it failed to reasonably identify collateral covered other than that located at 1803 W. Main Street. Debtors and Hudson rely on In re Freeman, 33 B.R. 234 (Bankr. C.D. Cal. 1983) for the proposition that a financing statement that places an address restrictor on the covered collateral does not cover any other collateral because it fails to "reasonably identify" the collateral at another address. The Court finds that the cases cited by BCS are more applicable to this case than those cited by Debtors and Hudson. The collateral description in BCS's financing statement could "reasonably be interpreted in one of two ways- one of which may cover the collateral at issue and one of which does not," thus alerting Hudson that its collateral may already be perfected and putting the burden on Hudson to further inquire. The "and" in the collateral description between "[a]ll Accounts Receivable, Inventory, equipment" and "all business assets, located at 1803 W. Main Street, Sedalia, MO 65301" could at least have given Hudson an indication that all assets were covered by a prior lien and cause it to inquire into the collateral description contained in the security agreement. Further, the additional collateral description on page 2 of the financing statement should also have caused Hudson to reasonably question whether the collateral was already covered by a financing statement and to have inquired further. Thus, BCS's collateral description in the financing statement was not seriously misleading and was sufficient to put Hudson on notice that it should inquire into the extent of BCS's lien. Because BCS indisputably filed prior to Hudson, it holds a first priority security interest in 8760's non-office equipment and inventory. Also at issue is the validity, priority and extent of the lien on the Blast Booth installed on the real property at 5105 Pelham Drive. The initial question is whether the Blast Booth was owned by 8760 or Pelham. BCS argues in its briefs that Pelham owns the Blast Booth because the booth was purchased and installed with funds drawn on Pelham's line of credit and Debtors concede that Pelham owned the booth. It also contends that the Blast Booth is a fixture under Missouri law and BCS has a senior and first priority lien pursuant to the deed of trust it holds from Pelham. As Debtors' principal testified at trial, the Blast Booth was bolted into the concrete floor of the 5105 Pelham Drive building and the building was specifically designed to incorporate the Blast Booth by installing special trenches for augers in the concrete floor. He testified that if the Blast Booth was removed the trenches would have to be covered or filled with concrete and the bolts would have to be cut off flush with the floor and driven down into the concrete floor to repair the area where the Blast Booth was located. Further, he testified that when Debtors installed the Blast Booth in the building he did not intend for the Blast Booth to ever be removed. It is clear to the Court that the Blast Booth qualifies as a fixture under Missouri law. Thus, title to the Blast Booth is held by the owner of the real estate, which is Pelham as owner of the 5105 Pelham Drive real estate. Based on all of the evidence, the Court finds that Pelham is the owner of the Blast Booth and BCS holds a first-priority security interest by virtue of its deed of trust. A full-text copy of the Court's Memorandum Opinion dated May 8, 2018 is available at: http://bankrupt.com/misc/mowb17-20454-11-214.pdf About 8760 Service Group Founded in 2010, 8760 Service Group, LLC -- https://www.8760sg.com/ -- provides maintenance, outage, and emergency repair services for the power, manufacturing and bio-fuel industries. 8760 Service Group, d/b/a 8760 Energy Services LLC, and its affiliate, Pelham Property LLC, filed Chapter 11 petitions (Bankr. W.D. Mo. Lead Case No. 17-20454) on May 1, 2017. The petitions were signed by Stacey "Buck" Barnes, president. At the time of filing, Pelham Property estimated less than $50,000 in assets and $1 million to $10 million in liabilities while 8760 Service Group estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The cases are assigned to Judge Dennis R. Dow. The Debtors are represented by Victor F. Weber, Esq. at Merrick, Baker & Strauss, P.C. ABENGOA KANSAS: Missouri Trustee Lacks Standing to Object to Claims ------------------------------------------------------------------- When the confirmed plan in the Abengoa Bioenergy Biomass of Kansas, LLC's case became effective, the estate's assets and rights conveyed to a liquidating trustee, Mark D. Kozel ("Kansas Trustee"), who succeeded to all of the rights and duties of the debtor in possession. Among those duties are the review and resolution of claims. Before the Court could enter a confirmation order, the Missouri Liquidating Trustee (MLT) objected to several motions for compromise filed pre-confirmation by the debtor and several proofs of claim. On April 10, 2018, the Kansas Trustee moved to strike the MLT's claims objections, asserting that he alone has the authority to pursue claims objections, settlement, or litigation moving forward. After reviewing the parties' motions and responses, hearing arguments, and considering the circumstances present in the case, Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas grants the motion to strike. The Court previously concluded in this case that the MLT has no direct or indirect pecuniary interest in the funds held by the Kansas Trustee because the MLT is entitled to "no distribution" under the Plan, and the Plan does not address what happens in the unlikely event of a surplus. Thus, the MLT is not a party in interest and lacks standing to object to other creditor claims. MLT has appealed that order, but here it is the law of the case. That doctrine is based on sound public policy that litigation should come to an end and is designed to quickly resolve disputes by preventing continued re-argument of issues already decided. Nothing has changed since the Court issued its earlier ruling to confer standing on MLT. The Court adheres to its April 10 ruling that MLT lacks standing to object to claims or compromises of claims. The MLT's argument that preventing it from objecting to other creditor claims violates Fed. R. Bankr. P. 2002(c)(3) is a red herring. That rule imposes certain notice requirements where the plan provides for an injunction "against conduct not otherwise enjoined under the Code." Rule 2002(c)(3) does not apply here. What the Kansas Trustee seeks is not a "plan injunction." The Kansas Trustee merely seeks to enforce his rights and duties over claims administration as set forth in the Plan and Trust. MLT's objections to claims are, thus, stricken without prejudice to the Kansas Trustee's raising any or all of them after review if a purpose would be served by that. A full-text copy of the Court's Order dated May 7, 2018 is available at: http://bankrupt.com/misc/ksb16-10446-1479.pdf About Abengoa Bioenergy Biomass of Kansas Three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23, 2016, an involuntary petition to place the Company in bankruptcy under Chapter 7 of the Bankruptcy Code. The case was converted to a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding Abengoa Kansas and its known creditors do not warrant transferring the case. Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US) as counsel. Petitioning creditor Brahma Group, Inc. is represented by Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Horn Aylward & Bandy LLC. The official committee of unsecured creditors is represented in the Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb & Oman. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of liquidation. On July 19, 2017, Drivetrain LLC filed a disclosure statement explaining its proposed plan of liquidation for the Debtor. Drivetrain is the liquidating trustee appointed pursuant to the plans of liquidation approved in the Chapter 11 cases of the Debtor's affiliates in St. Louis, Missouri. ALBERT RAGGE: Court Tosses Bid to Vacate Dismissal of Ch. 11 Case ----------------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts denied debtor Albert Ragge, Jr.'s expedited motion to vacate the Court's dismissal of his chapter 11 case. The case was dismissed on May 1, 2018, on the unopposed motion to dismiss filed by the U.S. trustee on March 28, 2018. The motion set forth a number of grounds for dismissal, including the failure of Mr. Ragge to file the financial report of his company, Magic Mountain Water Coolers, Inc. The court set April 23, 2018 as the deadline for responses to the motion. Mr. Ragge sought and was granted an extension of time until April 30, 2018, to respond to the motion. No response was filed by the extended deadline and on May 1, 2018, the motion was granted. Mr. Ragge' sole basis to vacate the order dismissing his case is that his counsel, David G. Baker, "prepared an objection and believed that it had been filed timely. Based on the orders entered, however, it appears that the filing was not completed, for reasons unknown." The Court holds that whether it applies an excusable neglect standard under FRBP 9024 or a good cause standard under FRBP 7055, Mr. Ragge's motion fails to offer satisfactory grounds for vacating the Court' prior order. Mr. Ragge's excuse for not filing his response by the deadline he himself had requested is that the response was not filed on time "for reasons unknown." As the Supreme Court has instructed, even if a party's failure to act was the result of neglect, that failure must be excusable. Mr. Ragge's motion is also denied because of futility. Along with his motion, Mr. Ragge filed a proposed response to the U.S. trustee’s motion to dismiss in which he admits that he has still not filed the financial report for his company, Magic Mountain Water Coolers, Inc. but states that it "will be prepared and filed as soon as possible." The rule requires that the report be filed no later than seven days before the date first set for the meeting of creditors pursuant to Bankruptcy Code section 341 and at least every six months thereafter. In this case, the deadline for filing the first report was Feb. 14, 2018. Mr. Ragge has never sought an extension of time to file the report. A full-text copy of Judge Hoffman's Order dated May 2, 2018 is available at: http://bankrupt.com/misc/mab18-10208-110.pdf Albert Ragge, Jr. filed for chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 18-10208) on Jan. 22, 2018, and is represented by David G. Baker, Esq. APPVION INC: Court OKs Deal with Committee, Noteholders & Purchaser ------------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Appvion Inc.'s motion to approve a settlement agreement among the Debtors, the official committee of unsecured creditors, the ad hoc group of second lien noteholders, purchaser and Franklin Advisers. BankruptcyData related that as previously reported, pursuant to the terms of Settlement Agreement: "The Debtors shall file a joint combined plan of liquidation and disclosure statement consistent with the terms and conditions of the Settlement Agreement and otherwise acceptable to the Parties (the 'Acceptable Plan'). The purpose of the Liquidating Trusts shall be to make distributions of (i) proceeds of the litigation claims, if any, on a pari passu basis, net of Liquidating Trust expenses and repayments of the forgivable loan, to (x) beneficial holders of the 9.000% Second Lien Senior Secured Notes due 2020 (the 'Second Lien Noteholders') and (y) the holders of allowed general unsecured claims against the Debtors. On the Sale Closing Date, the Purchaser shall (i) pay into an escrow account to be held by the Debtors' counsel an amount of $600,000 in cash for distribution to holders of general unsecured claims against the Debtors, other than the Second Lien Noteholders in their capacity as Second Lien Noteholders . . . pay into an escrow account to be held by the Debtors' counsel an amount of $350,000, which amount shall be in the form of a forgivable loan from the Purchaser to be repaid to the Purchaser from the proceeds received on account of the claims transferred to the Liquidating Trusts, net of any expenses related to administration of the Liquidating Trust, prior to distribution of any such proceeds to the Liquidating Trust beneficiaries. The Purchaser agrees that it will not have more than $175 million of committed drawn debt as of the Sale Closing Date, in a manner consistent with the terms agreed to between the Purchaser and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied Industrial and Service Workers International Union." About Appvion Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Klehr Harrison Harvey Branzburg LLP, as Delaware co-counsel. On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee examiner. He tapped Bayard, P.A., as legal counsel. ARUBA INVESTMENTS: S&P Alters Outlook to Neg. & Affirms 'B-' CCR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Aruba Investments Inc. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's secured debt, with a '2' recovery rating. The '2' recovery rating indicates our expectation of substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a payment default. We also affirmed our 'CCC+' issue-level rating on the company's unsecured debt, with a '5' recovery rating. The '5' recovery rating indicates our expectation of modest (10% to 30%; rounded estimate: 20%) recovery in the event of a payment default. "We revised our rating outlook on Aruba to negative from stable based on our assessment of its very high debt leverage, and the absence of any margin for operating underperformance relative to our 2018 expectations before we would consider debt leverage unstainable. Given Aruba's unexpected and significant inventory write-downs in late 2017, the risk of underperformance relative to our expectations has been heightened because of weakened market and business conditions as well as the potential that it will experience additional operational difficulties that could require more write-downs. We also considered the company's continual high debt leverage relative to our expectations, and its inconsistent track record of improving debt leverage. "The negative outlook reflects the risk that Aruba might not improve its operating performance over the next 12 months, or it could experience further deterioration in debt leverage from year-end 2017 levels. The outlook also reflects the company's weak operating performance in 2017, and the potential for operational difficulties that could reduce EBITDA, similar to 2017 when the company took inventory write-downs. The negative outlook also reflects our view that Aruba has little room to underperform our 2018 expectations, which could result in debt leverage we would consider unsustainable with debt/EBITDA close to 10x. In addition, the company's credit facility expires in early 2020, which could strain liquidity if not addressed before it becomes current. "We could lower ratings over the next 12 months if we believe debt/EBITDA would remain at levels close to 10x, or increase to 10x or above, which we consider unsustainable. Debt/EBITDA could approach these levels if EBITDA margins dropped modestly from the past 12 months ended March 2018. Debt leverage could exceed 10x should Aruba experience a 600 basis point drop in EBITDA margins from our base case assumptions. This might occur if the company experiences additional operational issues or cost overruns in their current improvement plans. We could also lower ratings if cash flow turns negative, assuming these could lead to liquidity issues. Additionally, we could lower ratings if the company is unable to refinance its revolving credit facility before it becomes current in February 2019 or if liquidity sources over uses drop below 1.2x. "We could revise the outlook to stable over the next 12 months if Aruba is able to improve debt/EBITDA approaching 7x. Debt/EBITDA could approach these levels if EBITDA margins improve by more than 3% from 2017 adjusted EBITDA margins. In our 2018 base case, the company is already at improved debt/EBITDA. These improvements could result from the company obtaining better control of its cost structure including selling, general, and administrative costs. Also, Aruba would need to be able to increase prices to offset any raw material cost inflation in a timely manner. We would also consider the company's 2020 maturity on its revolving credit facility and assess its plans to extend this maturity before revising the outlook to stable." ATLAS INSPECTION: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Atlas Inspection Technologies Inc as of May 17, 2018. 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. AUGUST SAGE: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: August Sage Holdings LLC PMB 363 1357 Ashord Ave San Juan, PR 00907 Business Description: August Sage Holdings LLC owns three properties in San Juan, Puerto Rico consisting of: (a) 423.72 square meters with a two-story residence (Wind Chimes Hotel); (b) 393.57 square meters with a two-story residence (Wind Chimes Inn Hotel; and (c) 546.07 square meters with a two-story residence (known as Cervantes 12). The Company valued the Properties at $2.1 million in the aggregate. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-02808 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com ccuprill@cuprill.com Total Assets: $2.10 million Total Liabilities: $1.94 million The petition was signed by John B. Dennis Brull, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-02808.pdf AYANNA WALDEN: Taps Creighton Stephens as Legal Counsel ------------------------------------------------------- Ayanna Walden M.D., Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Creighton Stephens as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; negotiate with creditors; advise the Debtor regarding the rights of its bankruptcy estate; review potential assets; and provide other legal services related to its Chapter 11 case. Creighton Stephens, Esq., will charge an hourly fee of $350 for his services. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Creighton A. Stephens, Esq. Creighton Stephens 3401 Grande Vista Drive #3 Newbury Park, CA 91320-9998 Phone: 805-504-2816 Fax: 805-830-1112 Email: creightonstephens@gmail.com About Ayanna Walden M.D. Ayanna Walden M.D., Inc., is a single-owner California professional corporation. It was incorporated on March 5, 2013, as the business vehicle to conduct the solo medical practice of Ayanna Walden, M.D., a physician. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11236) on Feb. 5, 2018. In the petition signed by Ayanna Walden, principal, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Sheri Bluebond presides over the case. BEACH COMMUNITY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Beach Community Bancshares, Inc., as of May 17, 2018. About Beach Community Bancshares Beach Community Bancshares, Inc., operates as the bank holding company for Beach Community Bank that provides a range of banking services to individuals, businesses, and non-profit organizations in Florida. Beach Community Bancshares, Inc., filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-30334) on April 9, 2018. In the petition signed by Anthony A. Hughes, president and CEO, the Debtor estimated $500,000 to $1 million in total assets and $10 million to $50 million in total liabilities. Charles F. Beall, Jr., Esq., at Moore, Hill & Westmoreland, P.A., is the Debtor's counsel. Peter J. Haley, Esq., at Nelson Mullins Riley & Scarborough LLP, is the Debtor's co-counsel. BENNELL STREET TRUST: Delays Plan to Settle Rent Collection Issues ------------------------------------------------------------------ Bennell Street Trust Land Trust, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Middle District of Georgia to extend the Debtors' exclusive period to file a plan to Sept. 11, 2018, and the attendant solicitation period Nov. 13, 2018. Absent the requested extension, the Debtors' exclusive period to file a plan would expire on May 14, 2018, and the period to solicit votes for such plan would expire on July 11, 2018. The Debtors have, among other things, spent a substantial portion of the last 120 days preparing and filing schedules. Additionally, the Debtors have spent considerable time, effort, and expense attempting to stabilize their cash flows, and return rent collections to pre-petition levels. Although Debtors have made progress in reorganizing their affairs, this extension will allow Debtors to now focus on completing and filing a plan. In fact, this extension is essential to permit Debtors to propose a plan of reorganization with meaningful repayment terms to their creditors. The Debtors relates that they filed their petitions in the midst of pre-petition rent sequestration efforts and an imminent foreclosure by their major secured creditor, Carswell Cherokee Trust and its affiliates. The Debtors admit that they disagree with Carswell on that point, and Carswell insists that its pre-petition collection efforts were justified under its loan documents. But the Debtors assert that there doesn't appear to be any doubt that even a perfectly lawful sequestration of rents can disrupt the flow and reliability of rents, even if just temporarily Moreover, the Debtors relate that on a post-petition basis, Carswell has continued to collect rents which were otherwise property of the Debtors. This post-petition collection action served as the basis for Debtors' Motion for Contempt, which the Debtors filed against Carswell and its affiliates on or about March 15, 2018. The Debtors anticipate a resolution of the Contempt Motion prior to the expiration of the extended Exclusive Periods. Recently, the Debtors and Carswell agreed to extend the discovery period applicable in the Contempt Motion so as to give Debtors and Carswell a thorough opportunity to conduct complete and robust discovery, and to offer an opportunity for the parties to pursue settlement discussions. The Debtors and Carswell have recently engaged in preliminary discussions about options for resolving the Contempt Motion and these Bankruptcy Cases consensually. However, resolution of the issues raised in the Contempt Motion must be resolved, through settlement or adjudication in order for a plan to go forward. The Debtors claim that although these cases are not large or complex, however, because the Debtors' business operations depend almost exclusively on rental collections from tenants, the negative impact of these cases on Debtors' rent collections warrant an extension of time to allow Debtors the opportunity to turn-over their current tenant populations, which will ensure more stabilized cash flows. It will also allow Debtors the opportunity to explore the possibility of liquidating assets as a means to pay creditors. Moreover, the Debtor assert that the outcome of the Contempt Motion would have a significant impact on Debtors' plan of reorganization, and must be resolved prior to Debtors' confirmation of a plan of reorganization. Accordingly, an additional 120 days to identify, explore, propose, and pursue an optimum mix of possible liquidation and repayment, and to resolve the Contempt Motion, is warranted under these circumstances. About Bennell Street Trust Land Trust Bennell Street Trust Land Trust, based in Winter Park, FL, filed a Chapter 11 petition (Bankr. M.D. Ga. Lead Case No. 18-50065) on Jan. 12, 2018. In the petitions signed byCaleb Walsh, trustee, the debtors Bennell Street Trust, Newberg Ave Community, Seminole Reserve, LLC, and Coffee County Community estimated $100,000 to $500,000 in both assets and liabilities; Ware County Community, and Grand Port Foundation, estimated $1 million to $10 million in both assets and liabilities. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as bankruptcy counsel. BOSS LITHO: Taps JDavid Law Practice as Special Counsel ------------------------------------------------------- Boss Litho, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to retain JDavid Law Practice as its special counsel. The firm will continue to represent the Debtor in a case entitled Boss Litho, Inc. v. Coshima U.S.A. Import, Inc. dba Creative Ideas, Annie Lin, et al. (Case No. 18-01138). Jill David, Esq., a principal of JDavid and the attorney who is handling the case, charges an hourly fee of $250. JDavid does not hold any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Jill David, Esq. JDavid Law Practice 1500 Rosecrans Avenue, Suite 500 Manhattan Beach, CA 90266 Office: (310) 706-4130 Mobile: (917) 420-0848 Fax: (310) 706-4007 Email: jdavid@jdavidlaw.com About Boss Litho Inc. Boss Litho, Inc. -- http://bosslitho.com/-- is a printing and packing company located in the City of Industry, California. Boss Litho sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11454) on Feb. 9, 2018. In the petition signed by Jean Paul Nataf, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Sandra R. Klein presides over the case. Kogan Law Firm, APC, is the Debtor's counsel. BRIGHT MOUNTAIN: Needs More Time to Complete Its Form 10-Q ---------------------------------------------------------- Bright Mountain Media, Inc. notified the Securities and Exchange Commission via a Form 12b-25 that it will delayed in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2018. The Company said it needs additional time to complete the financial statements to be included in the Form 10-Q. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, -- http://www.brightmountainmedia.com/-- owns and manages 24 websites which are customized to provide its niche users, including active, reserve and retired military, law enforcement, first responders and other public safety employees with products, information and news that the Company believes may be of interest to them. Bright Mountain also owns an ad network, Daily Engage Media, which was acquired in September 2017. The Company has placed a particular emphasis on providing quality content on its websites to drive traffic increases. The Company's websites feature timely, proprietary and aggregated content covering current events and a variety of additional subjects targeted to the specific demographics of the individual website. Bright Mountain reported a net loss attributable to common shareholders of $3.01 million on $3.68 million of total revenue for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $2.94 million on $1.93 million of total revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Bright Mountain had $3.71 million in total assets, $3.37 million in total liabilities and $343,000 in total shareholders' equity. The report from the Company's independent accounting firm Liggett & Webb, P.A., in Boynton Beach, Florida, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company sustained a net loss of $2,994,096 and used cash in operating activities of $1,732,618 for the year ended Dec. 31, 2017. The Company had an accumulated deficit of $11,818,902 at Dec. 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern. CALIFORNIA RESOURCES: Chevron Corporation Lowers Stake to 4% ------------------------------------------------------------ In a Schedule 13G/A filed with the Securities and Exchange Commission, Chevron Corporation reported that as of May 16, 2018, it beneficially owns 1,950,000 shares of common stock of California Resources Corporation constituting 4.04 percent of the shares outstanding. The amount represents 1,950,000 shares of common stock held by Chevron U.S.A. Inc., an indirect wholly-owned subsidiary of Chevron Corporation. Chevron Corporation does not own any shares of common stock in California Resources. The percentage was based upon 48,223,741 shares of Common Stock outstanding as of April 30, 2018, as reported in the Issuer's Registration Statement on Form S-3 (Registration No. 333-224868) filed on May 11, 2018. A full-text copy of the regulatory filing is available for free at: https://is.gd/jiKeWY About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company in California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017, compared to net income attributable to common stock of $279 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, California Resources had $6.20 billion in total assets, $732 million in total liabilities, all current, $5.30 billion in long-term debt, $287 million in deferred gain and issuance costs, $602 million in other long-term liabilities, and a total deficit of $720 million. As of March 31, 2018, California Resources had $6.69 billion in total assets, $806 million in total current liabilities, $4.94 billion in long-term debt, $275 million in deferred gain and issuance costs, $607 million in other long-term liabilities, $724 million in redeemable noncontrolling interest and a total deficit of $654 million. * * * In November 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016." In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CARIBBEAN WINDS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Caribbean Winds Inc. PMB 363 1357 Ashford Ave San Juan, PR 00907 Business Description: Caribbean Winds Inc. owns in fee simple the Acacia Seaside Inn Hotel located at No. 8 Taft Street, Santurce Ward, San Juan, Puerto Rico having an appraised valued of $1.4 million. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-02809 Judge: Hon. Brian K. Tester Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com ccuprill@cuprill.com Total Assets: $7.06 million Total Liabilities: $20.22 million The petition was signed by John B. Dennis Brull, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-02809.pdf CBAK ENERGY: Delays Filing of First Quarter Form 10-Q ----------------------------------------------------- CBAK Energy Technology, Inc. notified the Securities and Exchange Commission via a Form 12b-25 that it will be delayed in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2018. The Company has not finalized its financial statements for the quarter ended March 31, 2018, and as a result, the Company is unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense. CBAK Energy anticipates that it will file the Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of US$21.46 million for the year ended Dec. 31 2017 compared to a net loss of US$12.65 million for the year ended Sept. 30, 2016. The Company reported a net loss of US$2.19 million for the three months ended Dec. 31, 2016. As of Dec. 31, 2017, CBAK Energy had US$153.13 million in total assets, US$150.93 million in total liabilities and US$2.19 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2017. All these factors raise substantial doubt about its ability to continue as a going concern. CHANNELVIEW TRUCK: Taps Margaret McClure as Legal Counsel --------------------------------------------------------- Channelview Truck Stop USA, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Margaret M. McClure 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 charges an hourly fee of $400 for the services of its attorney and $150 for paralegal services. It received a retainer in the sum of $30,000 from Alex Addy, the Debtor's managing member. Margaret McClure, Esq., disclosed in a court filing that she does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Margaret Maxwell McClure, Esq. Law Office of Margaret M. McClure 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.com About Channelview Truck Stop USA ChannelView Truck Stop USA LLC is a privately-held company in Channelview, Texas, which provides refuelling, rest (parking), and other services to motorists and truck drivers. It is a small business debtor as defined in 11 U.S.C. Section 101(51D), posting gross revenue of $765,109 in 2017 and gross revenue of $1 million in 2016. Channelview Truck Stop USA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-31775) on April 5, 2018. In the petition signed by Alex J. Addy, managing member, the Debtor disclosed $130,170 in assets and $1.30 million in liabilities. Judge Eduardo V. Rodriguez presides over the case. CHEMOURS COMPANY: Moody's Rates New EUR450M Sr. Unsec. Notes 'Ba3' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to EUR450 million in new senior unsecured Euro notes due 2026 by The Chemours Company. Proceeds of the issuance are expected to be used to refinance up to $250 million of Chemours' outstanding 6.625% senior notes due 2023 and any and all of Chemours' outstanding 6.125% senior notes due 2023. The outlook on the ratings is stable. Assignments: Issuer: Chemours Company, (The) Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) LGD Adjustments: Issuer: Chemours Company, (The) Senior Unsecured Regular Bonds/Debentures, Adjusted to LGD4 from LGD5 RATINGS RATIONALE The recent upgrade to Ba2 CFR reflects Chemours improved credit profile made possible by substantial growth in EBITDA since early 2016 -- the result of the robust cyclical recovery in titanium dioxide pigments, aggressive cost cutting and restructuring across the portfolio, and from the market penetration and growth of the hydrofluoroolefins (HFOs) family of refrigerant products sold into the auto OEM markets in Europe and the U.S. The Ba2 CFR rating reflects Chemours' position as the leading global producer in TiO2 pigments, where scale, technology and ore flexibility allow for industry-leading margins, currently and over the cycle. The rating also reflects leading market positions across much of the fluoroproducts branded franchise, which continues to have a favorable growth outlook from Opteon -- a leader and one of only two major producers in the new HFO generation of auto refrigerant products. Moody's expects the favorable fundamentals and outlook in TiO2 to continue, at least into 2019, owing to limited new global capacity announced to date against a backdrop of positive, albeit modest, demand growth, allowing industry operating rates to nudge higher and supporting producer pricing power. In addition, the bifurcated or segmented market benefits producers like Chemours that target higher quality end use chloride markets serving paints, coatings, and plastics. Moody's also expects the favorable trend in the fluoroproducts segment to continue as HFO products continue to penetrate US OEM auto markets and from growth in the stationary refrigerant markets. Negative factors in the rating include the historical cyclical nature of the TiO2 industry, notwithstanding the current cyclical strength and the company's announced value stabilization initiatives, as well as limited diversification, as TiO2 and Fluoroproducts account for nearly all of the company's EBITDA. Chemours also faces exposure to ongoing environmental costs and numerous environmental sites. As recently reported (New Lawsuits Heighten Risk to Chemours and DuPont, February 27, 2018), Moody's believes there is a heightened level of litigation risk to both Chemours and E.I. du Pont de Nemours and Company (A3, Negative) stemming from litigation filed earlier this year in North Carolina and Ohio, as well as other recent events associated with perfluorochemicals (or PFCs), a family of chemicals used for decades to process fluoroproducts. Management's 2018 adjusted EBITDA guidance is at the top end of $1.70-1.85 billion, which Moody's believes is achievable and is supported by realization of recent and proposed price increases, albeit the pace of increases is expected to moderate. Further ramp up of Opteon YF refrigerant products and completion of the company's transformational plan and cost cutting will also drive EBITDA growth. Free cash flow (as calculated by Moody's) is expected to be over $450 million this year, despite the higher capex budget, a large portion of which will be spent to complete a new HFO facility in Corpus Christi, TX, expected to be the largest of its kind; and to complete the sodium cyanide mining expansion project in Mexico, which will double its production in this gold mining product. The project has been temporarily halted due to permitting challenges, but the company expects to resume construction once these challenges are resolved. Moody's estimates PF gross LTM leverage for the December quarter (adjusted for pensions and operating leases and including debt incurred to fund the PFOA settlement) at around 3.1x. Chemours' SGL-1 rating indicates very good liquidity and reflects its ability to meet 100% of its internal needs from cash and free cash flow; the revolver capacity of $800 million is not expected to be drawn at year end, except for modest letter of credit usage. The revolver has a five year maturity with a springing maturity inside the existing 2023 bonds. Working capital typically consumes cash in the first half of the year, but is a significant source of cash in the second half. The cash balance of roughly $1.4 billion at March 31, 2018 is expected to be roughly unchanged pro forma for the current financing; gross debt is also roughly unchanged. The revolver's covenants include a maximum secured net debt/EBITDA ratio of 2.50x, declining to 2.00x by January 1, 2019 and thereafter. Moody's expects the company to be in compliance with covenants over the next 12 months. The TLB does not have maintenance covenants. The stable outlook anticipates gross adjusted leverage declines and remains below 3.6x and the outlook for TiO2 prices and the ongoing ramp up of Opteon remain favorable, supporting further EBITDA growth. The stable outlook also assumes that the recent master complaints alleging water contamination in Ohio and North Carolina do not result in substantial costs, settlements or adverse trial outcomes and that cash balances remain strong until the litigation risk has better clarity. Moody's would be unlikely to consider an upgrade until PFC (which includes PFOA and Genx) litigation risk has better clarity, or until there are clearer settlement parameters with one or more of the complainants, despite the likelihood that metrics might rise above what is typically expected for a Ba2 credit profile. The ratings will be constrained until there is better clarity with respect to recently filed litigation in the North Carolina and Ohio courts, and similar litigation doesn't emerge in other states. A downgrade would be considered if debt/EBITDA exceeds the high 3s or low 4s, or if RCF/debt falls to single digits, on a sustainable basis. Moody's might also consider a downgrade if cash balances and liquidity deteriorate, or if PFC litigation begins to result in significant costs or adverse trial outcomes or if additional litigation were to emerge in a number of other states or jurisdictions. The principal methodology used in these ratings was Chemical Industry published in January 2018. Chemours Company (The), headquartered in Wilmington, Delaware, is a leading global provider of performance chemicals through three reporting segments: Titanium Technologies, Fluoroproducts and Chemical Solutions. Revenues for the last twelve months ended March 31, 2018, were roughly $6.5 Billion. CITY HOME CARE: Given Additional 30 Days to File Chapter 11 Plan ---------------------------------------------------------------- The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi, at the behest of City Home Care, LLC, has extended the exclusivity period within which to file its Disclosure Statement and proposed Plan for 30 days from May 14, 2018. The Debtor's Plan and Disclosure Statement were due on May 7, 2018. Rather than file an incomplete Plan and Disclosure Statement and have to amend it, the Debtor has asked the Court for an Order extending the exclusivity period for 30 days from the date of an Order granting the Motion within which to file its Disclosure Statement and proposed Plan. About City Home Care LLC City Home Care, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-14302) on Nov. 10, 2017. In the petition signed Cherryl Jones, its managing member, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Jason D. Woodard presides over the case. COGECO COMMUNICATIONS: DBRS Confirms BB Rating on Sr. Sec. Notes ---------------------------------------------------------------- DBRS Limited confirmed Cogeco Communications Inc.'s (Cogeco or the Company) Issuer Rating at BB (high), its Senior Secured Notes & Debentures rating at BBB (low) with a recovery rating of RR1 and its Senior Unsecured Notes rating at BB with a recovery rating of RR5. All trends are Stable. The confirmations are supported by Cogeco's continued efforts to strengthen and diversify the Company's long-term earnings profile and its commitment to improved credit metrics through deleveraging efforts. The ratings continue to reflect the Company's established footprint in existing markets and the growth potential of the U.S. broadband segment (Atlantic Broadband), including the impact of the USD 1.4 billion MetroCast acquisition, while reflecting intensifying competition, risks associated with technological and regulatory changes, the lack of wireless offerings and ongoing repositioning of the data services business. Cogeco's earnings profile through F2017 and through H1 F2018 remained stable, as revenue and earnings increased primarily as a result of low-single-digit growth in the Canadian broadband business and mid-single-digit growth at Atlantic Broadband, which offset weakness in the Business ICT Services segment. Cogeco continued to deleverage through F2017 and up until the January 2018 MetroCast acquisition, as per expectations, which strengthened the Company's financial profile within the rating category during this period. The largely debt-financed MetroCast acquisition increased leverage in the Q2 F2018 period ending February 28. While this level of leverage is above the range normally appropriate for the current rating, Cogeco's credible deleveraging plan toward 3.0 times (x) over the next 18 months is sufficient to maintain the current rating. DBRS expects Cogeco's earnings profile to strengthen moderately in the near to medium term, as the benefits to the business risk profile afforded by Atlantic Broadband and the MetroCast acquisition more than offset continued challenges in the Canadian broadband and enterprise segments. DBRS forecasts consolidated revenue of $2.50 billion to $2.55 billion in F2018 and mid- to high-single-digit growth in F2019 as both periods benefit from the MetroCast acquisition. F2018 EBITDA margins are expected to remain in the high 44% range, owing primarily to an increased contribution from the lower-margin U.S. broadband segment and escalating program and content costs, partly offset by operational efficiency initiatives. As such, EBITDA is expected to rise to $1.1 billion to $1.2 billion in F2018 and grow in the mid-single-digit range in F2019. Cogeco's financial profile is expected to remain supportive of the current rating as the Company executes its deleveraging plan post the MetroCast acquisition. Cogeco has completed four material acquisitions over the last ten years and has a history of effective leverage reduction after each of these transactions. DBRS believes that Cogeco has the ability and willingness to deleverage its balance sheet toward 3.0x over the next year and a half based on earnings growth and the application of free cash flow toward debt reduction. Should the Company's gross debt-to-EBITDA not trend toward 3.0x over this period, a negative rating action could occur. Notes: All figures are in Canadian dollars unless otherwise noted. CONCORDIA INTERATIONAL: Reports Q1 Net Loss of $55.7 Million ------------------------------------------------------------ Concordia International Corp. reported a net loss of US$55.69 million on US$152.26 million of revenue for the three months ended March 31, 2018, compared to a net loss of US$78.82 million on US$160.55 million of revenue for the three months ended March 31, 2017. Significant components comprising the net loss for the first quarter of 2018 are interest and accretion expenses of $80.1 million and amortization of intangible assets of $65.6 million offset by gross profit of $101.1 million. "Concordia's first quarter results were consistent with management's expectations," said Graeme Duncan, interim chief executive officer of Concordia. "The Company has also recently made significant progress towards the realignment of its capital structure. Looking forward, we are optimistic Concordia can complete its proposed recapitalization transaction by July 31, 2018 and emerge as a stronger business." As of March 31, 2018, Concordia had US$2.32 billion in total assets, US$4.30 billion in total liabilities and a total shareholders' deficit of US$1.97 billion. Operating expenses for the first quarter of 2018 increased by $15.3 million, or 16%, compared to the corresponding period in 2017. Operating expenses were higher for the first quarter of 2018 primarily due to $10.3 million higher restructuring costs arising from the Company's initiative to realign its capital structure and $8.9 million higher amortization charges on intangible assets, partially offset by $1.7 million lower share-based compensation expense and $1.6 million lower general and administrative costs. General and administrative expenses of $12.2 million for the first quarter of 2018 decreased by 11%, compared to the corresponding period in 2017. This decrease is a result of the Company's objective to reduce operating costs across the business. Selling and marketing costs of $9.8 million for the first quarter of 2018 increased by $0.05 million compared to the corresponding period in 2017 primarily as a result of unfavorable foreign exchange rate movements impacting translation. Research and development costs for the first quarter of 2018 of $7.1 million decreased by $0.9 million, or 11%, compared to the corresponding period in 2017. This decrease is primarily due to a refund for regulatory fees. The current income tax expense recorded for the first quarter of 2018 decreased by $1.3 million compared to the corresponding period in 2017. Income taxes were lower primarily due to lower taxable income compared to the corresponding period in 2017, partially offset by the impact of foreign exchange translation of the income tax expense from the Concordia International segment. Adjusted EBITDA of $72.0 million for the first quarter of 2018 decreased by $12.2 million, or 15%, compared to the corresponding period in 2017. The decline is primarily due to lower sales and gross margins from both segments, partially offset by higher foreign exchange rates impacting translated results during the first quarter of 2018. As of March 31, 2018, the Company had cash and cash equivalents of $344 million and 51,283,574 common shares issued and outstanding. Concordia generated cash flows from operating activities of $50.6 million in the first quarter of 2018, compared to $86.2 million in the first quarter of 2017. On May 2, 2018, Concordia announced the execution of a support agreement with debtholders holding in aggregate more than 72 per cent of its affected secured debt and more than 64 per cent of its affected unsecured debt in connection with a proposed recapitalization transaction that would raise $586.5 million and reduce the Company's outstanding debt by approximately $2.4 billion and reduce its annual interest costs by approximately $172 million. In connection with the proposed recapitalization transaction, on May 2, 2018, the Ontario Superior Court of Justice issued an interim order authorizing the holding of meetings of affected debtholders and shareholders to vote on Concordia's CBCA plan of arrangement pursuant to which the proposed recapitalization transaction is to be implemented. Completion of the proposed recapitalization transaction will be subject to, among other things, approval of the CBCA plan of arrangement by the requisite majorities of the secured debtholders and the unsecured debtholders at the meetings to be held on June 19, 2018, such other approvals as may be required by the Court or the TSX, other applicable regulatory approvals, approval of the CBCA plan of arrangement by the Court and the satisfaction or waiver of applicable conditions precedent. First Quarter 2018 Segment Results Concordia International segment's revenue for the first quarter of 2018 was $113.0 million compared to $113.7 million in the fourth quarter of the 2017. Revenue for the first quarter of 2018 decreased by $5.8 million or 5%, compared to the corresponding period in 2017. This decrease is attributable to volume and price declines on key products, including Liothyronine Sodium, Trazodone, and Prednisolone. These revenue decreases were partially offset by an increase in revenue from Nitrofurantoin. The sterling strengthening against the U.S. dollar resulted in $14.7 million of additional translated revenue in the first quarter of 2018 compared to the corresponding period in 2017. Concordia North America segment's first quarter 2018 revenue of $39.3 million was moderately higher than fourth quarter 2017 revenue of $36.5 million. Revenue for the first quarter of 2018 decreased by $2.5 million or 6%, compared to the corresponding period in 2017. The decrease was primarily attributable to competitive pressures on products, including Donnatal and Kapvay. These decreases were partially offset by an increase in revenue from Plaquenil authorized generic. Pipeline Update In the first quarter of 2018, Concordia launched one new product into markets that have a current IMS estimated market value in excess of $20 million. Concordia also has 28 products that have already been approved or are awaiting approval by the regulators. These products, if launched, are expected to compete in markets that have a current IMS estimated market value in excess of $250 million. In addition, the Company currently has 17 products under development that are anticipated to launch in the next three to five years. These products, if launched, are expected to compete in markets that have a current IMS estimated market value in excess of $1.4 billion. The Company believes that these products include several first-to-market or early-to-market opportunities for difficult-to-make products. Additionally, Concordia has 14 products identified for potential development that if launched, are expected to compete in markets that have a current IMS estimated market value in excess of $350 million. Therefore, in total, Concordia's current pipeline is now comprised of approximately 60 products that could compete in markets that have a current IMS estimated market value in excess of $2 billion. With its recently announced leadership transition, the Company will continue to evaluate the composition of its pipeline of medicines. Leadership Transition Concordia announced on May 2, 2018, that Graeme Duncan has been appointed interim chief executive officer of the Company. Mr. Duncan succeeded Concordia's previous CEO, Allan Oberman, who left the Company to pursue other opportunities. The Company also announced on May 2, 2018, that its Chief Corporate Development Officer, Sarwar Islam, left the Company to pursue other opportunities. Guy Clark, previously chief strategy officer at AMCo Pharmaceuticals from 2013 to 2015, joined Concordia, effective May 3, 2018, as the Company's chief corporate development officer. A full-text copy of the Form 6-K is available for free at: https://is.gd/WvPv2f On May 16, 2018, Concordia filed on the System for Electronic Document Analysis and Retrieval a copy of an amendment dated May 12, 2018, to the Subscription Agreement by and among Concordia International Corp., certain of its subsidiaries, including Concordia Healthcare (Canada) Limited, and the Private Placement Parties, dated May 1, 2018, a copy of which is available for free at https://is.gd/3Rz4KG About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As at Dec. 31, 2017, Concordia had US$2.32 billion in total assets, US$4.23 billion in total liabilities and a total shareholders' deficit of US$1.91 billion. * * * In October 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." Also in October 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONNEAUT LAKE PARK: Bid to Enforce Discharge Injunction Granted --------------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania granted the Trustees of Conneaut Lake Park, Inc.'s motion to enforce the discharge injunction and impose sanctions against Park Restoration, LLC for civil contempt of the Court's plan confirmation order. The primary issue raised by the motion to enforce is whether a cause of action filed by Park Restoration against TCLP in the Court of Common Pleas of Crawford County, Pennsylvania on Jan. 17, 2018 (the "Post-Confirmation Lawsuit") constitutes a "claim" in bankruptcy, and is subject to the discharge injunction and the Amended Plan of Reorganization dated July 28, 2016. It is this Amended Plan which was confirmed by the Court's confirmation order dated Sept. 6, 2016. The Post Confirmation Lawsuit is essentially a lawsuit by which Park Restoration asserts causes of action sounding in unjust enrichment and indemnity. The gist of the action is that Park Restoration paid for an insurance policy on a piece of real estate known as the "Beach Club." The Beach Club was managed by Park Restoration and owned by TCLP. When Park Restoration entered into the management agreement for the Beach Club, TCLP was severely delinquent in its local tax obligations. Not only were these obligations secured by the underlying realty, the law of the Commonwealth of Pennsylvania provided that should the property burn down, fire insurance proceeds were first payable to delinquent tax obligations on the realty and then any remaining proceeds were to be paid to the insured or the loss payee under the applicable policy. With the Confirmation Order having been entered on July 28, 2016, it is clear that Park Restoration's civil claims, as set forth in the Post Confirmation Lawsuit, arose well before plan confirmation. Support for this conclusion is that all of the pertinent facts supporting Park Restoration's well-pleaded complaint occurred prior to the date of the Confirmation Order. In fact, the majority of these events occurred prior to the commencement of TCLP's case. These events are: 1. Park Restoration purchased fire insurance, and this event occurred prior to the petition date; 2. TCLP had unpaid tax obligations, and this event occurred prior to the petition date; 3. TCLP failed to purchase any fire insurance, and its failure occurred prior to the petition date; 4. TCLP's Beach Club burned down, and this event occurred prior to the petition date; 5. As a result of the fire, the taxing bodies (and TCLP) asserted claims to the insurance proceeds, and this event occurred prior to the petition date; 6. Erie Insurance was prepared to tender the insurance proceeds to the taxing bodies, but Park Restoration commenced the Declaratory Judgment Action in advance of the remittance of the proceeds, and this action occurred prior to the petition date; 7. After the commencement of the Declaratory Judgment Action, Erie Insurance interpleaded the insurance proceeds, and this event occurred prior to the petition date; and 8. This Court found that approximately $478,000 of the insurance proceeds should be remitted to the taxing bodies, and this event occurred prior to the entry of the Confirmation Order. The Court recognizes that Park Restoration complains that the funds at issue were not actually released to the taxing bodies until after the date of the Confirmation Order. The Court, however, finds this point to be a red herring. The fact remains that the proceeds at issue were interpleaded with the Court long before the entry of the Confirmation Order and the reason why they were interpleaded was that the proceeds were always subject to the claims of the taxing bodies. Indeed, but for the litigation and/or appeals pursued by Park Restoration, those funds would have been released to the taxing bodies prior to the Confirmation Order. The red herring component of Park Restoration's argument is further evident by the fact that "claims" in bankruptcy include "contingent" debts and liabilities that are "unmatured." Finally, Park Restoration attempts to circumvent the Confirmation Order by asserting non-clam status by citing to the fact that TCLP did not schedule Park Restoration in the debtor’s schedules of creditors. This objection, however, does not carry the day. The record reflects that Park Restoration was identified as a party-in-interest in TCLP's statement of financial affairs, and TCLP served Park Restoration with a very specific notice of the claims bar date. Viewing these facts most favorable to Park Restoration, these facts reflect that TCLP believed that it owed nothing to Park Restoration and invited Park Restoration to file its proof of claim, set forth the basis of the claim, and participate in the bankruptcy if it believed TCLP was liable to it. Park Restoration, for reasons unknown to the Court, declined to do so. Thus, the Court enters an order which grants the motion to enforce. Such order will afford Park Restoration with an opportunity to withdraw the Post Confirmation Lawsuit. Failure to do so within the time period provided will result in a finding of contempt and possible sanctions. A full-text copy of the Court's Memorandum Opinion dated May 15, 2018 is available at: http://bankrupt.com/misc/pawb14-11277-589.pdf About Conneaut Lake Park Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit corporation organized in 1997 and having the corporate purpose, among other things, to preserve and maintain Conneaut Lake Park, a vintage amusement park located in Conneaut Lake, Pennsylvania, for historical, cultural, social and recreational, and civic purposes for the benefit of the community and the general public. It presently holds in trust for the use of the general public approximately 207 acres of land and the improvements thereon located in Crawford County, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor estimated assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. Passport Realty, LLC was appointed by the Court as Broker on July 31, 2015. On Sept. 6, 2016, the Court entered a final order approving the Disclosure Statement and confirming the Reorganized Debtor's Joint Amended Plan of Reorganization. CORP REALTY: Taps Turoci Firm as Legal Counsel ---------------------------------------------- Corp Realty USA, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire The Turoci Firm as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the administration of its assets; conduct examinations; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Todd Turoci $500 Julie Philippi $400 Celine Gaston $275 Paralegals $175 Turoci received a retainer in the sum of $10,000 from the Debtor, which included the filing fee of $1,717. Todd Turoci, Esq., owner and principal of the firm, disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd L. Turoci, Esq. The Turoci Firm 3845 Tenth Street Riverside, CA 92501 Tel: 888-332-8362 Fax: 866-762-0618 Email: mail@theturocifirm.com About Corp Realty USA Corp Realty USA, LLC, a lessor of real estate, owns in fee simple a property located at 10936 Pacific View Drive, Malibu, California, valued at $13.50 million. Corp Realty USA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10741) on May 10, 2018. In the petition signed by Edgard Augusto Meinhardt Iturbe, managing member, the Debtor disclosed $13.50 million in assets and $5.49 million in liabilities. Judge Deborah J. Saltzman presides over the case. COTTON PATCH: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of Cotton Patch as of May 15, 2018. About Cotton Patch and Salcot Planting Co. Cotton Patch and Salcot Planting Co. farm approximately 1,100 acres in Pinal County, Arizona, consisting of six separate leaseholds. Cotton Patch, is the lessee of two Arizona State Land Department agricultural leases. Cy W. Salmons, Aaron M. Salmons, Charles Wm. Salmons, and Christine A. Salmons own all of the equity of Salcot Planting and they are the only members of the general partnership. Both companies have no employees and they now primarily grow cotton. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-04037 and 18-04038) on April 17, 2018. In the petitions signed by Cy W. Salmons, general partner, the Debtors each had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Brenda Moody Whinery presides over the cases. CROCKETT COGENERATION: Moody's Cuts Sr. Secured Bonds to B1 ----------------------------------------------------------- Moody's Investors Service downgrades the rating on Crockett Cogeneration, LP's (Crockett) senior secured bonds to B1 from Ba3. The rating outlook is revised to stable from negative. RATINGS RATIONALE The rating downgrade to B1 from Ba3 reflects the view that the project's financial underperformance and lower debt service coverage ratios (DSCR) is expected to continue through the current year and beyond given a sustained decline in market heat rates. Although there has been an improvement in market heat rates this year averaging 6,996 so far through May 2018 versus the low point reached in April 2017 of 5,900, and hydro generation is expected to be lower relative to last year's level, market heat rates are not expected to return to the levels observed prior to the elimination of the 8,125 floor in 2014 on an sustained basis given the continued increase in installed renewable electric capacity across the state. The market heat rate is used in the short-run avoided cost (SRAC) calculation for determining the energy revenue component of Crockett's revenues. While Crockett's revenues have historically been influenced by changes to SRAC, the shift to a market based heat rate determination that began in 2015 has significantly increased Crockett's cash flow volatility, a characteristic that will continue over the remaining term of the debt. Moreover, while a return to normal hydro conditions and the retirement of generation plants from once-through cooling legislation can positively affect the market heat rate, these trends will be offset by the continued and sustained growth that solar and wind renewables will have on wholesale generation prices in the state and by Moody's belief that natural gas prices will remain low for the foreseeable future. In particular, state policy makers continue to advance aggressive Renewable Portfolio Standards across the state, which is aided by these resources' stronger operating performing and lower cost for new construction. Additionally, Crockett's financial performance and related liquidity will continue to be hurt by the costs of complying with state mandated carbon emissions requirements and by lower steam sales revenue owing to low natural gas prices and annual steam discounts credited to Crockett's steam host, C&H Sugar Company (C&H: not rated). Crockett's DSCR for FY 2017 per the indenture, was 0.73x versus a budgeted 1.35x primarily due to the significantly lower market heat rates that averaged 6,741 for the second half of 2017 and higher emission costs for the year. On a Moody's calculated basis, which includes working capital changes (primarily associated with the $8 million increase in GHG liability only payable in 2018), DSCR was 1.25x in FY 2017. Based on first quarter actual results and the remaining budget for the year 2018, as well as market heat rates to date, Moody's calculates that Crockett's DSCR for this year will be around 1.0x (prior to any changes in working capital). Notwithstanding last year's financial performance, Crockett did not need to dip into its debt service reserve in FY 2017 because cash expenses of approximately $10 million associated with carbon allowance requirements for all emissions incurred in 2017 are not payable until November 2018. Moody's recognizes that the project has some flexibility to manage its liquidity with respect to the cash payments for GHG emission costs, as larger amounts are due every third year of each compliance period. For example, in 2018, the project's compliance obligations equal 100% of the emission costs for FY 2017 plus 70% of the costs incurred during each of FY 2016 and FY 2015 versus only 30% of the costs being paid during each of 2016 and 2015. Projects can avoid the lumpier liabilities by purchasing emission credits in advance of compliance delivery periods on a more regular basis. Also, Crockett's capacity payments, the most reliable source of project level cash flow, are seasonal in nature with 85% of project's expected capacity payments being earned from April through October of each year helping to assure that there is sufficient liquidity each year to meet GHG emission costs due in November. That said, the overall liability remains contrained. Moody's also notes that Crockett's no longer has access to its $5 million working capital as the project does not meet the minimum rating requirements to draw the facility. These factors are balanced by the expected continued receipt of stable capacity payments under Crockett's long term offtake contract with a highly rated counterparty, Pacific Gas and Electric Company (PG&E: A3 negative), along with Crockett's continued strong operating performance from an availability perspective. Capacity payments from PG&E fully cover operating costs (excluding fuel) and debt service. The remaining cost of fuel, major maintenance and carbon instruments must be covered by energy payments which can be negatively influenced by SRAC related issues and by steam revenues which have been declining. The rating also considers the project's role as an important source of low cost steam to its steam host, C&H, the project's dispatch rights with PG&E, and traditional project finance features such as a six-month debt service reserve and security in the assets. Rating Outlook The stable outlook reflects the expectation that the plant will continue to operate well, and assumes continued moderate improvement in market heat rates for the year, along with Crockett's ability to manage its cash position enabling the project satisfy debt service without use of its debt service reserve. What Could Change the Rating - Up Given the ongoing challenges associated with SRAC, the project's rating is unlikely to move up at this point. The rating could see upward pressure if Crockett can demonstrate an ability to achieve DSCR that approximates 1.10x on a sustained basis based on the project's current contractual arrangements while maintaining strong operating performance. What Could Change the Rating - Down The rating could be further downgraded if market heat rates decline again well below the 7,000 level on a sustained basis, if there are sustained increases in carbon prices, if the project experiences chronic operating problems that cannot be addressed in a manageable timeframe, if the project draws on the debt service reserve or if DSCR is expected to hover well below 1.0x consistently. Also, Crockett's rating would be negatively affected if PG&E's credit quality were to severely deteriorate or if the project lost its Qualifying Facility (QF) status. Crockett is a California limited partnership formed in 1986 to own and operate a 240 megawatt natural gas-fired electric power and steam cogeneration facility located at the C&H sugar refinery in Crockett, California. The entire electric output is sold to PG&E under a 30-year Power Purchase Agreement (PPA) that expires in May 2026, and the steam is sold to C&H under a steam sales agreement that expires in 2026. The facility operates as a QF as defined under the Public Utility Regulatory Policies Act of 1978 (PURPA). Consolidated Asset Management Services (CAMS) provides operations and maintenance services. Crockett is currently indirectly owned by GEPIF NAP I Holdings I, LLC, who is indirectly owned by an infrastructure fund managed by BlackRock, and 8.27% by Osaka Gas Company, Ltd. The principal methodology used in this rating was Power Generation Projects published in May 2017. CRYODORANT LLC: Taps Bowdich & Associates as Co-Counsel ------------------------------------------------------- Cryodorant, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Bowdich & Associates, PLLC. The firm will serve as co-counsel with the Debtor's lead counsel Martin Thomas. Esq. Bowdich will assist the bankruptcy attorney by handling litigation matters. John Bowdich, Esq., and Matthew Alagha, Esq., the attorneys who will be providing the services, will charge $395 per hour and $295 per hour, respectively. Mr. Bowdich disclosed in a court filing that no attorney at his firm has ever represented the Debtor or its principal, affiliate and creditors. The firm can be reached through: John W. Bowdich, Esq. Bowdich & Associates, PLLC 10440 N. Central Expressway, Suite 1540 Dallas, TX 75231 Direct: (214) 307-5173 Facsimile: (214) 307-5137 E-mail: jbowdich@bowdichlaw.com About Cryodorant LLC Cryodorant, LLC, based in Irving, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-40276) on Feb. 8, 2018. In the petition signed by Daniel Schreimann, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brenda T. Rhoades presides over the case. Martin K. Thomas, Esq., serves as bankruptcy counsel to the Debtor. DAVID & SUKI: Taps Tyler Bartl as Legal Counsel ----------------------------------------------- David & Suki, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Tyler, Bartl & Ramsdell, PLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiations to obtain financing and approval to use cash collateral; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge an hourly fee of $400 for its services. Prior to the petition date, the Debtor advanced a total of $19,500 to the firm, $1,580 of which was advanced by its president as a loan to the Debtor. Steven Ramsdell, Esq., at Tyler, disclosed in a court filing that his firm has no connection with the Debtor or any of its creditors. Tyler can be reached through: Steven B. Ramsdell, Esq. Tyler, Bartl & Ramsdell, P.L.C. 300 N. Washington St., Suite 310 Alexandria, VA 22314 Phone: (703) 549-5003 Fax: (703) 549-5011 Email: sramsdell@tbrclaw.com About David & Suki Inc. David & Suki, Inc. is a privately-held company whose principal place of business is located at 5863 N. Washington Blvd. Arlington, Virginia. David & Suki sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-11631) on May 4, 2018. In the petition signed by David A. Hicks, president, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. DJO FINANCE: Incurs $17.2 Million Net Loss in First Quarter ----------------------------------------------------------- DJO Finance LLC filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $17.20 million on $292.6 million of net sales for the three months ended March 31, 2018, compared to a net loss of $39.74 million on $288.38 million of net sales for the three months ended April 1, 2017. As of March 31, 2018, DJO Finance had $2.03 billion in total assets, $2.84 billion in total liabilities and a total deficit of $803.9 million. As of March 31, 2018, the Company's primary sources of liquidity consisted of cash and cash equivalents totaling $34.6 million and its $150.0 million ABL Facility, of which $68.8 million was available. The Company's revolving loan balance under its ABL Facility was $55.0 million as of March 31, 2018 in addition to a $5.7 million outstanding letter of credit related to its travel and entertainment corporate card program and a $0.5 million outstanding letter of credit related to collateral requirements under its product liability insurance policy. Working capital at March 31, 2018 was $155.4 million. "We believe that our existing cash, plus the amounts we expect to generate from operations, amounts we expect to generate from receivables and amounts available through our ABL Facility, will be sufficient to meet our operating needs for the next twelve months, including working capital requirements, capital expenditures, debt and interest repayment obligations. While we currently believe that we will be able to meet all of the financial covenants imposed by our Credit Facilities...there is no assurance that we will in fact be able to do so or that, if we do not, we will be able to obtain from our lenders waivers of default or amendments to the Credit Facilities. "As market conditions warrant, we and our equity holders, including Blackstone, its affiliates and members of our management, may from time to time, seek to purchase our outstanding debt securities or loans, including the notes and borrowings under our credit facilities, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by the use of cash on our balance sheet or the incurrence of new secured or unsecured debt, including borrowings under our Credit Facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases may be with respect to a substantial amount of a particular class or series of debt, with the attendant reduction in the trading liquidity of such class or series. In addition, any such purchases made at prices below the "adjusted issue price" (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which amounts may be material, and in related adverse tax consequences to us," the Company stated in the SEC filing. Operating activities from continuing operations provided $12.2 million and provided $38.6 million of cash for three months 2018 and 2017, respectively. Investing activities from continuing operations used $6.9 million and $7.5 million of cash for three months 2018 and 2017, respectively. Cash used in investing activities for three months 2018 and 2017 was for purchases of property and consigned surgical instruments to support growth and IT automation technology. Financing activities used cash of $3.4 million and provided cash of $11.7 million in three months 2018 and 2017, respectively. Cash used in and provided by financing activities in three months 2018 and 2017 consisted of net borrowings under and repayments of our ABL Facility. Additionally in 2018 cash used in financing activities consisted of payments related to the repurchase of shares of common stock from its former chief executive officer upon his departure. A full-text copy of the Form 10-Q is available for free at: https://is.gd/PkCOt7 About DJO Finance Vista, California-based DJO Finance LLC -- http://www.DJOglobal.com/-- is a global developer, manufacturer and distributor of medical devices with a broad range of products used for rehabilitation, pain management and physical therapy. The Company's products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion. DJO Finance reported a net loss of $35.09 million in 2017 compared to a net loss of $285.7 million in 2016. As of Dec. 31, 2017, DJO Finance had $2.02 billion in total assets, $2.81 billion in total liabilities and a total deficit of $790.5 million. * * * In April 2018, Moody's Investors Service affirmed its 'Caa1' Corporate Family Rating of DJO Finance LLC. The affirmation of DJO's 'Caa1' CFR reflects that, while the company's overall liquidity profile has improved, the company remains highly leveraged with debt/EBITDA in excess of 9.0x. Further, the company faces significant refinancing risk as the majority of its debt comes due in 2020. ECLIPSE BERRY: Exclusive Plan Filing Period Moved to Sept. 13 ------------------------------------------------------------- The Hon. Barry Russell of the U.S. Bankruptcy Court for the Central District of California, at the behest of Eclipse Berry Farms, LLC, and affiliates, has extended the 180-day period during which only the Debtors can file a plan of reorganization through Sept. 13, 2018. As reported by the Troubled Company Reporter on May 2, 2018, the Debtors asked the Court for an extension of the exclusive to periods to file and solicit acceptance of a plan through and including Sept. 14, 2018, and Nov. 13, 2018, respectively. On Jan. 25, 2018, the Court entered a Scheduling Order requiring the Debtors to file their plan and disclosure statement on or before April 3, 2018, and set April 17, 2018, as a preliminary hearing on plan and disclosure statement. On April 3, 2018, in accordance with the Scheduling Order, the Debtors timely filed their Disclosure Statement and Chapter 11 Liquidating Plan. But at the April 17, 2018 preliminary hearing, the Court set June 19, 2018, as the hearing date on the adequacy of the Disclosure Statement -- a date 154 days after the Petition Date. The Debtors worked diligently to timely comply with the terms of the Scheduling Order and file the plan and disclosure statement on April 3, 2018. However, the hearing on the adequacy of the disclosure statement has been set for June 19, 2018, a date that falls outside of the Debtors' exclusive period to file a plan. Thus, the Debtors said that they should be given the opportunity to advance the disclosure statement and plan, or any amendments made thereto, and seek confirmation. The Debtors believed that cause exists to permit the Debtors the exclusive right to file and seek acceptances of the proposed plan and should not lose this critical right due to the scheduling of the hearing. While the Debtors are in the process of winding down its operations, the Debtors asserted that there remain several open items to be addressed for an orderly liquidation of its business and payment of claims. Indeed, the claims bar date recently passed on April 13, 2018, and after the original disclosure statement and plan were filed. But the Debtors needed additional time to evaluate the claims that have been filed and to amend the plan as necessary based on the amount, validity and extent of the claims filed against the estate. Furthermore, the Debtors believed that no party will be prejudiced by an extension of the exclusive periods for the Debtors to file and confirm a plan. The extension requested is made in good faith and is not made to pressure creditors. The Debtors have been continuing to negotiate and to cooperate with the Committee and major creditors of the estate and are continuing its efforts to propose a plan that is viable and reasonable. Likewise, the Debtors asserted that they should be given the time and opportunity to determine the adequacy of the disclosure statement and confirmation of the plan as this is the Debtors' first request for an extension and Debtors have not been the cause of any delay. About Eclipse Berry Farms Founded in 1999, Eclipse Berry Farms operates farms that produce berry products. The company is based in Los Angeles, California. Eclipse Berry Farms, LLC and its affiliates Harvest Moon Strawberry Farms, LLC, and Rosalyn Farms, LLC, filed Chapter 11 petitions (C.D. Cal. Case Nos. 18-10443, 18-10453 and 18-10464, respectively) on Jan. 16, 2018. In the petition signed by CRO Robert Marcus, Eclipse Berry Farms estimated $10 million to $50 million in assets and less than $100 million in debt. Hon. Barry Russell is the case judge. The Debtors tapped Kevin H. Morse, Esq., at Saul Ewing Arnstein & Lehr LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP as local counsel; McCarron & Diess as special PACA counsel; and Murray Wise Capital LLC as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 9, 2018. ELEVEN-BAR-SEVEN: Taps Bowdich & Associates as Bankruptcy Counsel ----------------------------------------------------------------- Eleven-Bar-Seven seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, to hire Bowdich & Associates, PLLC, to serve as its co-counsel to provide litigation support and assistance to Debtor's bankruptcy lead counsel, Martin Thomas. BA's normal billing rates are: John W. Bowdich $395 Matthew Alagha $295 John W. Bowdich, Esq. attests that no attorney at BA, has ever represented the Debtor, any principal or affiliate of the Debtor, or any creditor of the Debtor. The counsel can be reached through: Matthew Alagha, Esq. BOWDICH & ASSOCIATES, PLLC 10440 N. Central Expy., Suite 1540 Dallas, TX 75231 Phone: (214) 307-9500 Fax:(214) 307-5137 E-mail: malagha@bowdichlaw.com About Eleven-Bar-Seven Eleven-Bar-Seven Ltd., based in Irving, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31273) on April 4, 2017. In the petition signed by Phillip Lynn Lloyd, president/owner, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Harlin DeWayne Hale presides over the case. Martin Keith Thomas, Esq., serves as bankruptcy counsel. ELEVEN-BAR-SEVEN: Taps Bowdich & Associates as Co-Counsel --------------------------------------------------------- Eleven-Bar-Seven Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Bowdich & Associates, PLLC. The firm will serve as co-counsel with the Debtor's lead counsel Martin Thomas. Esq. Bowdich will assist the bankruptcy attorney by handling litigation matters. John Bowdich, Esq., and Matthew Alagha, Esq., the attorneys who will be providing the services, will charge $395 per hour and $295 per hour, respectively. Mr. Bowdich disclosed in a court filing that no attorney at his firm has ever represented the Debtor or its principal, affiliate and creditors. The firm can be reached through: John W. Bowdich, Esq. Bowdich & Associates, PLLC 10440 N. Central Expressway, Suite 1540 Dallas, TX 75231 Direct: (214) 307-5173 Facsimile: (214) 307-5137 E-mail: jbowdich@bowdichlaw.com About Eleven-Bar-Seven Eleven-Bar-Seven Ltd., based in Irving, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31273) on April 4, 2017. In the petition signed by Phillip Lynn Lloyd, president and owner, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Harlin DeWayne Hale presides over the case. Martin Keith Thomas, Esq., serves as bankruptcy counsel. EMMANUEL HEALTH: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Emmanuel Health Homecare, Inc. 7676 Hillmont Street, Suite 225 Houston, TX 77040 Business Description: Emmanuel Health Homecare, Inc. is a home health care services provider in Houston, Texas. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-32635 Judge: Hon. Jeff Bohm Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.com Total Assets: $161,200 Total Liabilities: $1.30 million The petition was signed by Joyce Jones, R.N., CEO. A copy of the Debtor's list of eight unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-32635_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-32635.pdf ENDURO RESOURCE: May 24 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 24, 2018, at 11:00 a.m. in the bankruptcy case of Enduro Resource Partners LLC. The meeting will be held at: The Du Pont Hotel 42 W. 11th Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Enduro Resource Enduro Resource Partners LLC and its subsidiaries are independent oil and natural gas companies engaged in the acquisition, exploration, exploitation, development, and operation of oil and gas properties. They have operated and non-operated oil and gas assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming, as well as royalty interests in certain properties in Montana. Enduro Resource Partners LLC and five affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware statutory trust formed on May 3, 2011, has not filed a chapter 11 petition and will also continue to operate in the normal course. In its petition, the Debtors estimated $100 million to $500 million in assets and liabilities. The petition was signed by Kimberly A. Weimer, vice president and chief financial officer. The Hon. Kevin Gross presides over the case. Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline A. Reckler, Esq. Matthew L. Warren, Esq., and Jason B. Gott, Esq., at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez & Marsal North America, LLC, as the Debtors' restructuring advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims, noticing, soliciting and balloting agent. ENVIGO HOLDINGS: S&P Cuts Corp Credit Rating to CCC+, Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings lowered the long-term corporate credit rating on Somerset, N.J.-based nonclinical contract research organization (CRO) Envigo Holdings Inc. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on its first-lien debt to 'B' from 'B+'. The '1' recovery rating reflects our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. "We also lowered our issue-level rating on the second-lien debt to 'CCC-' from 'CCC'. The '6' recovery rating reflects our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "We are withdrawing the issue-level ratings on proposed senior secured term loans related to the terminated Avista transaction that were never placed. "The rating action reflects lowered expectations for 2018 and 2019 sales and tighter liquidity from the use of cash related to the cybersecurity incident and business disruption. "Our negative outlook reflects the risk that Envigo's commercial results will not rebound enough to cover the expense base, resulting in larger than expected cash flow deficits and a possible liquidity event in the next year. In our base case, we expect cash flow deficits of about $25 million in 2018 and $10 million in 2019. We believe Envigo will need to either cut costs or outperform our expectations, especially for contract research sales, to generate positive cash flow in 2019. In addition, the negative outlook reflects that Envigo's 2020 maturities will become current in less than a year." EP ENERGY: Offering $1 Billion Senior Notes Due 2026 ---------------------------------------------------- EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation, announced that it and its wholly-owned subsidiary, Everest Acquisition Finance Inc., as co-issuer, intend to offer $1,000.0 million aggregate principal amount of its Senior Secured Notes due 2026 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to certain persons in offshore transactions in accordance with Regulation S under the Securities Act. The liens on the collateral securing the new notes will be junior to the liens on the collateral securing EP Energy's senior secured RBL facility and senior to the liens on the collateral securing each tranche of EP Energy's existing senior secured notes. The Company filed with the Securities and Exchange Commission an investor presentation relating to the Notes Offering, a copy of which is available for free at https://is.gd/hXa1eg RBL Amendment On May 14, 2018, EP Energy received consents from lenders holding $629.4 million of commitments under its senior secured RBL facility to extend the maturity date of the RBL facility to Nov. 23, 2021. In connection with the maturity extension, the RBL Facility also will be amended to provide, among other things, for the following modifications: (i) the amount of total commitments under the RBL Facility will be reduced to $629.4 million; (ii) the financial covenant will be modified to provide that EP Energy will not permit (x) its consolidated first lien net debt to EBITDAX ratio to be greater than 2.25 to 1.00 and (y) its current ratio to be less than 1.00 to 1.00, in each case tested on a quarterly basis; (iii) the basket for liens on non-borrowing base properties and/or junior liens on collateral will be reduced to $500 million; (iv) the liquidity based investment basket will be modified to provide that investments pursuant to this basket will be permitted if liquidity is not less than 10% of the lesser of the total commitments and the borrowing base and, if EP Energy's consolidated total net debt to EBITDAX ratio is not less than or equal to 5.00 to 1.00 on a pro forma basis at any time, investments pursuant to this basket will be capped at $250 million; (v) the liquidity based restricted payments basket will be modified to provide that restricted payments pursuant to this basket will be permitted if the liquidity condition is satisfied and if EP Energy's total leverage ratio is less than or equal to 4.00 to 1.00 on a pro forma basis; (vi) the applicable equity amount based restricted payments basket will be modified to provide that, if EP Energy's total leverage ratio is not less than or equal to 4.00 to 1.00 on a pro forma basis at any time, EP Energy will not be permitted to make restricted payments pursuant to this basket utilizing any portion of the applicable equity amount that accrued on or prior to May 2, 2016; (vii) the liquidity based debt buyback basket will be modified to provide that debt buybacks pursuant to this basket will be permitted if the liquidity condition is satisfied and, if EP Energy's total leverage ratio is not less than or equal to 4.50 to 1.00 on a pro forma basis at any time, the amount of debt buybacks pursuant to this basket will be capped at $350 million (subject to certain builders and exceptions); (viii) the applicable equity amount based debt buyback basket will be modified to provide that if EP Energy's total leverage ratio is less than or equal to 4.50 to 1.00 on a pro forma basis, debt buybacks will be permitted using available applicable equity amount; and (ix) the applicable credit parties will be required to enter into control agreements with the Agent with respect to their deposit accounts, securities accounts and commodities accounts (subject to certain exceptions). In connection with the RBL Amendment, the borrowing base under the RBL Facility was reaffirmed at $1.36 billion. This reaffirmation constitutes the scheduled April 2018 redetermination of the borrowing base. The next scheduled redetermination of the borrowing base will be on or around Oct. 31, 2018. Upon consummation of the Notes Offering and the satisfaction of other customary conditions, the RBL Amendment is expected to become effective. The net cash proceeds from the Notes Offering will be used to repay amounts outstanding under the RBL Facility, for general corporate purposes and to pay fees and expenses in connection therewith. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, EP Energy had $4.89 billion in total assets, $4.50 billion in total current and non-current liabilities and $383 million in member's equity. * * * As reported by the TCR on Jan. 10, 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's Investors Service. EP ENERGY: Sacks Chief Accounting Officer as Part of Restructuring ------------------------------------------------------------------ EP Energy Corporation provided notice to Francis C. Olmsted III, its chief accounting officer, of his termination of employment with the Company, effective May 15, 2018. For purposes of the Employment Agreement between the Company and Mr. Olmsted, dated as of May 24, 2012, the termination will be treated as a termination by the Company without "Cause." In connection with his departure, the Company will enter into a termination of employment agreement with Mr. Olmsted in substantially the form attached to his Employment Agreement. Pursuant to the termination of employment agreement, Mr. Olmsted will be entitled to receive the severance benefits set forth in his employment agreement. The Termination Agreement includes a general release and waiver of any claims against the Company. The termination of Mr. Olmsted's employment was part of a broader reduction in force implemented by the Company on May 15, 2018 that impacted approximately 10% of the Company's workforce. The reduction in force was done to improve the Company's cost structure, further streamline the Company's management structure and optimize the size of the organization. Kyle A. McCuen, the Company's chief financial officer and treasurer will assume the responsibilities of principal accounting officer, in addition to his role as principal financial officer. Mr. McCuen, 43, has served as the Company's senior vice president, chief financial officer and treasurer since Jan. 1, 2018. He was the Company's vice president and treasurer from May 2012, and its interim chief financial officer from February 2017 to December 2017. He previously served in various finance and strategic planning roles at El Paso Corporation, most recently serving as vice president of corporate and E&P Planning at El Paso Corporation from October 2011 to May 2012. Mr. McCuen graduated from the University of Texas with a BBA in Accounting and received an MBA from the University of Houston. In addition, Jeffrey M. Stanberry, the Company's director of general accounting and financial reporting will assume the role of financial controller, with James A. Mueller, the Company's director of operations accounting, assuming the role of operations controller. Mr. Stanberry, 44, has approximately 15 years of combined experience at the Company and the Company's predecessor El Paso Corporation serving in managerial accounting and financial reporting roles. Prior to El Paso Corporation, Mr. Stanberry was employed by PwC. Mr. Stanberry graduated from Baylor University with a BBA/MBA in Accounting and is a Certified Public Accountant in Texas. Mr. Mueller, 60, has been with the Company and the Company's predecessor El Paso Corporation for the past 12 years serving in the capacity as director of Operations Accounting. He has 38 years of industry experience, serving in a number of managerial accounting positions including director of operations accounting for Burlington Resources. Mr. Mueller graduated from Texas Tech University with a BBA in Finance and is a Certified Public Accountant in Texas. No new compensatory arrangements were entered into in connection with these personnel changes. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, EP Energy had $4.89 billion in total assets, $4.50 billion in total current and non-current liabilities and $383 million in member's equity. * * * As reported by the TCR on Jan. 10, 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's Investors Service. EP ENERGY: Stockholders Elected Four Directors ---------------------------------------------- The 2018 annual meeting of stockholders of EP Energy Corporation was held on May 16, 2018, at which the stockholders: (a) elected each of Alan R. Crain, Wilson B. Handler, John J. Hannan, and Rajen Mahagaokar as a Class I director of the Company for a three-year term; (b) approved, on an advisory basis, the compensation of the Company's named executive officers; and (c) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC incurred a net loss of $203 million for the year ended Dec. 31, 2017, compared to a net loss of $21 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, EP Energy had $4.89 billion in total assets, $4.50 billion in total current and non-current liabilities and $383 million in member's equity. * * * As reported by the TCR on Jan. 10, 2018, S&P Global Ratings raised its corporate credit rating on Houston-based exploration and production (E&P) company EP Energy LLC to 'CCC+' from 'SD' (selective default). The outlook is negative. "The upgrade reflects the announcement that EP has completed exchanges of its unsecured debt, which we considered to be distressed, for 1.5-lien secured debt due 2024. The rating incorporates the new capital structure, which reflects the minimal reduction of the company's debt as a result of the exchanges," S&P said. EP Energy LLC carries a 'Caal' Corporate Family Rating from Moody's Investors Service. ERI AMERICA: Taps Cohen & Krol as Legal Counsel ----------------------------------------------- ERI America, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Cohen & Krol 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. Joseph Cohen, Esq., and Gina Krol, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $520. Cohen & Krol received a pre-bankruptcy retainer in the sum of $12,000. Both attorneys disclosed in a court filing that they do not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Joseph E. Cohen, Esq. Cohen & Krol 105 West Madison Suite 1100 Chicago, IL 60602 Tel: 312 368-0300 Email: jcohen@cohenandkrol.com About ERI America Inc. ERI America, Inc. -- http://www.eri-america.com/-- offers a broad range of tooling and tool holding solutions from standards to specials. It is headquartered in Lake Zurich, Illinois. ERI America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-11597) on April 20, 2018. In the petition signed by Frank J. Fullone, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Donald R. Cassling presides over the case. EVO PAYMENTS: Moody's Affirms B2 CFR & Alters Outlook to Pos. ------------------------------------------------------------- Moody's Investors Service affirmed EVO Payments International, LLC's ("EVO") B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating ("PDR"). In addition, Moody's assigned a B2 rating to the proposed new revolver. The outlook has been revised to positive from stable. EVO plans to use net IPO proceeds and borrowings from the new revolver to repay the existing $175 million second lien term loan and $63 million seller note (unrated), as well as to fund acquisition activity. The existing revolver and second lien term loan ratings will be withdrawn upon full repayment. Upon the repayment of the second lien term loan, Moody's would expect to downgrade the existing first lien term loan rating to B2 from B1. RATINGS RATIONALE With debt reduction of $238 million upon closing of the IPO, EVO's adjusted leverage will improve to about 5x from the mid 6x range. Moody's believes that while the lower leverage strengthens EVO's credit profile, the uncertainty regarding the inflection point for generating positive free cash (after distributions to members and minority interests) still weighs on the B2 CFR. Moody's expects that EVO will generate organic net revenue growth in the high single digits and double-digit profit growth. However, ongoing investments to support the growth will lead to slightly negative to flat free cash flow (FCF) for 2018, which follows three years of negative FCF. The positive outlook reflects Moody's expectation that EVO will generate FCF of about $40 million in 2019 as operating performance benefits from investments incurred to enhance EVO's e-commerce and integrated payment technologies, build out its independent software vendors (ISV) channel, and expand the merchant base in Mexico and Europe. With modest debt repayment and EBITDA growth, Moody's anticipates that debt leverage will further improve to below 4.5 times level by the end of 2019. The B2 CFR also considers EVO's small size and scale relative to larger payment processors with greater financial resources in a highly competitive industry. Last year's acquisition of Sterling Payment Technologies will continue to help EVO stabilize its declining U.S. and Canada business, which is concentrated in the small and medium sized business market and is susceptible to higher attrition rates. The purchase facilitates the shift in EVO's sales mix from independent sales organizations (ISO) to the faster growing independent software vendors (ISV) channel. Upon the full repayment of the second lien term loan, Moody's would expect to downgrade the first lien term loan rating to B2 from B1 as the first lien debt will no longer benefit from the loss absorption cushion of junior debt in the capital structure. EVO will effectively have one class of debt (first lien debt) with the instrument ratings the same as the B2 CFR. The ratings could be upgraded if EVO increases market share through organic revenue growth without pressuring operating margins, sustains debt to EBITDA at about 4 times, and generates FCF to debt in the high single digit percentage range. The ratings could be downgraded with declines in revenue and profits, increased customer churn, or weakening free cash flow. In addition, negative rating pressure could arise from debt funded dividend payments, acquisitions, or the inability to grow profits such that financial leverage exceeds 6 for an extended period of time. Assignments: Issuer: EVO Payments International, LLC Senior Secured Revolving Credit Facility, Assigned B2 (LGD3) Affirmations: Issuer: EVO Payments International, LLC Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Outlook Actions: Issuer: EVO Payments International, LLC Outlook, Changed To Positive From Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With projected annual revenues approaching $600 million, EVO is a global provider of electronic commerce and payment processing solutions for merchants. FAMILY RESTORATION: Taps Rachel S. Blumenfeld PLLC as Attorney -------------------------------------------------------------- Family Restoration Ministries, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire The Law Office of Rachel S. Blumenfeld PLLC as its attorneys. The professional services that The Law Office of Rachel S. Blumenfeld PLLC will render are: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtor all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtor that seek protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. represent the Debtor, if need be, in connection with obtaining postpetition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtor which may be necessary for the preservation of the Debtors estate and to promote the best interest of the Debtor, its creditors and its estate. The Law Office of Rachel S. Blumenfeld PLLC's hourly rates are: Rachel S. Blumenfeld, Esq. $450 Of counsel $450 Paraprofessional $150 Rachel S. Blumenfeld, Esq., member of The Law Office of Rachel S. Blumenfeld PLLC, attests that her firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. The counsel can be reached through: Rachel S. Blumenfeld, Esq. The Law Office of Rachel S. Blumenfeld PLLC 26 Court Street, Suite 2220 Brooklyn, NY 11242 Phone: 718-858-9600 Fax: 718-858-9601 About Family Restoration Ministries, Inc. Family Restoration Ministries, Inc. is a tax-exempt, religious organization in New York City that restores, teaches, and equips individuals and families through Christ-centered programs. Family Restoration Ministries, Inc. filed a Chapter 11 petition (Bankr. E.D. N.Y. Case No. 18-41942) on April 8, 2018. The petition was signed by Victoria Modupe Ojo, Reverend. The case is assigned to Judge Carla E. Craig. Rachel S. Blumenfeld, Esq. at the The Law Office of Rachel S. Blumenfeld PLLC represents the Debtor as counsel. At the time of filing, the Debtor estimates $1.61 million in assets and $966,304 in liabilities. FC GLOBAL: Delays Filing of March 31 Form 10-Q ---------------------------------------------- FC Global Realty Incorporated was unable to file its Quarterly Report on Form 10-Q for the period ending March 31, 2018 because of unanticipated delays in the completion of its financial statements and related portions of the Form 10-Q, which delays could not be eliminated by the Registrant without unreasonable effort and expense. In accordance with Rule 12b-25 under the Securities Exchange Act of 1934, the Company anticipates filing its Form 10-Q no later than five calendar days following the prescribed due date. About FC Global Realty Incorporated FC Global Realty Incorporated (and its subsidiaries), re-incorporated in Nevada on Dec. 30, 2010, originally formed in Delaware in 1980, is a company focused on opportunistic real estate acquisition, development and management, concentrating primarily on investments in high quality income producing assets, hotel and resort developments, residential developments and other opportunistic commercial properties. The company is headquartered in New York. FC Global Realty reported a net loss attributable to the Company of $18.80 million for the year ended Dec. 31, 2017, compared to a net loss attributable to the Company of $13.26 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, FC Global had $6.33 million in total assets, $9.15 million in total liabilities, $87,000 in redeemable convertible preferred stock, and a total stockholders' deficit of $2.89 million. The report from the Company's independent accounting firm Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has incurred net losses for each of the years ended Dec. 31, 2017 and 2016 and has not yet generated any revenues from real estate activities. As of Dec. 31, 2017, there is an accumulated deficit of $134.4 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FIELDPOINT PETROLEUM: Incurs $210,700 Net Loss in First Quarter --------------------------------------------------------------- FieldPoint Petroleum Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $210,773 on $492,962 of total revenue for the three months ended March 31, 2018, compared to a net loss of $409,051 on $838,426 of total revenue for the three months ended March 31, 2017. As of March 31, 2018, Fieldpoint Petroleum had $7.51 million in total assets, $5.92 million in total liabilities and $1.59 million in total stockholders' equity. "Continued low oil and natural gas prices during 2017 and 2018 have had a significant adverse impact on our business, and as a result of our financial condition, substantial doubt exists that we will be able to continue as a going concern," the Company stated in the Quarterly Report. As of March 31, 2018, and Dec. 31, 2017, the Company has a working capital deficit of approximately $3,205,000 and $3,122,000, respectively, primarily due to the classification of its line of credit as a current liability. Citibank is in a first lien position on all of the Company's properties. On Dec. 1, 2015, Citibank lowered the Company's borrowing base from $11,000,000 to $5,500,000 and lowered it again to $2,761,632 on Dec. 29, 2017. The line of credit provides for certain financial covenants and ratios measured quarterly which include a current ratio, leverage ratio, and interest coverage ratio requirements. The Company is out of compliance with all three ratios as of March 31, 2018, and the Company does not expect to regain compliance in 2018. A Forbearance Agreement was executed in October 2016 and amended on Dec. 29, 2017, and March 30, 2018. The Company was not in compliance with the NYSE MKT continued listing standards and received an official delisting notice on Nov. 16, 2017. The Company's warrants were also delisted from the NYSE American (formerly NYSE MKT) on Nov. 17, 2017, and then expired March 23, 2018. The Company's shares are now traded on the over-the-counter market under the symbol FPPP which is more volatile than the Exchange and may result in a continued diminution in value of its shares. The delisting also resulted in the loss of other advantages to an exchange listing, including marginability, blue sky exemptions and others. "Our ability to continue as a "going concern" is dependent on many factors, including, among other things, our ability to comply with the covenants in our existing debt agreements, our ability to cure any defaults that occur under our debt agreements or to obtain waivers or forbearances with respect to any such defaults, and our ability to pay, retire, amend, replace or refinance our indebtedness as defaults occur or as interest and principal payments come due. Our ability to continue as a going concern is also dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. While we are actively involved in seeking new sources of working capital, there can be no assurance that we will be able to raise sufficient additional capital or to have positive cash flow from operations to address all our cash flow needs. Additional capital could be on terms that are highly dilutive to our shareholders. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders may be materially and adversely affected," the Company said. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gSISLv About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- acquires, operates and develops oil and gas properties. As of Dec. 31, 2017, the Company had varying ownership interest in 390 gross wells (96.21 net) located in five states. The Company operates 15 of the 390 wells; the other wells are operated by independent operators under contracts that are standard in the industry. It is a primary objective of the Company to operate some of the oil and natural gas properties in which it has an economic interest, and the Company will also partner with larger oil and natural gas companies to operate certain oil and natural gas properties in which the Company has an economic interest. Fieldpoint Petroleum reported net income of $2.66 million in 2017 compared to a net loss of $2.47 million in 2016. As of Dec. 31, 2017, Fieldpoint Petroleum had $7.71 million in total assets, $5.91 million in total liabilities and $1.80 million in total stockholders' equity. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FITE LLC: Bankr. Court Dismisses Chapter 11 Bankruptcy Case ----------------------------------------------------------- Judge Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon dismissed Debtor Fite, LLC's chapter 11 bankruptcy case. The U.S. Trustee filed a motion seeking dismissal with prejudice based on three enumerated types of cause: gross mismanagement of the estate, violation of a court order, and failure to timely satisfy reporting or filing requirements. Creditor Bank of New York Melon joined in these arguments, and also urged dismissal based for an additional, unenumerated, type of cause: bad-faith filing of the petition. Here, the U.S. Trustee has proven numerous instances of gross mismanagement on the part of Mr. Tracey Baron, the Debtor’s CEO and sole owner, and his chief financial officer, Robert Hausner. First among these acts of mismanagement is Mr. Baron's approach to the Turning Leaf Management, Inc. Receivable. As an owner of both TLM (the obligor on the TLM Receivable) and Debtor (the obligee), Mr. Baron is personally conflicted when it comes to asserting the bankruptcy estate’s rights regarding collection of this asset. Rather than approaching this difficult situation with the utmost care and diligence, Mr. Baron began by obfuscating and equivocating, before he changed course and took unilateral and unauthorized steps to protect his own interests at the expense of the estate. Although the TLM Receivable is perhaps the most egregious example of gross mismanagement, it is not the only such occurrence. Judge Brown finds that the U.S. Trustee has also proven at least five other instances of gross mismanagement that justify dismissal or conversion of this case. Section 1112(b)(4) (E) provides that "failure to comply with an order of the court" constitutes cause for dismissal or conversion of a chapter 11 case. Here, there are three requirements of the Deadline Order with which Debtor has failed to comply. First, at the original case management hearing, the court identified numerous blatant inaccuracies in the Debtor’s schedules and SOFA. The Deadline Order required Debtor to correct these inaccuracies by filing amended documents no later than March 13, 2018. Debtor failed to comply with this requirement and did not ask for an extension of time. Second, the Deadline Order required Debtor to file redacted copies of its bank statements with all monthly operating reports. Debtor has failed to comply with this requirement. Finally, the Deadline Order required Debtor to account for all rent receipts no later than Feb. 16, 2018, which the Debtor also failed to comply. Section 1112(b)(4)(F) provides that a debtor's "unexcused failure to satisfy timely any filing or reporting requirement established by this title or by any rule applicable to a case under this chapter" constitutes cause for dismissal or conversion of a chapter 11 case. Judge Brown finds that Debtor has failed to fulfill at least three applicable reporting requirements, and has failed to provide any justification for such failure. Judge Brown also concludes that the Debtor's petition was filed in bad faith, and this constitutes cause for dismissal or conversion under section 1112(b). Between dismissal and conversion, Judge Brown finds that there are few, if any, material assets that would be available for unsecured creditors if the case converted to chapter 7. Debtor's primary assets consist of overencumbered real estate, and secured creditors are best served by enforcing their rights in a non-bankruptcy forum. Accordingly, Judge Brown dismisses the case. Judge Brown, however, does not agree with the U.S. Trustee's request for a permanent injunction. Based on Mr. Baron's long pattern of hindering and delaying secured creditors, lienholders should have the opportunity to exercise their state-law remedies without additional delay occasioned by bankruptcy filings. Accordingly, Judge Brown finds that a two-year bar is adequate for purposes of allowing creditors to assert their rights without undue interference. A full-text copy of Judge Brown's Decision dated April 30, 2018 is available at: http://bankrupt.com/misc/orb18-30038-11-84.pdf About Fite LLC Fite, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-30038) on Jan. 5, 2018. In the petition signed by Tracey Baron, manager, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Trish M. Brown presides over the case. FKM REAL ESTATE: Taps Ernest Ianetti as Bankruptcy Attorney ----------------------------------------------------------- FKM Real Estate Holdings, Inc., received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Ernest Ianetti, Esq., as its legal counsel. The attorney will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The total compensation for Mr. Ianetti's services is $5,000. He will be paid a monthly fee of $500. Mr. Ianetti disclosed in a court filing that he is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Mr. Ianetti maintains an office at: Ernest G. Ianetti, Esq. 22 Riekens Trail Denville, NJ 07834 Phone: (973) 324-1003 Fax: (973) 324-1002 Email: ianetti.efiling@outlook.com About FKM Real Estate Holdings FKM Real Estate Holdings, Inc., is a real estate company that owns in fee simple interest a property located at 131 Main Street, Newton, New Jersey, with an appraised value of $2.86 million. FKM Real Estate Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-33702) on Nov. 22, 2017. In the petition signed by CEO Fe Calilio Martinez, the Debtor disclosed $2.86 million in assets and $983,211 in liabilities. Judge Vincent F. Papalia presides over the case. FLYING COW: Taps Mallon & Blatcher as Special Counsel ----------------------------------------------------- Flying Cow Ranch, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Division, to hire Frank Blathcer, Esq. and Mallon & Blatcher as special counsel to assist the Debtor in obtaining various land use approvals from the Village of Wellington. Mr. Blatcher will charge $425 for his services and $85 for services of legal assistants. Frank Blathcer, Esq., attorney at Mallon & Blatcher, attests that neither he nor his firm represent any interest adverse to the debtor or the estate and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The counsel can be reached through: Frank Blathcer, Esq. Mallon & Blatcher 12 S Monroe St Media, PA 19063 Phone: 610-891-8400 Fax: 610-891-8494 About Flying Cow Ranch HC Flying Cow Ranch HC, LLC is a privately-held company in Jupiter, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Flying Cow Ranch HC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12681) on March 8, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of less than $500,000. Judge Paul G. Hyman, Jr. presides over the case. Rappaport Osborne & Rappaport, PLLC is the Debtor's bankruptcy counsel. FOOD FOR HEALTH: Taps McKay Burton & Thurman as General Counsel --------------------------------------------------------------- Food For Health International, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Utah, Central Division, to employ McKay, Burton & Thurman as general counsel to represent and assist the Debtor and Debtor-in-possession in connection with all matters arising in or related to this bankruptcy case. MBT's regular hourly rates are: Jeremy C. Sink $275 Gregory J. Adams $295 Mark Rose $205 Gregory J. Adams, attorney at McKay, Burton & Thurman, P.C., attests that he and his firm do not hold or represent any interest adverse to the estate and are disinterested under 11 U.S.C. 101(14). The firm can be reached through: Jeremy C. Sink, Esq. Gregory J. Adams, Esq. McKAY, BURTON & THURMAN, PC 15 West South Temple, Suite 1000 Salt Lake City, UT 84101 Phone: 801-503-9205 Fax: 801-521-4252 Email: jsink@mbt-law.com gadams@mbt-law.com About Food For Health Food For Health International, LLC -- http://foodforhealthinternational.com-- is a manufacturing, sales and distribution company specializing in whole-food nutrition and emergency preparedness. The company's brands include Activz LLC, Food Supply Depot, FireRocks and Lion Energy. Using proprietary processes, Food for Health offers pure, nutrient-rich and living ingredients that can be used on their own or privately-labeled for accelerated speed-to-market, reduced cost of goods and business confidentiality. From product concept to distribution, the Company offers full turnkey manufacturing solutions and a myriad of co-packing options in between. The company is headquartered in Salt Lake City, Utah. Food For Health International, LLC, filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-23404) on May 11, 2018. In the petition signed by John Rallo, FFHI, LLC/CEO and sole manager, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kimball R. Mosier. Jeremy C. Sink, Esq. and Gregory J. Adams, Esq. at McKAY, BURTON & THURMAN, PC, serve as the Debtor's counsel. FRASER'S BOILER: U.S. Trustee Forms 8-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 18 appointed eight creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Fraser's Boiler Service, Inc. The committee members are: (1) Candyce Faulkner 1345 NW Huckle Drive Bremerton, WA 98311 Phone: 360-981-6208 Email: candyceavon@yahoo.com (2) Diane Readwin 1326 SW Station Circle Port Orchard, WA 98367 Phone: 360-271-6289 Email: readwin@wavecable.com (3) Charisse Dahlke 10271 Sunset Bend Drive Boca Raton, FL 33428 Phone: 760-851-4352 Email: charissed@gmail.com (4) William G. Jellyman 1143 46th Street San Diego, CA 92102 Phone: 619-262-5483 (5) Ronald D. Brown (Deceased) c/o Dorenne Brown 217 Country Club Drive South San Francisco, CA 94080 Phone: 650-583-3386 (6) Vernon J. Marion (Deceased) c/o Matt Marion 2877 Ridgeway Drive National City, CA 91950 Phone: 619-267-7726 (7) Barbara Ann Tucker P.O. Box 2434 La Pine, OR 97739 Phone: 541-536-5332 (8) Roy R. and Ruby A. Dennis c/o MRHFM 1015 Locust Street, Suite 1200 St. Louis, MO 63101 Phone: 314-241-2003 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 Fraser's Boiler Service Headquartered in Olympia, Washington, Fraser's Boiler Service, Inc. is a boiler, tank, and shipping container manufacturer. The Debtor sought chapter 11 protection (Bankr. W.D. Wash. Case No. 18-41245) on April 9, 2018, listing its estimated assets at $10 million to $50 million and estimated liabilities at $50 million to $100 million. The petition was signed by David J. Gordon, president. The Debtor is represented by Darren R. Krattli, Esq., of Eisenhower Carlson PLLC. FREEDOM COMMUNICATIONS: Committee Taps Elucidor as Consultant ------------------------------------------------------------- The official committee of unsecured creditors of Elucidor, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Elucidor, LLC. The firm will advise the committee regarding the life insurance-related investments made by the retirement plan of Freedom Communications and the claims asserted by the committee related to the investments; and will provide other expert consulting services. The firm will charge these hourly rates: Participation in Court $600 Appearances/Depositions Partners/Principals $450 Clerical/Secretarial $175 Elucidor does not hold any interest adverse to the bankruptcy estates, according to court filings. The firm can be reached through: Howard Zail Elucidor, LLC 305 East 40th Street, Suite 21F New York, NY 10016 Tel: 212.532.6433 Fax: 212.532.6434 Email: info@elucidor.com About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owned two daily newspapers -- The Press-Enterprise in Riverside, California and The Orange County Register in Santa Ana, California. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1, 2015. In the petition signed by Richard E. Mirman, the CEO, Freedom Communications Holdings estimated assets and liabilities in the range of $10 million to $50 million. William N. Lobel, Esq., Alan J. Friedman, Esq., Beth E. Gaschen, Esq., and Christopher J. Green, Esq., at Lobel Weiland Golden Friedman LLP, serve as the Debtors' counsel. The Debtors employed Shulman Hodges & Bastian LLP, as general insolvency counsel; GlassRatner Advisory & Capital Group LLC as financial advisor and consultant; and Donlin, Recano & Company, Inc., as the noticing, claims and balloting/solicitation agent. FTI Consulting, Inc. was tapped to review Pension Benefit Guaranty Corporation (PBGC) Claims. Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as the Debtors' counsel. * * * In April 2016, Freedom Communications completed the sale of its operating businesses and real estate assets to Digital First Media Inc., following a bankruptcy auction. Digital First Media's $51.8 million bid was approved by the Bankruptcy Court in Santa Ana, after the U.S. Department of Justice filed an antitrust lawsuit against the highest bidder, Tribune Publishing. The final sale to Digital First Media closed on March 31, 2016 for $49.8 million, according to FTI Capital Advisors, which was retained to conduct a formal sale process. Tribune tendered a $56 million bid but the U.S. government argued a sale to Tribune would give it a monopoly on major newspapers in Southern California. First Media publishes the Los Angeles Daily News, Long Beach Press-Telegram and other Southern California papers. Digital First Media, a business name of MediaNews Group, offers news reporting and third party advertising and directory opportunities through its more than 800 multi-platform products which include web, mobile, tablet and print. FREEMAN GRADING: Taps Key Auctions LLC as Auctioneer ---------------------------------------------------- Freeman Grading & Excavating, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to employ Key Auctions, LLC dba Key Auctioneers as auctioneers. The Debtor wishes to employ the auctioneer firm of Key Auctions, LLC, d/b/a Key Auctioneers, to liquidate some of the Debtor's vehicles, heavy machinery, and related equipment. Key conducts its consignment auctions at the end of every calendar quarter to allow time for marketing and to maximize the turnout at its auctions. Key's consignment auctions include in person bidding at the auction site as well as simultaneous online bidding. Key markets to potential buyers all over the country as well as all over the globe. In exchange for the Auction Services, the Debtor shall pay Key a commission of zero percent (0%) of the proceeds of the sale as compensation for services to be rendered. Key shall separately charge a 15% buyer's premium on the gross sales prior to and at auction or bulk sale. Key shall be authorized to charge an additional 3% buyer's premium on all gross sales conducted via internet bidding. The additional 3% buyer's premium charged to online bidders will be rebated to the Debtor in its entirety at settlement. The Debtor agrees to pay Key $2,500 to prepare, market, conduct and finalize the auction. Key agrees to provide all labor to organize and set up the auction, and to conduct preview, sale day and removal functions. The Debtor agrees to reimburse Key for 50% of all credit card processing fees incurred by Key. Seth Seaton, president of Key Auctions LLC, attests that his firm is a disinterested party and does not appear to have an adverse relationship to this case. Key can be reached through: Seth Seaton Key Auctions LLC 5520 S Harding St Indianapolis, IN 46217 Phone: (855) 353-1100 About Freeman Grading Freeman Grading & Excavating, LLC, is an excavating contractor based in Trafalgar, Indiana. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Freeman Grading & Excavating filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 18-00037) on Jan. 3, 2018. In the petition signed by Michael D. Freeman, member and 100% owner, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Jeffrey J. Graham. John Joseph Allman, Esq. and David R. Krebs, Esq. at Hester Baker Krebs LLC, serve as the Debtor's counsel. GARCES RESTAURANT: Taps CohnReznick Capital as Investment Banker ---------------------------------------------------------------- Garces Restaurant Group, d/b/a Garces Group, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of New Jersey to hire CohnReznick Capital Markets Securities, LLC, to serves as investment banker. Professional services to be rendered by CRC are: (a) evaluate the business, operations and financial position of the Debtors; (b) prepare the Debtors for and recommending financial and strategic alternatives with respect to the sale transaction; (c) assist in the preparation of materials, including business and financial information, descriptive memoranda, and collateral marketing materials to be provided to prospective investors, preparing the Debtors for the marketing process, and contacting Investors; (d) assist the Debtors in establishing criteria for potential Investors, identifying, screening and ranking prospective Investors, and evaluating proposals received from potential Investors; (e) advise the Debtors on negotiations with the potential providers of capital and their advisors; (f) direct and coordinate the due diligence process; (g) provide timely reporting to the Debtors and its current lenders on the status and progress of the above, including, without limitation, weekly written updates via email, letter or other means, subject to the prior review and approval by the Debtors, which the Debtors may provide to its current lenders; (h) assist the Debtors and its advisors through the closing process; and (i) advise the Debtors on other matters that may arrive from time to time during the Agreement. CRC has been paid a pre-petition Retainer of $50,000, which was paid in four monthly installments of $12,500 since August 2017 through November 2017. In the event a Sale of the Debtors assets, subject to the review and approved by the Court, then upon the closing of a Transaction, CRC earns a minimum Transaction Fee of $200,000, plus the percentages of the Consideration: Consideration Percentage On the first $5 million… 2.50% Plus on the next $10 million.. 1.75% Plus on the amount over $15 million 1.00% Jeffrey R. Manning, Managing Director with CohnReznick Capital Markets Securities, LLC, attests that his firm does not hold an adverse interest to the estate, does not represent an adverse interest to the estate, and is a disinterested person under 11 U.S.C. Sec. 101(14). The firm can be reached through: Jeffrey R. Manning CohnReznick Capital Markets Securities, LLC 420 Lexington Avenue, Ste. 2533 New York, NY 10017 Phone: 917-472-1286 About Garces Restaurant Group, Inc. dba Garces Group Garces Restaurant Group, Inc. dba Garces Group is a Philadelphia-based hospitality group operating more than a dozen restaurants from Philadelphia to New York City, including Amada, Distrito, Tinto, Village Whiskey, Garces Trading Company, JG Domestic, Volver, The Olde Bar, Buena Onda, Ortzi, a Spanish Basque-inspired restaurant, at the new LUMA Hotel Times Square and three restaurants, Okatshe, Olon and Bar Olon at Tropicana Atlantic City. Garces Restaurant Group, Inc. dba Garces Group sought Chapter 11 bankruptcy protection (Bankr. D. NJ Case No. 18-19054) on May 2, 2018, listing under $100,000 to $500,000 in assets and under $1 million to $10 million in liabilities. The petition was signed by John Fioretti, interim CEO. GARRETT PROPERTIES: June 20 Disclosure Statement Hearing -------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia will convene a hearing on June 20, 2018, at 1:30 p.m., to consider and act upon approval of the proposed Amended Disclosure Statement explaining Garrett Properties, LLC's Chapter 11 Plan. June 12, 2018 is set as the last day to file and serve any written objection to the proposed Third Amended Disclosure Statement. Judge Volk, in March, disapproved the Debtor's Second Amended Disclosure Statement following the objection raised by Huntington National Bank. The Debtor tried to resolve the Bank's objection by announcing in Court that it intends to surrender three real estate properties in favor of Huntington. Nevertheless, the Court denied the Second Amended Disclosure Statement and terminated the automatic stay with respect to the three properties. On May 11, the Debtor filed a Third Amended Disclosure Statement saying that it has undertook negotiations with Huntington's new counsel, which resulted to an agreed order, which resolved substantially all issues between the Debtor and the Bank. Under the Third Amended Disclosure Statement, Huntington will be paid $2,250 per month at 5.5% over 15 years, with a five-year balloon. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/wvsb15-20085-233.pdf About Garrett Properties Headquartered in Charleston, West Virginia, Garrett Properties, LLC, is a limited liability company. Since Aug. 17, 2004, the Debtor has been in the business of owning, holding and renting commercial and residential real estate. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Ronald G. Pearson presides over the case. James M. Pierson, Esq., at Pierson Legal Services, serves as the Debtor's bankruptcy counsel. GLYECO INC: Incurs $1.2 Million Net Loss in First Quarter --------------------------------------------------------- GlyEco, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.21 million on $3 million of net sales for the three months ended March 31, 2018, compared to a net loss of $1.11 million on $2.29 million of net sales for the three months ended March 31, 2017. As of March 31, 2018, GlyEco had $13.05 million in total assets, $10.11 million in total liabilities and $2.93 million in total stockholders' equity. GlyEco said "We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting the management of liquidity are cash flows generated from operating activities, capital expenditures, and acquisitions of businesses and technologies. Cash provided by financing continues to be the Company's primary source of funds. We believe that we can raise adequate funds through the issuance of equity or debt as necessary to continue to support our planned expansion." For the three months ended March 31, 2018 and 2017, net cash used in operating activities was $446,726 and $514,457 respectively. The decrease in cash used in operating activities is due to the significant period over period changes in accounts receivable, inventories and accounts payable and accrued expenses. For the three months ended March 31, 2018, the Company used $90,214 in cash for investing activities, compared to the $466,091 used in the prior year's period. These amounts were comprised of capital expenditures for equipment. For the three months ended March 31, 2018, net cash from financing activities was $823,286, which was comprised of $1,000,000 proceeds from a note payable, offset by payments made on other notes payable and capital lease obligations. For the three months ended March 31, 2017, the Company paid $22,353, in cash related to financing activities, primarily related to period debt payments. As of March 31, 2018, the Company had $2,656,627 in current assets, including $404,290 in cash, $1,146,652 in accounts receivable and $632,550 in inventories. Cash increased from $111,302 as of Dec. 31, 2017, to $404,290 as of March 31, 2018, primarily due to the timing of payments. As of March 31, 2018, the Company had total current liabilities of $5,259,762 consisting primarily of accounts payable and accrued expenses of $3,011,095, contingent acquisition consideration of $1,503,113, and the current portion of notes payable of $310,712. As of March 31, 2018, the Company had total non-current liabilities of $4,853,861, consisting primarily of the non-current portion of our notes payable and capital lease obligations. "The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2018, the Company has yet to achieve profitable operations and is dependent on our ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of this filing. "Our plans to address these matters include achieving profitable operations, raising additional financing through offering our shares of the Company's capital stock in private and/or public offerings of our securities and through debt financing if available and needed. There can be no assurances, however, that the Company will be able to obtain any financings or that such financings will be sufficient to sustain our business operation or permit the Company to implement our intended business strategy. We plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/2gSyVk About GlyEco, Inc. GlyEco, Inc. -- http://www.glyeco.com/-- is a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. The Company specializes in coolants, additives and complementary fluids. The Company's network of facilities, develop, manufacture and distribute products including a wide spectrum of ready to use anti-freezes and additive packages for the antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company is headquartered in Rock Hill, South Carolina. Glyeco incurred a net loss of $5.18 million for the year ended Dec. 31, 2017, compared to a net loss of $2.26 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Glyeco had $13.01 million in total assets, $9.14 million in total liabilities, and $3.86 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2017, has an accumulated deficit of $41,996,598 as of Dec. 31, 2017 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GNC HOLDINGS: Receives Stockholder Approval for Share Issuance -------------------------------------------------------------- GNC Holdings, Inc., announced that its stockholders approved the Company's proposal to issue convertible preferred shares to Harbin Pharmaceutical Group Holdings Co., Ltd. in connection with Hayao's $300 million strategic investment in the Company at the Company's Special Meeting of Stockholders, which reconvened on May 17, 2018. An aggregate of 44,121,445 shares, representing a majority of the shares outstanding and over 94% of the votes cast at the Special Meeting, were voted in favor of the Share Issuance Proposal. The transaction is subject to customary closing conditions, including receipt of all necessary regulatory and governmental approvals, and is expected to close in the second half of 2018. About GNC Holdings GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global specialty health, wellness and performance retailer. GNC connects customers to their best selves by offering a premium assortment of heath, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. This assortment features proprietary GNC and nationally recognized third-party brands. GNC's diversified, multi-channel business model generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of March 31, 2018, GNC had approximately 8,900 locations, of which approximately 6,700 retail locations are in the United States (including approximately 2,400 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries. GNC Holdings incurred a net loss of $148.85 million in 2017 and a net loss of $286.3 million in 2016. As of March 31, 2018, GNC Holdings had $1.52 billion in total assets, $1.70 billion in total liabilities and a total stockholders' deficit of $179.24 million. * * * In February 2018, S&P Global Ratings raised its corporate credit rating on the Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings Inc. to 'CCC+' from 'SD'. S&P also placed all ratings on CreditWatch with negative implications. "The upgrade reflects our view that GNC's maturity profile will improve upon completion of the proposed refinancing transactions," S&P said, as reported by the TCR on Feb. 16, 2018. The TCR reported on Feb. 27, 2018 that Fitch Ratings upgraded GNC Holdings, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B' from 'CCC' and removed the Rating Watch Evolving following the company gaining 87% lender consent to extend its credit facility's maturity by two years and make certain other amendments to the existing credit agreement. GRAHAM HOLDING: Moody's Assigns Ba1 Rating to Notes Due 2026 ------------------------------------------------------------ Moody's Investors Service affirmed Graham Holdings Company's ("Graham") Ba1 Corporate Family Rating and its Ba1-PD Probability of Default rating. The Speculative Grade Liquidity rating is unchanged at SGL-1. Moody's also assigned Ba1 rating on Graham's newly launched senior unsecured notes due in 2026, which will be used to repay 2019 maturing senior unsecured notes. Ratings on the 2019 notes will be withdrawn upon repayment. The rating outlook is revised to stable following completion of the transfer of Kaplan University assets to Purdue University Global, an Indiana non-profit public benefit corporation and expected de-minimus impact of this transfer on the company's operating earnings, offset by removal of higher education for-profit regulatory risk. "We expect Graham to remain prudent in managing expenses of its cyclical broadcast segment, while continuing to seek growth-focused acquisitions that would diversify its portfolio of businesses," Moody's said. Moody's took the following rating actions on Graham Holdings Company: -- Corporate Family Rating: Affirmed Ba1 -- Probability of Default Rating: Affirmed Ba1-PD -- $400 million senior notes due 2019: Affirmed Ba1 (LGD4) to be withdrawn -- $400 million senior notes due 2026: Assigned Ba1 (LGD4) Outlook revised to stable from negative RATINGS RATIONALE Moody's revised Graham's outlook to stable because the approved transfer of Kaplan University assets to Purdue University Global results in minimal impact to the company's operating performance, while improving operating margins of the remaining education segment assets and removing substantial regulatory risk. The transfer of Kaplan University assets to Purdue University Global represents an entry into a new business segment for Graham as an administrative services provider for higher education institutions, which it can subsequently market to other educational institutions. Graham continues to manage its cyclical broadcasting assets while investing in targeted acquisitions in business segments that it has exposure in, or that present a strong defensive growth opportunity for its increasingly diversified portfolio of businesses. Graham also maintains very good liquidity with a sizable cash and marketable securities balance that exceeds funded debt. Graham's Ba1 CFR reflects its moderate leverage, with weaker education segment offset by its secularly stronger broadcasting assets and growing manufacturing and services segment, which continues to be well diversified. Graham's two major business segments (education and broadcasting) make up the vast majority of EBITDA, however, the company continues to pursue diversifying acquisitions in manufacturing and services, and the contribution of these assets to Graham's bottom line continues to grow. While Moody's expects the company to benefit from its value enhancing and diversifying acquisitions, their operating income and cash flow contribution may not fully offset potential weaknesses in the larger business segments. These businesses generally operate within niche segments, have small scale, limited synergies and uncertain business risks since the types of operations and industries which Graham is targeting through acquisitions are somewhat open-ended. Graham currently has a conservative balance sheet with 2.8x gross debt-to-EBITDA (including Moody's standard adjustments) as of 3/31/2018 LTM and $820 million of cash, cash equivalents, and marketable securities. Moody's projects debt-to-EBITDA leverage to remain near 3x range over the next 12-18 months, with incremental deterioration in cash flow due to reduced cash flow contribution from the higher education segment, as well as incremental investments in real estate that the company will be making in its growing international education business. While the revised affiliate agreement reduces the earnings of Graham's broadcasting operations, the segment continues to generate positive free cash flow from its portfolio of seven television broadcast stations, which cater to local population within their markets. With the acquisition of Hoover Treated Wood Products, and pro-forma for transfer of Kaplan University assets, other businesses are estimated to contribute approximately 12% of the company's EBITDA, further broadening Graham's earnings stream. Moody's ratings incorporate the company's consistent track record for maintaining modest levels of debt and leverage and very good liquidity. Graham has very good liquidity with a $328 million cash balance (including restricted cash), $491 million in short-term marketable securities as of 3/31/2018, an undrawn $200 million senior unsecured revolver due 2020 (unrated), in process of being refinanced into a $300 million senior unsecured revolver due 2023 (unrated). Moody's projects approximately $80 million positive free cash flow over the next year, increasing to over $100 million in 2019. Following the notes and revolver refinancing, Graham will have no meaningful near term maturities. Moody's views the likelihood of an upgrade is low given the ongoing transition of the company away from many of its traditional operations with greater emphasis on a portfolio of smaller niche companies with uncertain business risk. In addition to Graham maintaining a conservative balance sheet with strong free cash flow, Moody's would need to gain comfort with the business risks of the portfolio and sustainability of operations in order to consider an upgrade. An inability to stabilize and grow earnings and free cash flow and sustain debt-to-EBITDA leverage below 3.5x (including Moody's standard adjustments) would likely lead to a downgrade. Ratings pressure could also occur if the company's very good liquidity position were to weaken or Moody's believes the underlying business risk of the asset portfolio is increasing. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. GRAHAM HOLDINGS: S&P Rates $400MM Senior Unsecured Notes 'BB+' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating and '3' recovery rating to Graham Holdings Co.'s (BB+/Stable/--) proposed $400 million senior unsecured notes due 2026. S&P said, "The '3' recovery rating indicates our expectation of meaningful recovery (50%-70%; rounded estimate: 65%) of principal in the event of a payment default. Our 'BB+' issuer credit rating on Graham Holdings is unchanged because we view this transaction as leverage-neutral." The company will use the proceeds from the new notes to refinance its existing $400 million 7.25% senior unsecured notes due in 2019. S&P expects the refinancing will extend the maturity date on the notes to 2026. RATINGS LIST New Rating Graham Holdings Co. Senior Unsecured $400 million notes due 2026 BB+ Recovery Rating 3 (65%) GREEN HORIZON: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Green Horizon Inc. pka Ixy Dixy Inc. PMB 363 1357 Ashford Ave San Juan, PR 00907 Business Description: Green Horizon Inc. is the fee simple owner of Blue Horizon Boutique Hotel located at State Road 996 km 4.3, La Hueca Sector, Puerto Real Ward, Vieques, Puerto Rico having an appraised value of 2.15 million. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-02811 Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com ccuprill@cuprill.com Total Assets: $2.57 million Total Liabilities: $19.71 million The petition was signed by John B. Dennis Brull, president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-02811.pdf GROM SOCIAL: Posts $1.09 Million Net Loss in Second Quarter ----------------------------------------------------------- Grom Social Enterprises, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.09 million on $2.03 million of sales for the three months ended March 31, 2018, compared to a net loss of $2.92 million on $1.70 million of sales for the three months ended March 31, 2017. As of March 31, 2018, Grom Social had $19.05 million in total assets, $12.04 million in total liabilities and $7.01 million in total stockholders' equity. At March 31, 2018, the Company had $406,850 in cash. During the three months ended March 31, 2018, net cash used in operating activities was $500,763 compared to net cash used of $24,928 during the same period in 2017. The increase of $475,835 in net cash used in operating activities is primarily attributable changes in operating assets of approximately $200,000, and a reduction of approximately $658,000 in common stock and fees exchanged for services offset by a decrease in operating loss, net of stock-based compensation of approximately $353,000. Net cash used in investing activities during the period ended March 31, 2018 increased approximately $114,000 compared to the same period in 2017 and is directly attributable to an increase in the purchase of fixed assets in the same amount. Net cash provided by financing activities was $683,260 for the three months ended March 31, 2018 compared to $65,000 for the same period in 2017. The increase in net cash provided by financing activities of $618,260 is primarily due to $671,760 in proceeds from convertible notes in 2018 compared to zero in the same period in 2017. "We have incurred annual losses since inception and expect we may incur additional losses in future periods. Additionally, as of March 31, 2018, excluding related party payables to our officers and principal shareholders which are not anticipated to be paid for the foreseeable future, we had a working capital deficit of $918,020. "We currently have a monthly consolidated cash operating loss of approximately $125,000 to $150,000, or approximately $1,800,000 per year. In order to fund our operations, we believe we will be required to raise approximately $2,000,000. As of the date of this Form 10-Q we have no commitment from any investment banker or other traditional funding sources and, while we have had discussions with various potential funding sources, we have no definitive agreement with any third party to provide us with financing, either debt or equity. The failure to obtain the financing necessary to allow us to continue to implement our business plan will have a significant negative impact on our anticipated results of operations. "We expect to reduce our monthly cash operating loss through improved profitability. There can be no assurance we will be successful. Historically we have successfully funded our losses through equity issuances, debt issuance and through officer loans. We expect to be able to continue to fund our operating losses in a similar manner and believe that we can secure capital on reasonable terms although there can be no assurances," the Company stated in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/VxLw7g About Grom Social Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- operates five subsidiaries, including Grom Social, a safe, social media platform for kids between the ages of five and 16. Since its beginnings in 2012, Grom Social has attracted kids and parents with the promise of a safe and secure environment where their kids can be entertained and can interact with their peers while learning good digital citizenship. The Company also owns and operates Top DrawAnimation, Inc., an award-winning animation company which produces animated content for Grom Social and other high-profile media properties such as Tom and Jerry, My Little Pony and Disney Animation's Penn Zero: Part-Time Hero. In addition, Grom Educational Services provides web filter services up to an additional two million children across 3,700 schools and libraries, and Grom Nutritional Services is in the process of creating a line of healthy nutritional supplements for children. Grom Social reported a net loss of $6.04 million in 2017 compared to a net loss of $10.71 million in 2016. As of Dec. 31, 2017, Grom Social had $19.04 million in total assets, $11.94 million in total liabilities and $7.10 million in total stockholders' equity. The report from the Company's independent accounting firm B F Borgers CPA PC, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. H & M CONCRETE: June 20 Plan Confirmation Hearing ------------------------------------------------- Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern District of Texas approved the disclosure statement explaining H & M Concrete Services, LLC's Chapter 11 plan of reorganization and fixed June 20, 2018, at 1:30 p.m., as the hearing to consider the confirmation of the Debtor's Plan. June 13 is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 Plan and the last day for filing and serving written objections to confirmation of the Plan. Class 8 (Unsecured Creditors) are impaired under the Plan and will receive their pro rata portion of payments made by the Debtor into the Class 8 Creditors Pool. The Debtor will make 60 monthly payments of $1,000 each commencing on the Effective Date. The Debtor will make distributions to the Class 8 Allowed Claims every 90 days commencing 90 days after the Effective Date. Based upon the Debtor's schedules, the Class 8 creditors will receive approximately 100% on their claims. Class 4 Claimants (Allowed Secured Claims of Ally) are impaired. The Debtor executed the following contracts with Ally prior to the Petition Date: * Contract # 1 -- a Motor Vehicle Installment Sales Contract dated December 19, 2015, in the original principal amount of $42,700.23 for the purchase of a 2016 Ford Mustang VIN 1FA6P8CF6G5245814. As of the Petition Date, the balance asserted owning under Contract #1 was $43,969.27. * Contract # 2 -- a Motor Vehicle Installment Sales Contract dated July 20, 2015, in the original principal amount of $55,047.64 for the purchase of a 2015 GMC Sierra VIN 1GD421C85FF622839. As of the Petition Date the balance asserted owning under Contract #2 was $53,621.45. * Contract # 3 -- a Motor Vehicle Installment Sales Contract dated July 20, 2015 in the original principal amount of $45,720.86 for the purchase of a 2015 GMC Sierra VIN 1GT12XEG9FF541776. As of the Petition Date the balance asserted owning under Contract #3 was $43,877.39. * Contract # 4 -- a Motor Vehicle Installment Sales Contract dated January 21, 2016 in the original principal amount of $51,599.30 for the purchase of a 2016 GMC Sierra VIN 3GTU2NEJ6GG154275. As of the Petition Date the balance asserted owning under Contract #4 was $50,796.26. The Debtor shall pay the amount owing as of the Petition Date on Contracts #1 to #4 in 72 equal payments with interest at the rate of 5% per annum commencing on the Effective Date. Ally will retain its lien on the Vehicle described in the Contracts until the time as it is paid in full in accordance with the terms of this Plan. The Debtor amended its Disclosure Statement to provide additional information regarding an agreed order entered into on or about December 22, 2017, between the Debtor and Ally. The agreement provided that the Debtor would make certain payments to Ally under Contracts #2, #3 and #4 or the automatic stay would be terminated and that the automatic stay with was terminated with respect to Contract #1. On January 30, 2018 Ally filed a Notice of Termination of Automatic Stay with respect the Contracts #2, #3 and #4. Ally has not sought to recover the vehicles under Contracts #1, #2, #3 and #4 and they remain property of the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-60532-78.pdf A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-60532-85.pdf About H & M Concrete Services, LLC H&M Concrete Services, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex. Case No. 17-60532) on July 21, 2017. Eric A. Liepins, Esq., at Eric A. Liepins, PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. HANS FUTTERMAN: Appointment of Chapter 11 Trustee Warranted ----------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York addresses a number of motions -- motion to appoint chapter 11 trustee, motions regarding confirmation of arbitration award, and motion for appointment of an independent manager or receiver for certain entities -- made in connection with the Chapter 11 case of debtor Hans Futterman, and also in connection with a number of adversary proceedings that were originally filed in the New York State court but that have been removed to the court. Judge Wiles holds that appointment of a chapter 11 trustee is warranted but the appointment of an independent manager or receiver for certain entities is not necessary as of now. The decision on the confirmation of the arbitration award is on hold until after the arbitrator clarifies his ruling. Mr. Futterman was the owner of 100% of the interests in an entity known as Ladera Parent LLC, a New York limited liability company. Ladera Parent LLC, in turn, was the owner of 100% of the limited liability company membership interests in Ladera, LLC, which is also a New York limited liability company. Ladera, LLC owned real property at 300 West 122nd Street in New York that it hoped to develop. It borrowed money from a lender named RWNIH-DL 122nd Street 1 LLC ("RWN"). Mr. Futterman contends that the Court should defer consideration of the RWN motion for appointment of a trustee until after the Court decides, on the merits, whether RWN actually owns a guarantee claim against Mr. Futterman. He contends that if the deficiency claim is defeated, then RWN would no longer be a party in interest who would have standing to seek the appointment of a trustee. However, section 1104 of the Bankruptcy Code provides that a request for appointment of a trustee may be made by any party in interest. The term "party in interest" is not defined in the Bankruptcy Code, but there is nothing in the way that term is used in the Bankruptcy Code that suggests that it is limited to persons who hold undisputed claims. In connection with its motion, RWN primarily relies on certain findings made by the arbitrator. The arbitration resolved a number of disputes with respect to the development of the 2280 property and the operation of the relevant entities, including allegations of fraud, deceit, breach of fiduciary duty, mismanagement, and/or failure to keep accurate books and records. Findings that were made in the arbitration and that have not been challenged are adverse to Mr. Futterman and are binding on him. They establish that Mr. Futterman, while acting in a fiduciary capacity, engaged in deliberate abuses of his authority for the purpose of injuring the persons whose interests he was obligated to protect. They also establish that he misused assets of the relevant entities for his personal purposes in violation of fiduciary standards. These findings constitute more than clear and convincing evidence of wrongful behavior. The findings made by the arbitrator make clear that Mr. Futterman has abused such positions in the past and that he cannot be entrusted with those responsibilities in these cases. It is plain too, that Mr. Futterman does not have the confidence of his main creditors. The Court finds that these facts, taken together, constitute cause for the appointment of a trustee under section 1104(a)(1) or alternatively that they constitute reasons why the appointment of a trustee is in the best interests of creditors under section 1104(a)(2). On the competing motions regarding the arbitration award, USHA SoHa Terrace, LLC asked the Court to confirm the arbitration award in its entirety. Mr. Futterman and his entities argue that some parts of the decision and award should be confirmed, but that in certain respects, the arbitrator exceeded his authority and acted contrary to law. Unable to decide on this matter because of the arbitrator's questionable award ruling, the Court asks the arbitrator to clarify the award in several respects, including the applicability of the New York Liability Company Law. The Court wants the arbitrator to clarify what he has ordered and the scope of the rulings he has already made. On the motion for the appointment of an independent manager or a liquidator or receiver under New York law, the Court believes that the better course, at this point, would be to wait until a trustee has been appointed in Mr. Futterman's bankruptcy case, and until a trustee has taken charge of RGS Holding, LLC and the other entities, in order to determine how the trustee wishes to manage those entities' properties and what relief the trustee wishes to pursue as to those entities. However, the Court continues to hold out hope that the other members of SoHa Terrace ought to be able to reach reasonable agreements with the trustee as to the management and affairs of those entities, and the Court will not foreclose that possibility by appointing a third-party liquidator or receiver at this time. A full-text copy of the Court's Decision dated May 9, 2018 is available at: http://bankrupt.com/misc/nysb17-12899-143.pdf Attorneys for Debtor: Scott S. Markowitz, Esq. Robert A. Wolf, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway New York, NY 10018 smarkowitz@tarterkrinsky.com rwolf@tarterkrinsky.com Attorneys for RWNIH-DL 122nd Street 1 LLC: P. Bradley O'Neill, Esq. Adam C. Rogoff, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 boneill@kramerlevin.com arogoff@kramerlevin.com Attorney for USHA SoHa Terrace, LLC: Brendan C. Kombol, Esq. RICHARD L. YELLEN & ASSOCIATES, LLP 111 Broadway 11th Floor New York, NY 10006 Attorney for Ventures SoHa LLC: Adam H. Friedman, Esq. OLSHAN FROME WOLOSKY 1325 Avenue of the Americas New York, NY 10019 afriedman@olshanlaw.com Attorney for the Office of the United States Trustee: Brian S. Masumoto, Esq. OFFICE OF THE UNITED STATES TRUSTEE 201 Varick Street0020 Room 1006 New York, NY 10014 Hans Futterman filed a Chapter 11 Petition (Bankr. S.D.N.Y. Case No. 17-12899) on October 17, 2017. He is represented by Joel Shafferman, Esq., of Shafferman & Feldman, LLP. HARBORSIDE ASSOCIATES: May Use Cash Collateral Until May 31 ----------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has entered a sixth interim order authorizing Harborside Associates, LLC, to use any cash collateral, including rental proceeds, in accordance with the budget, commencing May 1, 2018 through May 31, 2018. The Court recognized that the use of cash collateral for tax payments and U.S. Trustee fee payments identified in the Budget is necessary to prevent irreparable harm to the estate. The Budget for May 2018 provides total monthly expenses of $19,939. As of the Petition Date, Sioux, LLC alleges a first priority secured claim against certain real property owned by the Debtor and located at 946 Ferry Boulevard, Stratford, Connecticut, including the rents arising therefrom. In exchange for the preliminary use of cash collateral by the Debtor, Sioux, LLC is granted replacement and/or substitute liens in post-petition cash collateral, and such replacement liens will have the same validity, extent, and priority that Sioux possessed such liens on the Petition Date. The liens of Sioux, LLC and any replacement thereof pursuant to the Sixth Interim Order, and any priority to which Sioux, LLC may be entitled or become entitled under Section 507(b) of the Bankruptcy Code, will be subject and subordinate to a carve-out of such liens for amounts payable by the Debtor under Section 1930(a)(6) of Title 28 of the United States Code. A further hearing on the continued use of cash collateral has been scheduled for June 5, 2018 at 10:00 a.m. A copy of the Sixth Interim Order is available for free at: http://bankrupt.com/misc/ctb17-50749-130.pdf About Harborside Associates Harborside Associates, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), owns real property located at 946 Ferry Boulevard, Stratford, Connecticut. Harborside Associates first sought bankruptcy protection (Bankr. D. Conn. Case No. 11-50738) on April 12, 2017. Harborside Associates filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50749) on June 28, 2017. In the petition signed by Luciano Coletta, duly authorized member of Hermanos, LLC, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Julie A. Manning presides over the case. Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves as bankruptcy counsel to the Debtor. HN3 LLC: Hires Joel M. Aresty PA as Attorney -------------------------------------------- HN3, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida, to hire Joel M. Aresty of the law firm of Joel M. Aresty, P.A. as attorneys. Professional services Joel Aresty will render are: a. give advice to the debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the debtor with respect to its responsibilities in complying with the U.S. trustes's Operating Guidelines and Reporting Requiremetns and with the rules of the Court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the cse; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. The Debtor could not pay prepetition retainer and the filing fee in this case, and Abdul "Ray" Mukati, owner, has therefore been asked and agreed to contribute retainer from outside the estate of the Debtor going forward. Joel M. Aresty attests that neither he nor the firm represent any interest adverse to the debtor, or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The counsel can be reached through: Joel M. Aresty Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde, Fl 33715 Phone: 305-904-1903 Fax: 800-899-1870 Email: Aresty@Mac.com About HN3 LLC Based in Miami, Florida, HN3, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14260) on April 11, 2018, listing under $1 million in both assets and liabilities. The Debtor is represented by Joel M. Aresty, P.A. as counsel. The case is assigned to Judge Laurel M Isicoff. HOUSE OF FLOORS: Wants Access to Bank United Cash Collateral ------------------------------------------------------------ House of Floors of Palm Beach Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida to authorize its use of the cash collateral on which Bank United, N.A., holds a first priority lien. As of the filing date, the Debtor is indebted to Bank United in the principal amount of $737,322, secured by substantially all of Debtor's assets. The Debtor asserts that the collateral that secures the loan is valued at over $1,096,619 and consists of cash, accounts receivable, inventory, machinery and equipment. In order (i) to adequately protect Bank United in connection with the Debtor's use of the cash collateral, and (ii) to provide Bank United with additional adequate protection in respect to any decrease in the value of its interests in the collateral resulting from the stay imposed under Section 362 of the Bankruptcy Code or the use of the Collateral by the Debtor, the Debtor would offer a monthly payment of $5,334 to Bank United, as adequate protection of the Bank United's lien. The Debtor grants Bank United a valid, binding, enforceable, non-avoidable and perfected post-petition security interest and lien in, to and against all of the Debtor's assets, to the same extent that Bank United held a properly perfected prepetition security interest in such assets, which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date. The Replacement Liens will be in addition to any security interest, liens or rights of setoff existing in favor of Bank United on the Petition Date, and will secure all amounts due to Bank United. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb18-15236-4.pdf About House of Floors of Palm Beach House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/ -- provides floor covering installations and cleaning services to both the commercial and residential industries. The Company is based in Boca Raton, Florida. House of Floors filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition signed by Donald Brodsky, president, the Debtor disclosed $1.09 million in total assets and $1.73 million in total debt. The case is assigned to Judge Mindy A Mora. The Debtor is represented by Robert C. Furr, Esq. at Furr & Cohen. IFM COLONIAL: Fitch Affirms Long-Term IDR at BB+, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed IFM (US) Colonial Pipeline 2 LLC's (IFM Colonial) Long-Term Issuer Default Rating (IDR) at 'BB+' and the senior secured notes rating at 'BBB-'. The senior secured notes have a Recovery Rating of 'RR1' indicating outstanding recovery prospects in the event of a default. The notes are secured by a first priority security interest in a debt service reserve account which holds cash, the receipt account which holds cash received from Colonial Pipeline Company (Colonial), and all of IFM Colonial's shares in Colonial. Fitch's rating action affects $250 million of long-term debt. The 'BBB-'/'RR1' rating for IFM Colonial's senior secured notes reflects its substantial collateral coverage and outstanding recovery prospects in a distressed scenario. The Rating Outlook remains Stable. The ratings are supported by dividends from Colonial's stable, FERC-regulated operations that provide solid cash flows and relatively predictable dividends to its owners, including IFM Colonial. Furthermore, IFM Colonial's rating is supported by its debt service reserve cash account which currently holds six months of interest payments to service the secured IFM Colonial notes. Concerns include cash flow concentration from a non-controlling, minority interest in Colonial, which is a single-asset pipeline company that is exposed to regulatory, economic, and operating risk. KEY RATING DRIVERS Minority Interest in Colonial: The primary rating concern for IFM Colonial is that its sole source of cash flow is quarterly dividend payments from a non-controlling, minority interest in Colonial. However, some of this concern is lessened because each of Colonial's five ultimate owners is entitled to appoint one of the five directors to Colonial's board. A supermajority requirement of a 75% shareholder vote for asset sales and the issuance of debt greater than one year also lessen the concerns. Shareholders have the right of first refusal on any stock sales. IFM Colonial's limited control of Colonial is further balanced by the nature of the pipeline's other owners, which are either long-term investment companies or subsidiaries of major oil & gas companies. These companies and their ownership interest in Colonial are as follows: --Koch Capital Investments Co. LLC (28.09%); --KKR-Keats Pipeline Investors LP (23.44%); --Caisse de depot et placement du Quebec (16.55%); --Shell Pipeline Co. LP and its affiliates (16.12%); --IFM Colonial (15.8%). Cash Flow Concentration: Concerns include cash flow concentration from a non-controlling, minority interest in Colonial. Colonial is a single-asset pipeline company which is exposed to a greater amount of regulatory, economic, and operational risk than a company that is more diverse in its scale of business. As evidenced in previous years, isolated incidents such as a pipeline explosion or a weather event can prompt a pipeline shutdown and cause operational disruption, which can negatively impact Colonial financially as a result. Predictable Dividends: Colonial's FERC-regulated tariffs and high utilization rates have generated robust cash flows. EBITDA margins have averaged over 50% the past five years. Overall, management has prudently managed the balance sheet and dividends. Between 2014 and 2017, Colonial has paid dividends in the range of $285 million and $360 million. Fitch expects Colonial to continue the payment of relatively predictable quarterly dividends to its shareholders, including IFM Colonial, over the next few years. Fitch notes that Colonial pipeline has historically operated a lower leverage relative to some its peers. In April 2018, Colonial issued $550 million senior unsecured notes to primarily finance its growth projects. Following the transaction, Fitch expects Colonials leverage to rise in the near term. Fitch also expects Colonial to utilize more debt financing to fund its future growth projects and maintenance capex. While Fitch does not view that a slightly more aggressive capital structure of Colonial pipeline will pose an imminent concern for IFM Colonial, Fitch notes that Colonial's leverage uptick could pressure its liquidity profile in the event of an operational disruption, which could impair cash flow to IFM. Offsetting some of the concerns associated with Colonial's weakening credit metrics is that successful execution of its growth projects could provide greater accretive cash flow for Colonial and its owners such as IFM Colonial in future years, provided that Colonial's main pipeline segment remains stable. Strong Market Position: IFM Colonial benefits from Colonial's key position as the leading shipper of refined liquid petroleum products in the Southeast, Mid-Atlantic and Northeast. It is the largest refined liquid petroleum products pipeline in the U.S., and the lowest cost method of moving refined product from the Gulf Coast to the East Coast. Overall, Fitch expects market conditions to remain favorable for Colonial supported by stable refined products demand across key markets, with refinery production remains limited in the East Coast. Debt Service Reserve Account: The secured notes have a debt service reserve account, which holds cash to meet at least the next six months of interest expense payments. Currently, the account has cash for six months of debt service ($8 million) since the debt service coverage ratio is above 2.0x. The account's reserves would increase to meet at least the next 12 months and 24 months of interest expense if IFM Colonial's interest coverage ratio drops below 2.0x and 1.25x, respectively. DERIVATION SUMMARY There is no direct comparable for IFM Colonial within Fitch's midstream coverage universe considering IFM's sole source of cash flow is its quarterly dividend payments from a non-controlling, minority interest in Colonial Pipeline. However, one risk that Fitch considers in IFM's ratings is its structural subordination risk given its cash flow structure. Williams Companies (WMB, BB+/Rating Watch Positive) is similar to IFM in its relationship to structural subordination risk, although in most other respects the two companies are dissimilar. WMB has lower standalone leverage at 2.5x and is much more diversified compared to IFM, as well as having more operational control of its cash flow providing entities. However, Fitch views that IFM has much higher credit quality of the underlying cash flows when comparing Colonial Pipeline and Williams Partners. Southern Natural Gas pipeline (BBB+/Stable) is also rated on a standalone basis like IFM Colonial and has a similar leverage profile, but is not subject to the structural subordination or minority interest that is considered in IFM's ratings. However, Southern Natural Gas has a different ownership structure and is smaller in size (by EBITDA) compared to Colonial. Sabal Trail Transmission (BBB+/Stable) is another higher rated name that is considered on a standalone basis. In Fitch's views, Sabal has greater weighted average shipper quality than both Colonial and SoNat, but higher leverage than both of these companies. Relative to IFM, Sable Trail is also not subject to the structural subordination or minority interest factors considered in IFM's ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer --Steady growth in IFM's cash flow in forecast years driven by greater dividend distribution from Colonial Pipeline; --No debt issuance assumed in the forecast years; --IFM's interest coverage is projected to remain strong requiring the debt service reserve account to hold six months of debt service coverage over the forecasted years which extend through FY20. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action --Positive rating action is not viewed as likely given the structure of the issuer which limits the current rating. Developments That May, Individually or Collectively, Lead to Negative Rating Action --Changes in the structure of IFM Colonial which results in a weakened credit profile; --Significant operational issues at Colonial which reduce operating cash flow and cash available for shareholders; --Dividends cut from Colonial which would reduce the debt service coverage ratio; --Debt service coverage ratio below 2.0x for a sustained period of time. INGERSOLL FINANCIAL: Taps BMC Group Inc as Noticing Agent --------------------------------------------------------- Ingersoll Financial, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, to employ BMC Group, Inc. as noticing agent. Services BMC will perform as noticing agent are: a. assist the Debtor in mailing all required notices in this case; b. assist the Debtor and its counsel with the administrative management of notice data; c. within seven business days after the service of a particular notice, transmit to Debtor's counsel a certificate or affidavit of service that includes (i) a copy of the notice served; (ii) a list of persons upon whom the notice was served, along with their addresses; and (iii) the date and manner of service; d. comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; e. promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and f. provide such other noticing and related administrative services as may be requested from time to time by the Debtor. BMC's hourly rates are: Administrative Support $25 Case Support Associates $65 Technology/Programming $85 Analysts $100 Consultants $135 Project Manager $175 Principal/Executive Charges waived for this case Tinamarie Feil, president of client services of BMC Group, attests that BMC neither holds nor represents any interest adverse to the Debtor or its estate on matters for which BMC is to be retained; has no prior connection with the Debtor, its creditors or any other party in interest; and is a "disinterested" person as such term is defined in section 101(14) of the Bankruptcy Code. The agent can be reached through: Tinamarie Feil BMC Group, Inc. 600 1st Avenue, Suite 300 Seattle, WA 98104 Phone: 206-516-3300 Fax: 206-516-3304 About Ingersoll Financial Headquartered in Orlando, Florida, The Ingersoll Group -- http://www.theingersollgroup.com/-- is a national private investment organization founded by Keith Ingersoll 12 years ago. The Group's investments are concentrated in a few primary sectors, including: real estate, sports management, business networking, digital enterprise, finance, hospitality and land development. The Ingersoll Group filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07077) on Nov. 7, 2017. In the petition signed by Keith R. Ingersoll, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Frank M. Wolff, Esq., at Frank Martin Wolff, P.A., is the Debtor's bankruptcy counsel. JADE INVESTMENTS: Wilmington Bid to Dismiss Chapter 11 Case Junked ------------------------------------------------------------------ Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia denied creditor Wilmington National Trust, N.A.'s motion to dismiss Jade Investments, LLC's chapter 11 case. Wilmington requested a section 1112(b) dismissal because the "case [can] not possibly achieve any legitimate objective of chapter 11, since the Debtor has no valid reorganizational purpose in this filing," and because"[t]he Debtor filed the Petition in bad faith solely to frustrate [Wilmington] from exercising its legal rights." Specifically, Wilmington argued that the case should be dismissed based on bad faith because it is essentially a two-party dispute over a single asset which could be adjudicated in state court. Wilmington further alleged in an additional filing that cause exists to dismiss the case because Jade's principals used a certain amount of cash collateral without authorization. At the evidentiary hearing, Wilmington requested that the Court take judicial notice of Jade's schedules and Monthly Operating Reports (specifically, the March 2018 Report), but did not produce any witnesses or enter any further evidence into the record. In response, Jade asserted that this is not a "single asset" case, inasmuch as it owns seventeen rental units spread over thirteen pieces of property in Raleigh County, West Virginia. Jade's principals argued that a legitimate prospect for reorganization exists inasmuch as they are considering selling the properties. The Court finds that Wilmington has made no showing of subjective bad faith or objective futility on the part of Jade or its principals. Wilmington also defaulted on its burden, offering only the March 2018 Monthly Operating Report and Jade's schedules. Additionally, the record reflects Jade has a potentially viable plan and timetable to achieve a successful sale within this chapter 11 case. Moreover, Jade is producing revenue in an amount nearly sufficient to pay Wilmington according to the parties' bargain. The Court thus lacks any basis to peremptorily dismiss the case based on the current record. A full-text copy of the Court's Memorandum Opinion and Order dated May 1, 2018 is available at: http://bankrupt.com/misc/wvsb5-18-50025-82.pdf About Jade Investments Jade Investments, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-50025) on Feb. 6, 2018. In the petition signed by Joshua Conaway, member, the Debtor estimated assets and liabilities of less than $1 million. Judge Frank W. Volk presides over the case. Caldwell & Riffee is the Debtor's counsel. JDHG LLC: Case Summary & 6 Unsecured Creditors ---------------------------------------------- Debtor: JDHG LLC PMB 363 1357 Ashford Ave San Juan, PR 00907 Business Description: JDHG LLC owns hotel furniture and fixtures at Wind Chimes Inn located in San Juan, Puerto Rico and boat bar equipment valued at $65,255 in total. The Company has accounts receivable of $4.6 million. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 18-02810 Judge: Hon. Mildred Caban Flores Debtor's Counsel: Charles Alfred Cuprill, Esq. CHARLES A. CUPRILL, PSC LAW OFFICES 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com ccuprill@cuprill.com Total Assets: $4.67 million Total Liabilities: $19.24 million The petition was signed by John B. Dennis Brull, president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-02810.pdf LE CENTRE ON FOURTH: Delays Plan to Continue Settlement Discussions ------------------------------------------------------------------- Le Centre on Fourth LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive period within which the Debtor may file a plan through and including July 25, 2018, and extending the time within which the Debtor may solicit acceptances to its plan through and including Sept. 25, 2018. The Debtor requests this extension of the exclusive period to provide it with additional time to continue the settlement discussions among the parties while preserving the Debtor's exclusivity to file and solicit acceptances to a plan. The Debtor relates that on Nov. 15, 2017, Al J. Schneider Company and 501 Fourth Street, LLC filed their Motion to Dismiss Case or In the Alternative to Transfer Venue to The Western District of Kentucky. At the conclusion of the evidentiary hearing on the Motion to Dismiss, the Court took the Motion to Dismiss under advisement. While the Motion to Dismiss was pending, the Court ordered the Debtor not to advance the marketing or sale of the Property, and limited the scope of services GlassRatner Advisory & Capital Group, LLC and the Debtor's Co-Chief Restructuring Officers are to provide pending an adjudication of the Motion to Dismiss. On Feb. 28, 2018, the Court entered an order denying the Motion to Dismiss in all respects. Following entry of the Order, the Debtor initiated preliminary discussions with U.S. Bank, National Association, the Debtor's senior secured lender; Stonehenge Community Development LX, LLC; Stonehenge Community Development LXVIII, LLC; Stonehenge Community Development LVI, LLC; and Master Tenant, the holders of approximately $30 million of subordinated secured indebtedness, regarding the terms of a plan of reorganization, which may include a sale of the Property. The Debtor's counsel has also had discussions with counsel for the Movants and counsel for Bachelor Land Holdings, LLC regarding the Debtor's intention to file a plan of reorganization, or other alternatives to resolving the Chapter 11 Case. The foregoing discussions resulted in the parties’ agreement to participate in mediation with aim of resolving this case. On March 28, 2018, the Court entered an Agreed Order which, inter alia, (a) extended through May 25, 2018 the period during which only the Debtor may file a plan of reorganization; (b) extended through July 25, 2018 the period during only which the Debtor can solicit acceptances to a plan; and (c) referred the case to mediation. The parties participated in a two day in person mediation before Judy Thompson, Esq. While the parties did not reach a definitive agreement at during their time together, the parties extended the mediation process and continued their settlement discussions. As of May 16, 2018, the settlement discussions are ongoing and the mediation process has been extended by consent of the parties. The Debtor submits that cause exists for the extension requested herein, more specifically: (a) This is case involves over $60 million of secured indebtedness. The Debtor enjoys the benefit of approximately $12 million in Federal Historic Tax Credits and approximately $7.0 million of New Market Tax Credits. The Tax Credits have not burned off and are subject to recapture. Avoiding a recapture, and the attendant tax liability, is a paramount interest of the Debtor and its stakeholders. Therefore, any plan, sale or refinancing of the Property must take into consideration the Tax Credits and avoidance of a recapture; (b) The Debtor is generally paying its post-petition debts as they come due; (c) The Debtor is in compliance with all of the operating guidelines of the United States Trustee; (d) The Debtor believes that a viable plan will be filed; (e) The Debtor seeks this extension of exclusivity in good faith, not to pressure or otherwise prejudice the rights of any of its creditors or any party-in-interest; (f) This case has been pending for approximately seven months, although a meaningful part of that time was devoted to discovery and the trial of the Motion to Dismiss and, more recently, to the mediation process; and (g) This is the second request for extension of exclusivity. About Le Centre on Fourth Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC, is the holder of the majority of the issued and outstanding units of membership interest of the company. Le Centre on Fourth filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23632) on Nov. 10, 2017, estimating its assets and liabilities at between $50 million and $100 million each. CRO Ian Ratner signed the petition. Judge Raymond B. Ray presides over the case. The Debtor tapped the Law Firm of Berger Singerman LLP as its legal counsel; the Law Office of Mark D. Foster, as special tax counsel; and GlassRatner Advisory & Capital Group, LLC, as its restructuring advisor. LONGFIN CORP: Delays Filing of Quarterly Report on Form 10-Q ------------------------------------------------------------ Longfin Corp filed a Form 12b-25 with the Securities and Exchange Commission notifying that it will delayed in filing its quarterly report on Form 10-Q for the period ended March 31, 2018, as the company is in the process of preparing and reviewing its financial information. "The process of compiling and disseminating the information required to be included in the Form 10-Q for the relevant fiscal quarter, as well as the completion of the required review of the Registrant's financial information, could not be completed without incurring undue hardship and expense. The Registrant undertakes the responsibility to file such quarterly report no later than five days after its original due date," the Company stated in the SEC filing. Longfin expects to report a lower net loss for the current period results of operations of approximately $(7.0) million as compared to approximately $(26.0) million in the prior year period, due to one-time compensation expenses incurred in the 2017 period. The Company notes that current period results are not directly comparable with the previous year as the prior year period includes results of operations from and after inception on Feb. 1, 2017. About Longfin Longfin Corp (LFIN) is a US-based, global finance and technology company ("FINTECH") powered by artificial intelligence (AI) and machine learning. The Company, through its wholly-owned subsidiary, Longfin Tradex Pte. Ltd, delivers FX and alternative finance solutions to importers/exporters and SME's. Ziddu.com owned by the company is the only marketplace for smart contracts on the Ethereum blockchain. Ziddu Ethereum ERC20 blockchain Token uses a technology stack in which Smart Contracts run in distributed virtual machines, intended to provide solutions to warehouse / international trade financing, micro-lending, FX OTC derivatives, bullion finance, and structured products. Currently, the company has operations in Singapore, Dubai, New York and India. For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017, Longfin incurred a net loss of $26.36 million. As of Dec. 31, 2017, Longfin had $178.25 million in total assets, $39.29 million in total liabilities and $138.96 million in total stockholders' equity. The report from the Company's independent accounting firm CohnReznick LLP, in Roseland, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has limited operating history and the continuation of the Company as a going concern is dependent upon the ability of the Company to obtain financing and the attainment of profitable operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Securities and Exchange Commission had obtained a court order freezing more than $27 million in trading proceeds from allegedly illegal distributions and sales of restricted shares of Longfin Corp. stock involving the company, its CEO, and three other affiliated individuals. A federal judge in Manhattan unsealed the SEC's complaint on April 6, 2018. Longfin announced in a press release dated April 24, 2018 that on April 23, 2018, Judge Denise L. Cote vacated the Temporary Restraining Order Freezing Assets and Granting Other Relief, which was entered on April 4, with respect to LongFin Corp. and Venkat Meenavalli. The Securities and Exchange Commission requested that the Court vacate the order with respect to LongFin and Mr. Meenavalli, which was consistent with the SEC's position before the Court on Friday, April 20, 2018. Longfin Corp. received a notice on April 18, 2018, from the NASDAQ Stock Market LLC, indicating that the Company does not comply with the NASDAQ Listing Rule 5250(c)(1) due to the Company not having included the signatures of a majority of the members of its Board of Directors in its Annual Report on Form 10-K for the year ended Dec. 31, 2017 that it filed with the SEC on April 2, 2018. M & M CAPITAL: Taps Timothy Zearfoss as Legal Counsel ----------------------------------------------------- M & M Capital Investments, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire the Law Offices of Timothy Zearfoss 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. Zearfoss will charge $250 per hour for legal services rendered out of court and $300 per hour for in-court legal services. The firm received an advance retainer in the sum of $10,000 from the Debtor prior to the Petition Date. Timothy Zearfoss, Esq., disclosed in a court filing that he does not represent any interests adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Timothy Zearfoss, Esq. Law Offices of Timothy Zearfoss 143-145 Long Lane Upper Darby, PA 19082 Phone: (610)734-7001 About M & M Capital Investments M & M Capital Investments, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-12641) on April 19, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Eric L. Frank presides over the case. MAC CHURCHILL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mac Churchill, Inc. d/b/a Mac Churchill Acura 3125 N.E. Loop 820 Fort Worth, TX 76137 Business Description: Mac Churchill, Inc. -- https://www.macchurchill.com -- is a family- owned and operated dealership offering new and pre-owned vehicles. The company serves Denton, Arlington, Dallas, Irving, and Grapevine drivers from its Fort Worth, Texas location. Mac Churchill also provides a number of complimentary services, including a first-time oil change for new car buyers, shuttle transportation within five miles, and a loaner vehicle for repairs over two hours. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 18-41988 Judge: Hon. Mark X. Mullin Debtor's Counsel: John Y. Bonds, III, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Thockmorton Street, Suite 1000 Ft. Worth, TX 76102-5304 Tel: 817-405-6903 Fax: 817-405 6902 Email: john@bondsellis.com - and - Joshua N. Eppich, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton St., Suite 1000 Fort Worth, TX 76102 Tel: 817-405-6905 Fax: 817-405-6902 Email: Joshua@BondsEllis.com - and - Brandon J. Tittle, Esq. BONDS ELLIS EPPICH SCHAFER JONES LLP 420 Throckmorton Street, Suite 1000 Fort Worth, TX 76102 Tel: 817-405-6900 Fax: 817-405-6902 Email: brandon.tittle@bondsellis.com Debtor's Special Litigation Counsel: KELLEY HART & HALLMAN, LLP Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mac N. Churchill, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-41988.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ All Star Auto Trade Debt $33,325 American Express Trade Debt $80,419 Autonation Trade Debt $7,437 Cargurus LLC Trade Debt $21,200 Cars.com, LLC. Trade Debt $23,985 Certified Drivers LLC Trade Debt $6,940 Dealer Industries Inc. Trade Debt $10,254 Dealer Socket Trade Debt $15,707 Edmunds Com, Inc. Trade Debt $7,333 Federal Express Trade Debt $14,052 Frank Kent Collision Center Trade Debt $22,961 Gateway Tire Of Trade Debt $20,743 Texas, Inc. Hudson Energy Trade Debt $8,083 Kelly Hart & Hallman LLP Trade Debt $103,343 Mac Churchill Automall Trade Debt $250,950 3737 Airport Freeway Bedford, TX 76021 Marketpro3 Tvi Inc. Trade Debt $7,510 NDS Leasing Trade Debt $12,804 Open Dealer Exchange LLC Trade Debt $8,520 Taylor Oil Company Trade Debt $24,001 Weaver and Tidwell, LLP Trade Debt $10,690 MAMMOET-STARNETH: Exclusive Filing Period Extended to Nov. 27 ------------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Mammoet-Starneth LLC, has extended the Exclusive Periods for the Debtor to file and solicit acceptances of a chapter 11 plan through and including Nov. 27, 2018, subject to New York Wheel Owner LLC's right to terminate the Exclusive Periods upon the occurrence of a Termination Event as defined in the Settlement Order. As reported by the Troubled Company Reporter on April 10, 2018, the Debtor asked the Court to extend the exclusive filing period for 110 days from April 12 through and including Aug. 1, 2018, and the exclusive solicitation period for approximately 110 days from June 11 through and including Sept. 30, 2018. The Debtor related that in approximately four months since the Petition Date, it has made significant progress in this chapter 11 case. Specifically, on the Petition Date, the Debtor filed, among other things, a motion seeking approval of the Debtor's postpetition financing ("DIP Financing Motion"); a motion seeking authority and approval to reject certain executor contracts ("Rejection Motion"); and motion to establish deadline to file proofs of claim ("Bar Date Motion"); and on December 15, 2017, the Debtor filed a motion seeking approval of the bidding procedures for the sale of certain property under Section 363 ("Bidding Procedures Motion"); a Plan of Liquidation; a Disclosure Statement with respect to the Plan; and a motion seeking approval of the Disclosure Statement. New York Wheel Owner LLC ("NYWO") filed an objection to the DIP Financing Motion, as well as to the Rejection Motion. A hearing was scheduled regarding the Bidding Procedures Motion, the Rejection Motion and the Disclosure Statement Motion for Jan. 25, 2018. However, on Jan. 18, 2018, NYWO filed its Motion to Dismissing the Debtor's Chapter 11 case, and the Court adjourned the hearing on the Bidding Procedures Motion, the Rejection Motion and the Disclosure Statement Motion until resolution of the Motion to Dismiss. The Court heard the Motion to Dismiss on March 5 and March 27, 2018. As a result of the adjournment of the Debtor's motions until resolution of the Motion to Dismiss, the Debtor has been unable to proceed with obtaining approval of the Disclosure Statement and seeking confirmation of the Plan. NYWO's has thus delayed the Debtor's ability to move forward expeditiously with the Plan, despite the fact that the Debtor filed the Plan on Dec. 15, 2017 -- just 2 days after the Petition Date. Considering that the parties participated in mediation and have engaged in good faith negotiations in an attempt to reach a settlement, the Debtor said that extending the exclusive periods will therefore preserve the status quo which will allow the Debtor to modify the currently filed Plan if it determines to do so. Further, the Debtor believed that the requested extensions will give the Debtor full and fair opportunity to continue negotiating with the relevant parties regarding the Plan, seek approval of the Disclosure Statement, and eventually complete its solicitation and confirmation process without the distraction, cost and delay of a competing plan. About Mammoet-Starneth Mammoet-Starneth, LLC, a company based in Wilmington, Delaware, designs and constructs giant observation wheels and structures. Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12925) on Dec. 13, 2017. In the petition signed by manager Christiaan Lavooij, the Debtor estimated assets and liabilities of $100 million to $500 million. Laurie Selber Silverstein is the case judge. The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as its co-counsel. William Henrich, CRO, at Getzler Henrich & Associates, LLC, serves as the Debtor's restructuring advisor. Rust Consulting/Omni Bankruptcy as its balloting agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. On Dec. 15, 2017, the Debtor filed its proposed Chapter 11 plan of liquidation. MATTEL INC: S&P Affirms 'BB-' Rating on $1.5BB Notes Due 2025 ------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating on Mattel Inc.'s planned aggregate $1.5 billion 6.75% senior unsecured guaranteed notes due 2025 (which includes the company's announced $500 million add-on to the original $1 billion issuance). S&P said, "The '3' (capped) recovery rating on the notes remains unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The proposed $500 million add-on and the original $1 billion notes will be treated as a single series of debt under the indenture governing the notes. While our estimated recovery on Mattel's planned aggregate $1.5 billion senior unsecured guaranteed notes would indicate full recovery for the lenders, we have capped the recovery rating at '3' because we generally cap the unsecured debt of issuers that we rate in the 'BB' category. The cap reflects that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to a simulated default scenario. Mattel plans to use the proceeds from the $500 million add-on to redeem all of its existing 2.35% senior notes due 2019." S&P said, "At the same time, we lowered our issue-level rating on the company's $1.4 billion of senior unsecured notes that do not benefit from subsidiary guarantees to 'B+' from 'BB-'. We also revised the recovery rating on the notes to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery for lenders in the event of a payment default. The $1.4 billion of senior unsecured notes include $250 million of notes maturing in 2020, $350 million of notes maturing in 2021, $250 million of notes maturing in 2023, $250 million of notes maturing in 2040, and $300 million of notes maturing in 2041. We revised the recovery rating because the incremental guaranteed notes in the company's capital structure have lowered the recovery prospects for lenders that do not benefit from certain domestic subsidiary guarantees. "Our ratings on the company's $500 million senior notes due 2019 remain unchanged because Mattel plans to redeem them. We will withdraw all of our ratings on these senior notes when they are redeemed. "All of our other ratings on the company remain unchanged." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P said, "We affirmed our 'BB-' issue-level rating with a recovery rating of '3' (capped) on Mattel's planned aggregate $1.5 billion 6.75% senior unsecured guaranteed notes maturing in 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for unsecured lenders in a default scenario." -- S&P said, "We lowered our issue-level rating on the company's $1.4 billion of senior unsecured notes that do not benefit from subsidiary guarantees to 'B+' from 'BB-'. The $1.4 billion of senior unsecured notes include $250 million of notes maturing in 2020, $350 million of notes maturing in 2021, $250 million of notes maturing in 2023, $250 million of notes maturing in 2040, and $300 million of notes maturing in 2041. -- S&P said, "We revised our recovery rating on the $1.4 billion of senior unsecured notes that do not benefit from subsidiary guarantees to '5' from '4'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery for lenders in the event of a payment default.We revised the recovery rating because the incremental guaranteed notes in the capital structure reduced the recovery prospects for lenders that do not benefit from certain domestic subsidiary guarantees. -- S&P said, "Our ratings on the $500 million senior notes due 2019 remain unchanged because the company plans to redeem them. -- The recovery prospects for the $1.4 billion senior unsecured noteholders are lower due to increased priority claims in the capital structure from the secured asset-based lending (ABL) revolver and subsidiary guarantees in the planned aggregate $1.5 billion notes. Simulated default scenario -- S&P assumes the $1.6 billion ABL revolver is 60% drawn in its simulated default scenario. -- S&P said, "Our simulated default scenario assumes a default occurring in 2022 due to a substantial decline in cash flows stemming from a prolonged economic downturn, management missteps, or significantly reduced demand for the company's products. We believe that these factors would significantly decrease the company's sales and EBITDA." -- S&P said, "We believe that if the company were to default it would continue to have a viable business model and that lenders would achieve greater recovery through a reorganization than through a liquidation of the business. As a result, we assume a reorganization following the default and use an emergence EBITDA multiple of 6.5x to value the company." Simplified waterfall -- EBITDA at emergence: $459 million -- EBITDA multiple: 6.5x -- Net enterprise value (after administrative expenses of 5%): $2.83 billion -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to priority debt (includes the ABL revolver): $2.83 billion -- Total priority debt claims (ABL revolver): $982 million -- Residual collateral value available to senior unsecured debt with subsidiary guarantees: $1.85 billion -- Total senior unsecured debt claims with subsidiary guarantees (high-yield notes): $1.55 billion --Recovery expectations: 50%-70% (rounded estimate: 65%; capped) -- Residual collateral value available to senior unsecured debt without subsidiary guarantees: $301 million -- Total senior unsecured debt claims without subsidiary guarantees: $1.43 billion --Recovery expectations: 10%-30% (rounded estimate: 20%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Mattel Inc. Corporate Credit Rating BB-/Negative/-- Rating Lowered; Recovery Rating Revised To From Mattel Inc. Senior Unsecured $250M Notes Due 2020 B+ BB- Recovery Rating 5(20%) 4(40%) $350M Notes Due 2021 B+ BB- Recovery Rating 5(20%) 4(40%) $250M Notes Due 2023 B+ BB- Recovery Rating 5(20%) 4(40%) $250M Notes Due 2040 B+ BB- Recovery Rating 5(20%) 4(40%) $300M Notes Due 2041 B+ BB- Recovery Rating 5(20%) 4(40%) Rating Affirmed; Recovery Rating Unchanged Mattel Inc. Senior Unsecured $1.5B 6.75% Guaranteed Nts Due 2025 BB- Recovery Rating 3(65%) MCCLATCHY CO: Shareholders Elected 12 Directors ----------------------------------------------- The McClatchy Company shareholders elected 12 directors to one-year terms and ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2018. Shareholders elected Anjali Joshi, who has served as a board member since July of 2017, as a new Class A director and also re-elected Maria Thomas and Elizabeth Ballantine as Class A directors. Class B shareholders elected Vijay Ravindran, who has served as a board member since January of 2018, and Clyde Ostler, who served as a Class A director for five years, as a new Class B directors. Leroy Barnes, Jr., Molly Maloney Evangelisti, Craig I. Forman, Brown McClatchy Maloney, Kevin S. McClatchy, William McClatchy, and Theodore R. Mitchell were re-elected as Class B directors. Craig Forman, McClatchy's president and CEO, provided an update on McClatchy's business through the first quarter of 2018, including the company's continued focus on journalism that is essential to our communities and its strategies to continue its successful digital transformation. An audio recording of Forman's speech and a copy of the presentation will be available at www.mcclatchy.com. About McClatchy The McClatchy Company operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy incurred a net loss of $332.4 million for the year ended Dec. 31, 2017, following a net loss of $34.19 for the year ended Dec. 25, 2016. As of Dec. 31, 2017, McClatchy had $1.50 billion in total assets, $1.71 billion in total liabilities and a stockholders' deficit of $204.33 million. * * * As reported by the TCR on March 30, 2018, S&P Global Ratings lowered its corporate credit rating on Sacramento, Calif.-based The McClatchy Co. to 'CCC+' from 'B-'. The rating outlook is stable. "The downgrade reflects our view that McClatchy's capital structure is unsustainable at current leverage and discretionary cash flow (DCF) levels. Still, we don't expect a default to occur during the next 12 months. McClatchy has no imminent liquidity concerns, full availability on its $65 million revolving credit facility due 2019, low capital expenditures, and it generates positive DCF. McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy's "Caa1" Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MD CUSTOMS: Taps Milton Jones as Bankruptcy Attorney ---------------------------------------------------- MD Customs, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Milton Jones as its attorney. Mr. Jones will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; review claims of creditors; advise the Debtor regarding the disposition or use of assets of its bankruptcy estate; and provide other legal services related to its Chapter 11 case. The attorney will charge an hourly fee of $300. Prior to the Petition Date, the Debtor paid the attorney a retainer in the sum of $5,000, plus $1,717 for the filing fee. Mr. Jones is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Mr. Jones maintains an office at: Milton D. Jones, Esq. P.O. Box 503 Morrow, GA 30260 Phone: 770-556-5006 E-mail: miltondjones@comcast.net About MD Customs LLC MD Customs, LLC, operates as a real estate holding company located at 4395 Fulton Industrial Boulevard, Atlanta, Georgia. MD Customs sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53868) on March 5, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Paul Baisier presides over the case. MEDEX PATIENT: Taps Tune Entrekin & White as Bankruptcy Counsel --------------------------------------------------------------- Medex Patient Transport, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Tune, Entrekin & White, P.C., as bankruptcy counsel. Joseph P. Rusnak of Tune, Entrekin & White attests that his firm is a disinterested person as that term is used in 11 U.S.C. Sec. 327 (2005) and no member represents or holds any interest adverse to the Debtor's estate in the matters upon which the Firm is to be engaged. Joseph P. Rusnak will charge $325 for his services. The firm can be reached through: Joseph P. Rusnak, Esq. TUNE, ENTREKIN & WHITE, P.C. UBS Tower, Suite 1700 315 Deaderick Street Nashville, TN 37238 Phone: (615) 244-2770 Fax: (615) 244-2778 Email: Jrusnak@tewlawfirm.com About Medex Patient Transport Medex Patient Transport, LLC, d/b/a Caliber Care + Transport -- https://www.caliberpatientcare.com/ -- is a non-emergency medical transport company that provides services including ambulatory, wheelchair, and stretcher transport. Caliber is based in Music City USA, Nashville, with 30 locations throughout Atlanta, GA; Bentonville, AR; Birmingham, AL; Cleveland, OH; Columbus, OH; Dallas, TX; Ft Myers, FL; Houston, TX; Knoxville, TN; LaFayette, GA; Memphis, TN; Montgomery, AL; Nashville, TN; Pinellas County, FL; St. Louis, MO; San Jose, CA; and Winston-Salem, NC. Medex Patient Transport filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 18-03189) on May 10, 2018. In the petition signed by Klein Calvert, chief manager, the Debtor disclosed $515,901 in total assets and $2.33 million in total liabilities. The case is assigned to Judge Charles M. Walker. Joseph P. Rusnak, Esq., at Tune, Entrekin & White, P.C., is the Debtor's bankruptcy counsel. MESOBLAST LIMITED: Issues 892,857 Ordinary Shares ------------------------------------------------- Mesoblast Limited gave notice that on May 15, 2018, it issued 892,857 fully paid ordinary shares in Mesoblast (the Shares) as consideration for the license of certain intellectual property assets from a third party. Mesoblast advised that: 1. the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act; 2. this notice is being given under section 708A(5)(e) of the Corporations Act; 3. as at May 15, 2018, Mesoblast has complied with: (a) the provisions of Chapter 2M of the Corporations Act as they apply to Mesoblast; and (b) section 674 of the Corporations Act; 4. as at May 15, 2018, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act. About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. The Company is headquartered in Melbourne, Australia. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, a net loss before income tax of US$90.82 million for the year ended June 30, 2016, and a net loss before income tax of US$96.24 million for the year ended June 30, 2015. As of Dec. 31, 2017, Mesoblast had US$664.81 million in total assets, US$89.20 million in total liabilities and US$575.60 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MICRON TECHNOLOGY: Moody's Hikes CFR to Ba1 & Sr. Bonds to Ba2 -------------------------------------------------------------- Moody's Investors Service upgraded Micron Technology Inc.'s ("Micron") Corporate Family Rating ("CFR") to Ba1 from Ba2, Probability of Default Rating ("PDR") to Ba1-PD from Ba2-PD, Senior Unsecured Bonds to Ba2 from Ba3, and Speculative Grade Liquidity ("SGL") rating to SGL-1 from SGL-2. Moody's affirmed the Senior Secured rating at Baa2. The rating outlook remains positive. RATINGS RATIONALE The upgrade to the CFR reflects Moody's expectation that over the near term the company will proceed to reduce reported debt to less than $8 billion, which is less than two times the level of reported depreciation and amortization. Moody's expects that reported debt to EBITDA will be maintained below 2x and that reported EBIT will remain positive over the course of the next memory industry cycle. The Ba1 CFR reflects the conservative financial policy and strong free cash flow ("FCF") generation, which Moody's expects will exceed $4 billion over the next year. The CFR also reflects Micron's substantial scale, with revenues of $25.9 billion (latest twelve months ended March 1, 2018), and its number three market position in the Memory industry. The rating is supported by Micron's very good liquidity, with unrestricted cash and long term marketable investments of about $7.7 billion as of March 1, 2018 (excludes cash held by Micron Memory Japan and Micron's IMFT joint venture with Intel Corp.) and Moody's expectation that Micron will achieve and maintain a net cash leverage position. Still, the maintenance of very strong liquidity and a conservative financial policy is prudent given the memory industry's capital intensity and rapid economic obsolescence. Large capital expenditures are necessary to remain competitive in both production technology and chip performance, and to effectively manage highly cyclical demand, which can result in periods of sharp declines in revenues, profit margins, and free cash flow. The positive outlook reflects Moody's expectation that Micron will continue to use FCF for debt repayment, with the company approaching 100% coverage of cash over reported debt over the near term. Moody's also expects that Micron will reduce the share of secured debt in the debt capital structure over the next year. The rating could be upgraded if: Micron reduces debt levels and the proportion of secured debt in the capital structure, and Micron maintains cash at least equal to debt (Moody's adjusted), and debt to EBITDA (Moody's adjusted) is sustained below 1x The rating could be downgraded if: Micron's FCF becomes constrained due to reduced profitability EBITDA margin declines to the low 40s percent level (Moody's adjusted) debt to EBITDA (Moody's adjusted) is sustained above 3x or Micron suffers a weakening of competitive position due to poor execution on a production process technology transition The Baa2 rating of the Senior Secured Term Loan B, which is two notches above the CFR, reflects the collateral package, which includes the material US assets of Micron and pledge of foreign stock, and the very large cushion of unsecured liabilities behind the senior secured debt. The Baa2 rating reflects a one notch differential from the LGD model derived rating to reflect the uncertain recovery level in default due to the low near term corporate default risk as reflected in the Ba1 CFR. The rating also incorporates the secured debt issued by Inotera. Since Moody's believes that the collateral backing the Inotera debt is less desirable than the collateral backing Micron's senior secured debt, the Inotera secured debt is ranked below Micron's Senior Secured Term Loan B in Moody's priority of claim waterfall. The Ba2 senior unsecured debt rating is one notch lower than the Ba1 CFR. This reflects the substantial secured debt at Micron's subsidiaries, which are structurally senior to Micron's senior unsecured debt, which does not have the benefit of upstream guarantees from subsidiaries. The Elpida installment obligation remains under the direction of the Japanese bankruptcy court and has a priority claim on Elpida's assets and cash flow until satisfied. The SGL-1 liquidity rating reflects Micron's very good liquidity profile. Moody's expect Micron will keep at least $6 billion of cash and will generate free cash flow ("FCF") of at least $3.5 billion over the next year. Additional liquidity is provided by a largely undrawn revolving credit facility maturing in February 2020 and secured by trade receivables. Borrowing capacity is governed by a borrowing base formula based on eligible collateral subject to maximum borrowing capacity of $750 million. Nevertheless, this good liquidity cushion and modest debt burden is prudent, since Micron's FCF can be highly volatile, and has historically experienced brief periods of negative operating margins and extended periods of negative FCF, as was the case in FY2016, due to the industry's steep annual unit price depreciation, short product life cycles, and large required capital expenditures. Upgrades: Issuer: Micron Technology, Inc. Senior Unsecured Bonds, upgraded to Ba2 (LGD5) from Ba3 (LGD5) Corporate Family Rating, upgraded to Ba1 from Ba2 Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2 Ratings Affirmation: Issuer: Micron Technology, Inc. Senior Secured Term Loan B, affirmed at Baa2 (to LGD2 from LGD1) Outlook Actions: Issuer: Micron Technology, Inc. Outlook, Remains Positive Micron Technology, Inc., based in Boise, Idaho, manufactures and markets semiconductor devices, principally DRAM, NAND Flash and NOR Flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems. The principal methodology used in these ratings was Semiconductor Industry Methodology published in December 2015. MOTORS LIQUIDATION: Moore Plaintiffs Bound by Sale Order, Ct. Rules ------------------------------------------------------------------- General Motors LLC ("New GM") filed a motion on Feb. 27, 2018 to enforce the Bankruptcy Court's July 5, 2009 sale order with respect to the Moore, et al. Plaintiffs. New GM seeks to enjoin the plaintiffs in a lawsuit captioned Terry Moore, et al. v. General Motors LLC, Case No. 2:17-cv-14226 pending in the U.S. District Court for the Eastern District of Michigan from proceeding with personal injury and property damage claims against New GM based on alleged groundwater contamination by General Motors Corporation ("Old GM"). The Moore Plaintiffs filed an objection to the motion. On March 29, 2018, the Court heard argument on the motion. Upon deliberation, Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York grants the motion in part. The dispute involves allegedly contaminated groundwater that migrated from property previously owned until July 2009 Old GM and now owned by New GM into the water wells of nearby properties that were used by homeowners for drinking water and other normal household uses. The alleged contaminant is sodium chloride ("road salt"), allegedly used in excessive quantities by Old GM and then by New GM to treat the roads on the Milford Proving Grounds ("MPG") in Michigan during winter months. The plaintiffs in an action pending in U.S. District Court for the Eastern District of Michigan allege that the contaminated groundwater caused personal injury and property damages. New GM asks the Court to enforce the Sale Order entered by the bankruptcy court to accomplish the bankruptcy sale of most of Old GM assets, including the MPG, to New GM, and to enjoin plaintiffs from proceeding with some but not all of the claims asserted in the pending action. Plaintiffs in the pending Michigan federal court action assert that New GM is liable for all personal injury and property damages caused by the road salt contamination, whether traced to Old GM's conduct or to New GM's conduct. New GM acknowledged during argument that it assumed liability for any required environmental response costs, whether Old GM or New GM contaminated the groundwater, although, at this stage at least, no government agencies charged with enforcing environmental laws has required remediation. New GM also agrees that plaintiffs can assert claims against New GM based solely on New GM's conduct, but New GM argues that any liabilities for personal injury or property damages caused by Old GM's pre-sale conduct were "Retained Liabilities," for which New GM bears no liability. In many respects, there is common ground between the parties as to which claims against New GM can properly be asserted. New GM believes some aspects of the Moore Amended Complaint are barred by the Sale Order and this Court’s previous decisions and judgments and seeks an order enforcing the Sale Order and enjoining the litigation to the extent the MAC is improper. The Sale Order and Sale Agreement provide that certain liabilities were assumed by New GM ("Assumed Liabilities") and certain liabilities were retained by Old GM ("Retained Liabilities"). The Sale Order provides that, with respect to property Old GM transferred to New GM, New GM assumed certain liabilities under Environmental Laws. New GM argues that the Moore Amended Complaint improperly asserts claims against New GM that do not arise under Environmental Laws--specifically, common law claims for negligence, public and private nuisance, trespass and fraud--that were Retained Liabilities of Old GM. New GM also objects to the Moore Litigation going forward to the extent that the Moore Plaintiffs fail to properly assert independent claims against New GM because they do not specifically identify New GM conduct that would support their claims, improperly seek exemplary damages in connection with their improper fraud claims, and advance successor liability allegations that impermissibly lump Old GM and New GM conduct together. Finally, the Court is not writing on a blank slate. Judge Gerber previously construed the provisions of the Sale Order and Sale Agreement concerning environmental law in In re Gen. Motors Corp., 407 B.R. 463 (Bankr. S.D.N.Y. 2009), aff'd in part, vacated in part, reversed in part sub nom (the "Sale Decision"). To the extent Judge Gerber did so, the Court considers that construction settled law of the case, and will not second-guess such interpretation nine years after the bankruptcy. In the Sale Decision, Judge Gerber interpreted the environmental provisions of the Sale Agreement to require New GM to comply with the Environmental Laws relating to the Transferred Real Property. But, Judge Gerber explained, New GM did not assume liability for claims relating to the property based on Old GM's conduct. Accordingly, the Court holds that the Moore Plaintiffs are precluded from proceeding with their common law claims against New GM related to Old GM's conduct because they are not claims arising under Environmental Laws and, therefore, are not Assumed Liabilities. In sum, the Court concludes as follows: * Plaintiffs may not assert common law claims against New GM for personal injury or property damage based on groundwater contamination that migrated from the MPG before the sale of the Property to New GM was completed. * For personal injury or property damage claims based on groundwater contamination from Old GM's dumping of road salt before the Property sale to New GM, but which migrated from the Property after the Property was owned by New GM, the Sale Order does not bar such claims. But whether Michigan law recognizes claims for personal injury or property damage against a property owner is an issue for the Michigan District Court, not for this Court. * New GM does not dispute that Plaintiffs may assert common law claims against New GM for personal injury or property damage caused by groundwater contamination resulting from New GM's dumping of road salt. * The Court agrees with New GM that many of the allegations in the MAC purporting to allege independent claims are improper and may not proceed as pleaded. During the Hearing on the Motion, the Court directed the parties' counsel to meet and confer to try to narrow their disagreements regarding Plaintiffs' proposed amended complaint. On April 20, 2018, New GM's counsel submitted a letter to the Court explaining that the parties had resolved some but not all of their disagreements. They provided the Court with a redlined version of the MAC indicating the parties' remaining disputes. * In addition, the Moore Plaintiffs are permitted to proceed with their common law claims against New GM related to New GM's conduct as they have sufficiently identified New GM conduct that would support such claims. However, the Moore Plaintiffs must remove their claim for exemplary damages based on conduct of Old GM. * The Court also rejects the Moore Plaintiffs' argument that they should be permitted to assert common law claims against New GM based on Old GM's conduct because Plaintiffs were denied due process as they were not provided with actual notice of Old GM's bankruptcy. The Court holds that the Moore Plaintiffs' due process rights were not violated. The Plaintiffs were not known creditors entitled to actual notice of the bankruptcy; notice by publication, which they received, sufficed. The Moore Plaintiffs are thus are bound by the Sale Order. A full-text copy of the Court's Memorandum Opinion dated May 4, 2018 is available at: http://bankrupt.com/misc/nysb09-50026-14295.pdf Attorneys for General Motors LLC: Arthur Steinberg, Esq. Scott Davidson, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, NY 10036 Attorneys for Moore, et al.: Alexander McH. Memmen, Esq. THE MEMMEN LAW FIRM, LLC 505 North LaSalle Drive, Suite 500 Chicago, IL 60654 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. MOUNTAIN CRANE: Wants to Preserve Plan Exclusivity Until July 11 ---------------------------------------------------------------- Mountain Crane Service, LLC, asks the U.S. Bankruptcy Court for the District of Utah to extend the exclusive period during which the Debtor may file its chapter 11 plan of reorganization through and including July 11, 2018. On February 14, 2018, the Debtor filed its initial proposed Plan of Reorganization. The Debtor has not yet sought, or obtained, approval of a disclosure statement. Further, the Court has not scheduled a hearing, voting deadlines, objections deadlines or other procedures relating to confirmation of the Plan. The Debtor contends that since filing the Plan (and even before then), the Debtor has engaged in substantial negotiations with various creditor constituencies regarding the treatment of their claims under the Plan. The Debtor remains in the midst of ongoing negotiations with creditors as of the date of May 14, 2018. The Debtor asserts that a 60-day extension of the Plan Period is warranted here because, among other things: (a) the Debtor has already filed a Plan; (b) an extension of the Plan Period will give the Debtor a reasonable opportunity to finalize negotiations with the many creditor constituencies with whom the Debtor is presently engaged in ongoing discussions; (c) the Debtor intends to file an amended Plan within a relatively short period of time; (d) Confirmation of the Debtor's Plan will allow the Debtor to preserve its value as an ongoing concern, which can only benefit the Debtor's creditors; and (e) This is the Debtor's first request for an extension of the Plan Period. Presently, the Debtor is seeking an extension of the Plan Period to the date that is already scheduled for the Solicitation Period. And the Debtor believes that, by filing its Plan within the Plan Period, the Debtor has already automatically extended the Plan Period by operation of law. Nonetheless, in an abundance of caution, the Debtor is asking for this extension to ensure that the Plan Period is extended until at least July 11, 2018. Thus, it cannot be reasonably asserted that the Debtor is seeking an extension of the Plan Period to unfairly prejudice or pressure the Debtor's creditors. Instead, the extension requested by the Debtor is an exercise of prudent business judgment and an attempt to have adequate time to negotiate terms with secured creditor and other creditors of the estate. About Mountain Crane Service Mountain Crane Service, LLC -- https://www.mountaincrane.com/ -- specializes in refinery turnarounds and has a fleet comprised of over 100 cranes, and hundreds of other pieces of equipment dedicated to refineries in Utah, Montana, and Wyoming. It is located in Salt Lake City, Utah, with satellite offices and wind maintenance service locations in Montana, Nevada, Washington, Idaho, Wyoming, Iowa, Texas and Michigan. Mountain Crane Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12, 2018. In the petition signed by Paul Belcher, managing member, the Debtor estimated assets and liabilities of $50 million to $100 million. Judge Joel T. Marker presides over the case. The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel; and Rocky Mountain Advisory, LLC, as its accountant and financial advisor. It also hired Richards Brandt Miller Nelson PC, Brian C. Webber PLLC, and GC Associates Law as special counsel. The Debtor also hired Paul P. Burghardt and the law firm of GC Associates Law as special bankruptcy counsel; Dan Anderson and Sterling Appraisals & Machinery, Ltd as appraisers and valuation consultants; and Calaway Capital Resources, Inc. as the Debtor's consultant regarding (i) interest rates and terms for loans on cranes and other heavy equipment; (ii) collateral lifespans for such loans; and (iii) interest rates and repayment terms for "line of credit" loans in the construction industry. The U.S. Trustee for Region 19 appointed an official committee of unsecured creditors on Jan. 25, 2017. The Committee retained Archer & Greiner, P.C., as its legal counsel. NEENAH INC: S&P Affirms 'BB' Corp. Credit Rating, Outlook Positive ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' corporate credit rating on Neenah Inc. The outlook is positive. S&P said, "We also affirmed our 'BB' issue-level rating on the company's senior unsecured notes. Our recovery rating on the notes remains a '3', indicating expectations for a meaningful recovery (50%-70%; rounded estimate 65%) to noteholders in the event of a default. "Our affirmation of the rating and positive outlook reflect our view that Neenah will continue to shift its product mix to more technical, higher value-added specialty applications and away from traditional paper products. The company's credit profile is improving as margins for the technical products business strengthen towards 16%-17% and organic growth continues for this segment. There is at least a 30% probability we could take a more favorable view of the business. "The positive outlook reflects our view of the company's improving business fundamentals as it garners more revenue and EBITDA from its technical products and less from the declining graphic imaging segment. As this segment of the business improves, we see at least a 30% likelihood for an upgrade to 'BB+' over the next 12 months. "We may consider revising the outlook to stable over the next 12 months if we expect leverage to exceed 3.0x for a sustained period. Although not consistent with our baseline forecast, this may occur if the company pursues a more aggressive and debt-financed acquisition strategy. We may also revise the outlook if we believe profitability for the technical products business will be subdued at EBITDA margins of 14% or less beyond 2018." Growth and stronger profitability from the technical products business could lead to a one-notch upgrade over the next 12 months. More specifically, S&P would look for this segment to improve EBITDA margins towards 17% and achieve revenue growth consistent with its forecast of 13% or better, keeping debt leverage between 2.0x and 2.5x. NEOVASC INC: Urges Shareholders to Vote FOR Reverse Stock Split --------------------------------------------------------------- Neovasc Inc.'s management and board of directors urge the Company's shareholders of record to vote "FOR" the proposal authorizing the Board to effect a reverse stock split. "Remaining on the Nasdaq Capital Market ("Nasdaq") is a critical piece of the Company's turnaround strategy," commented Fred Colen, Neovasc's president and chief executive officer. "Without reaching a minimum bid price above US$1.00 for a minimum of 10 consecutive days before July 2, 2018, the Company may be delisted from the Nasdaq, which would have serious consequences for the Company as further outlined in this press release. In short, a vote against a reverse stock split will decrease liquidity for existing shareholders, increase the cost of capital for the Company, and significantly worsen the terms of the last financing," continued Mr. Colen. "With an affirmative vote in hand we will then approach the Nasdaq for an extension to the July 2, 2018 deadline to give us more flexibility on the timing of the reverse split to best meet the needs of the Company and the shareholders," continued Mr. Colen. "Without the affirmative vote for a reverse stock split, we believe it is unlikely we will be granted such an extension." "Management believes that it is in the best interest of the Company and its stakeholders to remain on the Nasdaq, and that the reverse stock split is the only tool available to get the share price of the Company above the minimum US$1.00 bid price before that deadline. As such, the Board and I urge the Company's shareholders to vote "FOR" granting the Company the ability to effect a reverse stock split," concluded Mr. Colen. In the proxy filed on SEDAR on May 7, 2018 for the annual general and special meeting of shareholders on June 4, 2018, there is a proposal for shareholders to provide the Board with the authority to effect a reverse stock split of up to 1-for-100 at a time determined at the Board's discretion, if at all. Consequences of a failure to effect a reverse stock split and remain on the Nasdaq Management believes a failure to approve a reverse stock split and remain on the Nasdaq could have a material adverse effect on the Company and its stakeholders for several reasons, including the following: * Liquidity in the trading of common shares of the Company (the "Common Shares") will be significantly reduced, as the Nasdaq is the Company's primary trading market, thereby putting downward pressure on the share price of the Common Shares. * It will be more difficult for the Company to raise additional capital on reasonable terms from the majority of U.S. based institutional funds that require or want the Company to be listed on a major U.S. exchange in order to make an investment. * The Company's US$28,575,000 aggregate amount of outstanding senior secured convertible notes require the Company to be listed on the Nasdaq or a similar major U.S. exchange. Should the Company default on this requirement, the interest payable on the Notes will jump from 0% to 15% per annum, and holders of the Notes will receive a redemption right with a premium of 118% multiplied by the greatest closing price of the Common Shares during the period commencing on the date of delisting until the date such redemption payment is made. Clarification on the details of the reverse stock split Management wishes to clarify certain matters related to the reverse stock split: * The ratio for the proposed reverse stock split is not fixed at 1-for-100 but the Board can utilize any ratio up to 1-for- 100. * The proposed reverse stock split will not happen at the date of the AGM, but the Board can choose when to effect the reverse stock split, if at all. * Approving the reverse stock split should enable the Company to remain listed on Nasdaq, while providing the Company with additional time to address the challenges caused by the terms of its last financing and its capital structure. * Approving the reverse stock split does not mean the Board will effect the reverse stock split. The Board may elect not to proceed with the reverse stock split if it is unable to address or mitigate the impact of the Event Price Provision. Impact of a reverse stock split "A reverse stock split is a process by which a company's shares are effectively consolidated to form a smaller number of proportionally more valuable shares. Despite contrary notions, a reverse stock split has zero economic impact as an independent action. For example, under a 1-for-10 reverse stock split, rather than 100 million shares at US$0.50, a company would have, all else being equal, 10 million shares at US$5.00 at the time of the split. In either case, the market value of the example company is the same before and after," explained Paul Geyer, Neovasc's Chairman of the Board. The reverse stock split will proportionately reduce the number of Common Shares held by all the shareholders. As an independent action, a reverse stock split has no economic impact on the percentage ownership in the Company by shareholders. However, the warrants (the "Warrants") and Notes issued pursuant to the November 2017 underwritten public offering and concurrent private placement (together, the "2017 Financings") contain certain provisions ("Event Price Provisions") that, on the sixteenth trading day following a reverse stock split or similar event, reduce the exercise price or conversion price, as applicable, then in effect to the average VWAP of the five trading days with the lowest VWAP of the Common Shares in the preceding fifteen trading days in the case of the Notes and twenty trading days in the case of the Warrants. If the Company is not able to amend such provisions or obtain a waiver of such provisions in connection with its efforts to address the challenges to its capital structure, the Company may elect not to proceed with the reverse stock split. There are numerous other factors and contingencies that could also affect the price of the Common Shares, including the status of the market for the Common Shares at the time, the Company's operations and general economic, stock market and industry conditions. Accordingly, the total market capitalization of the Common Shares after the reverse stock split may be lower than the total market capitalization before the reverse stock split, and, in the future, the market price of the Common Shares following the reverse stock split may not exceed or remain higher than the market price prior to the reverse stock split. The Company is also listed on the Toronto Stock Exchange (the "TSX") and the Company's noncompliance with the Nasdaq minimum bid price requirement does not affect the Company's compliance status with the TSX. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million on US$5.38 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million on US$9.51 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had US$22.20 million in total assets, US$58.66 million in total liabilities and a total deficit of US$36.47 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24,859,117 during the year ended December 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6,060,895. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Will Hold Its Annual Meeting on June 4 --------------------------------------------------- Neovasc Inc. gave notice that the annual general and special meeting of the shareholders of the Company will be held at 2600 - 595 Burrard St., Vancouver, British Columbia, on June 4, 2018 at 8:00 a.m. (Vancouver time) for the following purposes: 1. to receive and consider the audited financial statements of the Company for the year ended Dec. 31, 2017 together with the auditor's report thereon; 2. to elect directors for the ensuing year; 3. to consider, and if thought fit, to approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an amendment to, and unallocated options under, the Company's existing stock option plan; 4. to consider and, if thought fit, to approve, with or without amendment, a special resolution of shareholders approving and authorizing an amendment to the Company's articles to effect a consolidation of the issued and outstanding common shares of the Company on the basis of up to 100 existing Common Shares for one new Common Share; 5. to appoint an auditor for the ensuing year and authorize the directors to approve the remuneration to be paid to the auditor; and 6. to transact such other business as may properly come before the meeting. The board of directors has fixed April 24, 2018 as the record date for determining the shareholders entitled to receive notice of and vote at the Meeting. Shareholders unable to attend the meeting in person are requested to read the enclosed management information circular and proxy (or Voting Instruction Form, a "VIF") and complete and deposit the proxy or VIF in accordance with its instructions. Unregistered shareholders must deliver their complete proxy or VIF in accordance with the instructions given by their financial institution or other intermediary that forwarded the proxy to them. A full-text copy of the Notice is available for free at: https://is.gd/oWowxr About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$22.91 million on US$5.38 million of revenue for the year ended Dec. 31, 2017, compared to a net loss of US$86.49 million on US$9.51 million of revenue for the year ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had US$22.20 million in total assets, US$58.66 million in total liabilities and a total deficit of US$36.47 million. Grant Thornton issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company incurred a consolidated net loss of US$24.86 million during the year ended December 31, 2017, and, as of that date, the Company's consolidated current liabilities exceeded its current assets by US$6,060,895. The auditors said these conditions, along with other matters, indicate the existence of a material uncertainty that casts substantial doubt about the Company's ability to continue as a going concern. NORTHERN OIL: Bahram Akradi Has 5.72% Stake as of May 15 -------------------------------------------------------- Bahram Akradi disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of May 15, 2018, he beneficially owns 15,217,211 shares of common stock of Northern Oil and Gas, Inc. The Subject Shares represent approximately 5.72% of the issued and outstanding shares of Common Stock based on 266,104,439 shares of Common Stock outstanding upon completion of the Exchange Transaction, based on 128,187,856 shares of Common Stock outstanding as of May 1, 2018, as described in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 7, 2018, as adjusted to reflect the 137,916,583 shares of Common Stock issued in connection with the Exchange Transaction. Mr. Akradi is the chairman of the Board, president and chief executive officer of Life Time Fitness, Inc., a privately held, comprehensive health and lifestyle company that offers a personalized and scientific approach to long-term health and wellness through its portfolio of distinctive resort-like destinations, athletic events and health services. Life Time, known as the "Healthy Way of Life Company," helps members achieve their goals with the support of a team of dedicated professionals and an array of proprietary health assessments. The address of Life Time's corporate offices is 2902 Corporate Place, Chanhassen, MN 55317. A full-text copy of the regulatory filing is available at: https://is.gd/PcIHXg About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.47 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.77 million. * * * As reported by the TCR on May 18, 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa1-PD/LD from Caa2-PD. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. Also in May, 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil & Gas Inc. to 'SD' (selective default) from 'CC'. The downgrade follows the announcement by Northern Oil & Gas that it has completed its exchange, which includes the exchange of about $500 million in unsecured debt for new second-lien secured notes and equity. S&P views the exchange as distressed given that the maturity was extended on the new second-lien notes from what was originally promised on the senior unsecured notes, as reported by the TCR on May 18, 2018. NORTHERN OIL: Changes State of Incorporation to Delaware -------------------------------------------------------- Northern Oil and Gas, Inc., filed articles of conversion with the Secretary of State of the State of Minnesota and filed a certificate of conversion with the Secretary of State of the State of Delaware changing its jurisdiction of incorporation from Minnesota to Delaware on May 9, 2018. The Reincorporation was approved by security holders from whom proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. As a result of the Reincorporation, pursuant to the Delaware General Corporation Law, the Company has continued its existence under the DGCL as a corporation incorporated in the State of Delaware. The business, assets and liabilities of the Company and its subsidiaries on a consolidated basis, as well as its principal locations and fiscal year, were the same immediately after the Reincorporation as they were immediately prior to the Reincorporation. In addition, the directors and executive officers of the Company immediately after the Reincorporation were the same individuals who were directors and executive officers, respectively, of the Company immediately prior to the Reincorporation. The other effects of the Reincorporation, including material differences between the corporation laws of Minnesota and Delaware, were previously reported in the Company's proxy statement filed with the Securities and Exchange Commission on April 16, 2018. As a result of the Reincorporation, the Company has adopted a new Certificate of Incorporation and Bylaws. About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.5 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.8 million. * * * In December 2017, Moody's Investors Service affirmed Northern Oil and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR), Caa2-PD Probability of Default Rating (PDR), and 'Caa3' senior unsecured notes rating. NOG's Caa2 CFR reflects its high leverage, weak asset coverage of debt (under 1x), modest scale and Moody's expectations that NOG's cash flows will continue to be challenged through 2018. In February 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil and Gas Inc. to 'CC' from 'CCC+'. The downgrade follows the announcement that Northern Oil and Gas has entered into a privately negotiated agreement to exchange $497 million of its 8% senior unsecured notes due 2020 ($700 million total outstanding) for $344 million of new 8.5% second-lien notes due 2023 and $155 million in equity. NORTHERN OIL: Completes Exchange Transaction With Noteholders ------------------------------------------------------------- As previously disclosed, on Jan. 31, 2018, Northern Oil and Gas, Inc. entered into an exchange agreement with holders of approximately $497 million, or 71%, of the aggregate principal amount of the Company's outstanding 8.000% Senior Notes due 2020, pursuant to which the Supporting Noteholders agreed to exchange all of the Outstanding Notes held by each such54880938000 Supporting Noteholder for approximately $155 million of the Company's common stock, par value $0.001, and approximately $344 million in aggregate principal amount of new 8.50% Senior Secured Second Lien Notes due 2023. On May 15, 2018, pursuant to the Exchange Agreement, the Company completed the Exchange Transaction and issued 103,249,915 shares of Common Stock and $344.3 million of Second Lien Notes in exchange for the Outstanding Notes. As previously disclosed, and in connection with the Exchange Transaction, the Company and certain investors previously entered into subscription agreements whereby those investors agreed to purchase up to $52.0 million of Common Stock at $1.50 per share. Pursuant to the Subscription Agreements, on the Closing Date, the Company issued 34,666,668 shares of Common Stock to those investors. The Common Stock issued pursuant to the Exchange Agreement and the Subscription Agreements was offered and sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act. This offer was made by the Company to a limited number of persons, each of which is an accredited investor (within the meaning of Rule 501 promulgated under the Securities Act) or a qualified institutional buyer (as defined in Rule 144A under the Securities Act). The Company did not receive any cash proceeds from the issuance of Common Stock pursuant to the Exchange Agreement. The Company received $52.0 million in proceeds from the sale of the Common Stock under the Subscription Agreements. Second Lien Notes and Indenture As of the Closing Date, the Company issued Second Lien Notes with an aggregate principal amount of $344.3 million. The terms of the Second Lien Notes include those stated in the Indenture entered into by the Company and Wilmington Trust, National Association, as trustee, on the Closing Date. The Second Lien Notes are the senior secured obligations of the Company and rank equal in right of payment to all existing and future senior indebtedness of the Company and its subsidiaries. The Second Lien Notes are secured by second priority security interests in substantially all assets of the Company, including, without limitation, liens on at least 95% of the present value of the Company's proven reserves and proved developed producing reserves, subject to the exceptions set forth in the Company’s existing first lien facility and certain customary post-closing delivery periods. The Second Lien Notes will be guaranteed by all of the Company's direct and indirect subsidiaries that guarantee indebtedness under any other indebtedness for borrowed money of the Company or any of the Company's subsidiary guarantors. Interest on the Second Lien Notes will accrue at a rate of 8.50% per annum payable in cash quarterly in arrears on Jan. 1, April 1, July 1, and October 1 of each year. Beginning on July 1, 2018, the interest rate will be increased by 1.00% per annum, which increase will be payable in kind. Commencing with the fiscal quarter ending June 30, 2018, if the Company's total debt to EBITDAX ratio is (i) less than 3.00 to 1.00 as of the end of the fiscal quarter, the PIK Component will cease accruing effective as of the next interest payment date, or (ii) greater than or equal to 3.00 to 1.00 as of the last day of such fiscal quarter or if the Company fails to deliver financial statements, the PIK Component will continue to accrue (or, if then not accruing, automatically commence accruing as of the next interest payment date) and be payable quarterly. Additionally, if the Company incurs junior lien or unsecured debt with a cash interest rate in excess of 9.50%, the cash rate on the Second Lien Notes will be increased by such excess. Default interest will be payable in cash on demand at the then applicable interest rate plus 3.00% per annum. The Second Lien Notes will mature on May 15, 2023. The Company may redeem all or a portion of any of the Second Lien Notes at the following redemption prices during the following time periods (plus accrued and unpaid interest on the Second Lien Notes redeemed): (i) from and after May 15, 2018 until May 15, 2021, 104%, (ii) on and after May 15, 2021 until May 15, 2022, 102%, and (iii) on and after May 15, 2022, 100%; provided that any redemption of Second Lien Notes (or the acceleration of Second Lien Notes) prior to May 15, 2020 will also be accompanied by a make whole premium. Subject to the terms of an intercreditor agreement, the Company is also required to offer to prepay the Second Lien Notes with 100% of the net cash proceeds of asset sales, casualty events and condemnations in excess of $20 million not required to be used to pay down the loans under the Credit Agreement, subject to customary exclusions and reinvestment provisions consistent with the Credit Agreement. Mandatory prepayment offers will be subject to payment of the make whole premium and redemption price set forth above, as applicable. If a change of control occurs, the Company will be required to offer to repurchase the Second Lien Notes at the repurchase price of 101% of the principal amount of repurchased Second Lien Notes (subject to the prepayment provisions of the Credit Agreement). The Second Lien Notes contain negative covenants that are based upon the negative covenants set forth in the Credit Agreement, taking into account differences to reflect the changed capital structure of the Company and the second lien nature of the Second Lien Notes, which negative covenants limit the Company's ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain derivatives contracts, change the nature of its business or operations, merge, consolidate, make certain types of investments, amend the Credit Agreement and other debt documents, and incur any additional debt on a subordinated or junior basis to the Credit Agreement and on a senior basis to the Second Lien Notes, and require the outstanding principal amount of the Company's Outstanding Notes to be no more than $30 million by March 1, 2020. The Second Lien Notes do not include any financial maintenance covenants. The obligations of the Company under the Second Lien Notes may be accelerated upon the occurrence of an Event of Default (as such term is defined in the Indenture). Events of Default include customary events for a capital markets debt financing of this type, including, without limitation, payment defaults, the inaccuracy of representations and warranties, defaults in the performance of affirmative or negative covenants, defaults on other indebtedness of the Company or its subsidiaries (including an event of default under the Credit Agreement), bankruptcy or related defaults, defaults related to judgments and the occurrence of a Change of Control (as such term is defined in the Indenture). TRT Governance Agreement In connection with the Exchange Transaction and on the Closing Date, the Company entered into an amended and restated letter agreement with Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and TRT Holdings, Inc., three director nominees to be nominated by TRT and Bahram Akradi, pursuant to which the Company will appoint a director nominee selected by TRT to its Board of Directors to fill the current vacancy and, subject to the terms and conditions in the TRT Governance Agreement, will take all actions necessary and appropriate to include in the slate of nominees standing for election at each annual meeting of the Company, three independent director nominees designated by TRT. Pursuant to the TRT Governance Agreement, TRT is entitled to nominate: (a) three directors (i) if it owns shares equal to 20.0% or more of the outstanding Common Stock as of the Closing or (ii) if, on or after the third anniversary of the Closing, it owns shares equal to 12.5% or more of the outstanding Common Stock, (b) two directors (i) if it owns shares equal to 10.0% or more but less than 20.0% of the outstanding Common Stock as of the Closing or (ii) if, on or after the third anniversary of the Closing, it owns shares equal to 12.5% or more of the outstanding Common Stock, or (c) one director if it owns shares equal to 5.0% or more but less than 10.0% of the outstanding Common Stock as of the Closing. If TRT owns an amount of shares equal to fewer than 5.0% of the outstanding Common Stock as of the Closing, TRT will not be entitled to any representation on the Board. Until the first date that (x) TRT owns shares equal to fewer than 20.0% of the outstanding Common Stock as of the Closing Date or (y) on or after the third anniversary of the Closing Date, TRT owns shares equal to fewer than 12.5% or more of the outstanding Common Stock, not less than one TRT-nominated director must be appointed to each committee of the Board (subject to the independence requirements of the NYSE American and the SEC). Pursuant to the TRT Governance Agreement, during the period beginning on the Closing Date and continuing until and including the annual meeting of the Company to be held in calendar year 2020, TRT and Bahram Akradi are each generally prohibited from engaging in certain proxy solicitations (including regarding representation on the Board or any other proposal brought by the Company's shareholders). The TRT Governance Agreement also provides that if TRT becomes the beneficial owner of forty percent or more of the Common Stock without approval from a committee of disinterested directors from the Board, then TRT may not, for a period of four years, engage in certain extraordinary transactions with the Company, including a merger, tender or exchange offer and certain purchases of securities and assets. Registration Rights Agreements In accordance with the terms of the Exchange Agreement, on the Closing Date, the Company entered into a registration rights agreement with the Supporting Noteholders pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement registering for resale the shares of Common Stock and the Second Lien Notes issued in the Exchange Transaction. Under the terms of the TRT Governance Agreement, on the Closing Date, the Company entered into a registration rights agreement with TRT, pursuant to which the Company agreed to register all of the Common Stock held by TRT on the Closing Date, excluding shares of Common Stock that TRT received pursuant to the Exchange Transaction. Also on the Closing Date, the Company entered into a registration rights agreement with TPG Specialty Lending, Inc., TOP III Finance 1, LLC and TAO Finance 1, LLC, pursuant to which the Company agreed to file with the SEC a registration statement registering for resale the shares of Common Stock issued to TPG Sixth Street Partners under the Subscription Agreements. Second Amendment to Term Loan Credit Agreement As previously disclosed, on Nov. 1, 2017, the Company entered into a Term Loan Credit Agreement with TPG Specialty Lending, Inc., as administrative agent and collateral agent, and the lenders from time to time party thereto. The Credit Agreement provides for the issuance of an aggregate principal amount of up to $500,000,000 in term loans to the Company, consisting of (i) $300,000,000 in initial term loans that were made on Nov. 1, 2017, (ii) $100,000,000 in delayed draw term loans available to the Company, subject to satisfaction of certain conditions precedent described therein, for a period of 18 months after the Effective Date, and (iii) up to $100,000,000 in incremental term loans on an uncommitted basis and subject, among other things, to one or more lenders agreeing in the future to make such loans. Amounts borrowed and repaid under the Credit Agreement may not be reborrowed. The term loan facility provided by the Credit Agreement matures on Nov. 1, 2022. On May 15, 2018, in connection with the Exchange Transaction the Company, the Agent and the Lenders entered into a Second Amendment to Term Loan Credit Agreement pursuant to which the Lenders agreed to revise certain provisions and covenants of the Credit Agreement. The Second Amendment revised the call protection and yield maintenance provisions to provide that prepayments (including mandatory prepayments), terminations, refinancing, reductions and accelerations under the Credit Agreement are subject to the payment of a yield maintenance amount for any such prepayment, termination, refinancing, reduction or acceleration occurring prior to May 15, 2020 (or, with respect to any Delayed Draw Loan, prior to the two-year anniversary of the funding of such Delayed Draw Loan) that allows the lenders to attain approximately the same yield as if such Loan remained outstanding for the entire two-year period, as applicable, plus a call protection amount equal to the product of the principal amount of Loans so prepaid, terminated, refinanced, reduced or accelerated multiplied by (i) 4.0% for any such prepayment, termination, refinancing, reduction or acceleration occurring, (A) with respect to the initial Loans, on or prior to May 15, 2021, or (B) with respect to Delayed Draw Loans, on or prior to the 36 month anniversary of the funding of such Delayed Draw Loan, or (ii) 2.0% for any such prepayment, termination, refinancing, reduction or acceleration occurring, (A) with respect to the Initial Loans, after May 15, 2021 and on or prior to May 15, 2022, or (B) with respect to Delayed Draw Loans, after the 36 month anniversary but on or prior to the 48 month anniversary of the funding of such Delayed Draw Loan, in each case, as further set forth in the Credit Agreement. In addition, the Second Amendment revised certain covenants in the Credit Agreement to reflect the covenants in the Indenture. Additionally, on May 15, 2018, in connection with the Exchange Transaction, the Company borrowed $60,000,000 in the form of a Delayed Draw Term Loan. About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. During 2017, the Company added 354 gross (16.9 net) wells in the Williston Basin. At Dec. 31, 2017, the Company owned working interests in 3,262 gross (229.0 net) producing wells, with substantially all the wells targeting the Bakken and Three Forks formations. As of Dec. 31, 2017, the Company leased approximately 143,253 net acres, all located in the Williston Basin, of which approximately 124,404 net acres were developed. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.47 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.77 million. * * * As reported by the TCR on May 18, 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa1-PD/LD from Caa2-PD. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. Also in May 2018, S&P Global Ratings lowered its corporate credit rating on Northern Oil & Gas Inc. to 'SD' (selective default) from 'CC'. The downgrade follows the announcement by Northern Oil & Gas that it has completed its exchange, which includes the exchange of about $500 million in unsecured debt for new second-lien secured notes and equity. S&P views the exchange as distressed given that the maturity was extended on the new second-lien notes from what was originally promised on the senior unsecured notes, as reported by the TCR on May 18, 2018. NOVABAY PHARMACEUTICALS: OP Financial Acquires 9.9% Stake --------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, OP Financial Limited reported that as of Feb. 8, 2018, it beneficially owns 1,700,000 shares of common stock of Novabay Pharmaceuticals, Inc., constituting 9.9 percent based on 17,089,304 shares of common stock outstanding as of May 1, 2018. On Feb. 8, 2018, the Company closed a private placement, pursuant to which the Company issued and sold to OP Financial a total of 1,700,000 shares of its common stock, par value $0.01 per share, for an aggregate purchase price of $5,984,000 (or $3.52 per share). China Kington Asset Management Co. Ltd. served as placement agent in exchange for a commission equal to six percent of the total purchase price. OP Financial is a public company organized in the Cayman Islands. The principal business of OP Financial is as an investment firm focused on cross-border investment opportunities. On March 21, 2018, the Board of Directors of the Company elected Yanbin (Lawrence) Liu as a director of the Company. Mr. Liu is the joint chief operating officer & head of direct investment of OP Financial. The Reporting Person sought the appointment of Mr. Liu to the Board of Directors of the Company to provide greater oversight over its investment in the Company common stock and to strengthen its partnership with the Company in the Asia-Pacific region. A full-text copy of the regulatory filing is available at: https://is.gd/pOIWmc About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $7.40 million in 2017, a net loss and comprehensive loss of $13.15 million in 2016, and a net loss and comprehensive loss of $18.97 million in 2015. As of March 31, 2018, Novabay had $13.82 million in total assets, $4.95 million in total liabilities and $8.87 million in total stockholders' equity. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. The Company said that its planned operations raise substantial doubt about its ability to continue as a going concern, the Company stated in its Quarterly report for the period ended March 31, 2018. NOVAN INC: Posts $5.2 Million Net Loss in First Quarter ------------------------------------------------------- Novan, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss and comprehensive loss of $5.21 million on $658,000 of total revenue for the three months ended March 31, 2018, compared to a net loss and comprehensive loss of $11.38 million on $324,000 of total revenue for the three months ended March 31, 2017. As of March 31, 2018, Novan had $46.30 million in total assets, $34.92 million in total liabilities and $11.37 million in total stockholders' equity. Since its inception through March 31, 2018, the Company has financed its operations primarily with $183.9 million in net proceeds from the issuance and sale of equity securities and convertible debt securities, including $35.2 million in net proceeds from the sale of common stock and accompanying warrants in the January 2018 Offering and $44.6 million in net proceeds from the sale of common stock in our 2016 initial public offering. Other historical forms of funding have included payments received from licensing and supply arrangements and government research contracts and grants. The Company received an upfront payment of approximately $10.8 million following the execution of the Sato Agreement in the first quarter of 2017 for the exclusive right to develop, use and sell SB204 in certain topical dosage forms in Japan for the treatment of acne vulgaris. As of March 31, 2018, the Company had $28.1 million of cash and cash equivalents. The Company believes that cash on hand as of March 31, 2018, will provide it with adequate liquidity to fund our planned operating needs into the second quarter of 2019. However, the Company has concluded that the prevailing conditions and ongoing liquidity risks the Company faces raise substantial doubt about its ability to continue as a going concern. The Company anticipates that it will need substantial additional funding to continue its operating activities and make further advancements in each of its drug development programs. The Company's cash and cash equivalents are held in a variety of interest-bearing instruments, including money market accounts. Cash in excess of immediate requirements is invested with a view toward liquidity and capital preservation, and the Company seeks to minimize the potential effects of concentration and degrees of risk. On Jan. 9, 2018, Novan completed a public offering of its common stock and warrants under its effective shelf registration statement on Form S-3. The Company sold an aggregate of 10,000,000 shares of common stock and warrants to purchase up to 10,000,000 shares of its common stock at a public offering price of $3.80 per share of common stock and accompanying warrant. The warrant exercise price is $4.66 per share and the warrants will expire four years from the date of issuance. Net proceeds from the offering were approximately $35.2 million after deducting underwriting discounts and commissions and offering expenses of approximately $2.8 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/6uYSPH About Novan Inc. Based in Morrisville, North Carolina, Novan Inc. -- http://www.novan.com/-- is a clinical-stage biotechnology company focused on leveraging nitric oxide's natural antiviral and immunomodulatory mechanisms of action to treat dermatological and oncovirus-mediated diseases. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. The Company's ability to harness nitric oxide and its multiple mechanisms of action has enabled it to create a platform with the potential to generate differentiated product candidates. The two key components of the Company's nitric oxide platform are its proprietary Nitricil technology, which drives the creation of new chemical entities, or NCEs, and its topical formulation science, both of which the Company uses to tune the Company's product candidates for specific indications. Novan incurred reporting a net loss and comprehensive loss of $37.12 million in 2017 following a net loss and comprehensive loss of $59.69 million in 2016. As of Dec. 31, 2017, Novan had $21.13 million in total assets, $23.35 million in total liabilities and a total stockholders' deficit of $2.22 million. The report from the Company's independent accounting firm PricewaterhouseCoopers LLP on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations, negative cash flow from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. OAK HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based Oak Holdings LLC and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's $40 million revolving credit facility due in 2021 and $395 million first-lien term loan facility due in 2023. The recovery rating remains '3', indicating our expectation for meaningful (50%-70%, rounded estimate 55%) recovery in the event of a payment default." Adjusted debt outstanding as of March 31, 2018, was about $400 million. The ratings affirmation reflects S&P's expectations that Oak will strengthen its profitability and cash flow generation in fiscal 2018 as it addresses its operational missteps and benefits from improving cost structure, lower restructuring expenses, better pricing mix, and improved manufacturing efficiencies. These initiatives should help Oak deleverage to below 7x and generate positive levels of cash flows. The negative outlook reflects the significant increase in the company's leverage and the risk of a downgrade over the next one to two quarters if the company is unable to reduce leverage and improve cash flow generation consistent with our expectations. S&P said, "We could lower the ratings if the company does not reduce leverage to below 7x in 2018 or is unable to reverse the negative operating trends and improve free cash flow generation. We believe this could occur if the company fails to drive its planned growth and manufacturing inefficiencies persist, such that margins remain under pressure and cash flow generation continues to be weak. "We could revise the outlook to stable if the company restores its sales and strengthens its EBITDA margin with improved operational efficiencies and ongoing cost-saving initiatives, resulting in leverage improving to below 7x on a sustained basis and generating free cash flow in line with our forecasted levels." OXFORD ASSOCIATES: Taps Turek Roth as Special Counsel ----------------------------------------------------- Oxford Associates Group, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Turek Roth Grossman LLP as special counsel. The firm will help the Debtor address issues raised by the New York State Attorney General's Office regarding the offering plan it accepted for filing on November 1, 1986. It will also assist the Debtor in connection with the closing on any sale of the residential apartment units located in Yonkers, New York, should it decide to sell the properties. The firm's hourly rates range from $275 to $550. Allen Turek, Esq., the attorney who will be representing the Debtor, will charge $550 per hour. Mr. Turek 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: Allen M. Turek, Esq. Turek Roth Grossman LLP 377 Fifth Avenue, 6th Floor New York, NY 10016 Phone: 212-223-3562 Fax: 212-223-3614 About Oxford Associates Group Inc. Oxford Associates Group Inc., a New York corporation, owns 39 residential cooperative units located along Warburton Avenue, Yonkers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12487) on September 5, 2017. George Kyriakoudes, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Mary Kay Vyskocil presides over the case. The Debtor hired Pick & Zabicki LLP as its legal counsel. PAINTSVILLE INVESTORS: Taps Deming Malone Livesay as Accountant --------------------------------------------------------------- Paintsville Investors, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Kentucky, Pikeville Division, to hire Deming, Malone, Livesay & Ostroff effective as of May 9, 2018 for the purpose of preparing cost reports, auditing the Debtor's 401(k) plan, and providing general bookkeeping, auditing and accounting advice and services relating to the Debtor. The Firm has advised the Debtor that its fees for preparing the cost reports will be a fixed fee of $13,000, payable 1/2 upon approval of their retention, and 1/2 upon completion of the cost reports. In addition, the Firm will provide other Accounting Services on an hourly basis at rates of $335 for partners and commensurately lower rates for staff. Jeff McCaffrey, CPA, accountant of Deming, Malone, Livesay & Ostroff, attests that his firm is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14) and does not have any interest materially adverse to the interest of the Debtor's Estate. The firm can be reached through: Jeff McCaffrey, CPA Deming, Malone, Livesay & Ostroff 9300 Shelbyville Road, Suite 1100 Louisville, KY 40222 Phone: 502-426-9660 Fax: 502-425-0883 About Paintsville Investors Mountain Manor of Paintsville -- http://mountainmanorofpaintsville.com/-- is a 126-bed skilled nursing facility in Prestonsburg, Kentucky. Mountain Manor of Paintsville provides inpatient nursing and rehabilitative services to patients who require continuous health care. It offers many amenities for its patients, including: two large gathering rooms for family events, daily planned activities, secured courtyard, chapel, hair salon, in-house laundry, registered dietician, physical therapy services, occupational therapy services, speech therapy services, spacious dining room, 24/7 skilled nursing, private/semi-private rooms and a rehab unit. Paintsville Investors, LLC, d/b/a Mountain Manor of Paintsville, d/b/a Buckingham Place, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 18-70219) on April 9, 2018. In the petition signed by Franklin D. Fitzpatrick, trustee, manager, the Debtor disclosed $7.01 million in total assets and $9.81 million in total debt. The case is assigned to Judge Tracey N. Wise. The Debtor is represented by Dean A. Langdon, Esq. at Delcotto Law Group PLLC. PANTAGIS DINER: Taps Rosenthal Appraisal Company as Appraiser ------------------------------------------------------------- Pantagis Diner, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Stuart Rosenthal as appraiser. Rosenthal Appraisal Company will do full interior and exterior appraisal of the Debtor's real property located at 316 Woodbridge Avenue, Edison, NJ 09937. Rosenthal will be paid a flat appraisal fee of $3,500. Stuart Rosenthal at Rosenthal Appraisal Company attests that his firm does not hold an adverse interest to the estate and is a "disinterested person" under 11 U.S.C Sec. 101(14). The firm can be reached through: Stuart Rosenthal Rosenthal Appraisal Company 6 W Railroad Avenue Tenafly, NJ 07670 Phone: 201-567-4300 Fax: 201-567-3428 E-mail: rosappraisal@yahoo.com About Pantagis Diner Based in Edison, New Jersey, Pantagis Diner, LLC -- http://pantagisdiner.com/--is a small organization in the restaurants industry founded in 2008. The restaurant offers sandwiches, wraps and paninis, burgers, and Italian cuisine and seafood. Pantagis Diner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-33944) on Nov. 28, 2017. In the petition signed by Stephen A. Pantagis, its sole member, the Debtor disclosed $850,000 in assets and $1.20 million in liabilities. Judge Kathryn C. Ferguson presides over the case. PEN INC: Moves to OTCMKTS System After OTCQB Non-Compliance ----------------------------------------------------------- PEN Inc. announced that, due to a delay in filing its annual report, PEN is non-compliant under Section 2.2 of the OTCQB Listing Standards. Accordingly, shares of PEN Inc Class A common stock will no longer trade on the OTCQB. Starting Friday, May 18, 2018 the shares will be quoted on the OTCMKTS system. PEN said it is working diligently to complete its audit and to become current in its SEC filings. The company intends to seek to return to the OCTQB as soon as possible once it becomes current in its reporting obligations. Scott Rickert, president and chairman commented: "We are committed to becoming current in our reporting and applying to return to the OTCQB. In the fourth quarter of 2017 and the first quarter of 2018, our principal operating company, PEN Brands, was changing its location and shifting to increased outside production. This transition, which is ongoing, has taken significant management time. As a result, the year-end physical inventory happened late and increased the audit work. To prevent this in the future, we have hired a strong CFO at PEN Brands. Up until very recently, I believed we would complete the audit in time to maintain our OTCQB listing. Unfortunately, that is not the case and I share the frustration of our other shareholders at this result. I assure all our stakeholders that our team is dedicated to completing our SEC filings. We plan to apply to the OTCQB as soon as we are current with our SEC filings." About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. As of Sept. 30, 2017, Pen Inc. had $2.57 million in total assets, $3.34 million in total liabilities and a total stockholders' deficit of $770,444. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss in 2016 of $556,001, and has an accumulated deficit, stockholders' deficit and working capital deficit of $5,900,167, $578,096 and $1,072,691, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. PIERSON LAKES: Taps Watkins & Watkins as Tax Certiorari Counsel --------------------------------------------------------------- Pierson Lakes Homeowners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Watkins & Watkins, L.L.P. nunc pro tunc to March 27, 2018, to provide legal representation in connection with tax certiorari proceedings against the Town of Ramapo, New York. Watkins will be representing the Debtor in tax certiorari cases filed in the Supreme Court of the State of New York, County of Rockland, in an effort to reduce the Debtor's property tax burden on the certain common areas of the Development that it owns, namely Lots 38.20-1-20; 46.8-1-1; 38.19-1-5; and 46.12-2-4 located in the Town of Ramapo. Watkins will receive one-third of the refunds or savings achieved in a successful pursuit of the Certiorari Proceedings, plus reimbursement of all necessary disbursements made by Watkins on the Debtor's behalf. John E. Watkins, Jr., Esq., a member of the law firm of Watkins & Watkins, attests that Watkins represents no adverse interest to the Debtor or the estate in the matters upon which it is to be engaged. As such, Watkins is disinterested as that term is defined in 11 U.S.C. Sec. 101(14). The counsel can be reached through: John E. Watkins, Jr., Esq. Watkins & Watkins, LLP 150 Grand Street, Suite 520 White Plains, NY 10601 Phone: 914-428-1292 Fax: 914-428-4104 About Pierson Lakes Homeowners Association Pierson Lakes Homeowners Association, Inc., is a tax-exempt homeowners association based in Sterlington, New York. Pierson Lakes Homeowners Association filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-22463) on March 27, 2018. In the petition signed by Sean Rice, president, the Debtor disclosed $1.55 million in assets and $3.49 million in liabilities. The Hon. Robert D. Drain presides over the case. Gary M. Kushner, Esq., and Scott D. Simon, Esq., at Goetz Fitzpatrick LLP, serve as bankruptcy counsel to the Debtor. PIKE COUNTY, KY: S&P Lowers GO Debt Rating to 'BB', on Watch Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its long-term and underlying ratings on Pike County, Ky.'s general obligation (GO) bonds seven notches to 'BB' from 'A+.' The ratings are on CreditWatch with negative implications. "The downgrade reflects the county's general fund cash reserves weakening to near zero in the most recent audit following very weak operating budgetary performance, which we believe is a function of the county's very weak economy, very weak management, and very weak debt and liability profile," said S&P Global Ratings credit analyst Caroline West. "Our rating also incorporates our view of the delayed disclosure of the county's financial statements and lack of additional supporting information from county management. We view the county's management as very weak and lacking relevant skills under our Financial Management Assessment (FMA) methodology. In our view, the county faces major ongoing uncertainties, and exposure to adverse business, financial, or economic conditions could lead to inadequate capacity to meet its financial commitments." The CreditWatch reflects S&P's view there is at least a one-in-two chance it could withdraw the rating within 90 days if the county does not produce a financial statement for fiscal 2017 that it views as reliable, sufficient, and timely per its information quality standards. Pike County is in eastern Kentucky, about 140 miles east of Lexington and has an estimated population of 61,983. PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on Revenue Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on approximately $29 million of series 2015 fixed rate revenue bonds issued by the Michigan Finance Authority on behalf of the Presbyterian Villages of Michigan Obligated Group (PVM OG). The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of unrestricted receivables, a mortgage on certain properties, and a debt service reserve fund. KEY RATING DRIVERS MIXED OPERATING PROFILE: The service area around the Westland campus is somewhat challenged, although Chesterfield (East Harbor) has stronger demographic characteristics. Competition is present in the broad Detroit area, although somewhat limited around Westland and East Harbor. MIXED FINANCIAL PROFILE: Liquidity ratios are modest with cash on hand in the 140-150 days range, which is thin relative to the non-investment grade median, but cash-to-debt is comparatively more adequate at 35%. Maximum annual debt service (MADS) coverage - revenue only of 1.5x in fiscal 2017 is good for a non-investment grade continuing care retirement community (CCRC), and coverage was stronger in the first quarter of fiscal 2018. Operating metrics are also mixed as PVM OG generally records a favorable operating ratio below 100%, but its track record of net operating margin (NOM) is thin. A disproportionate share of revenue is derived from skilled nursing services. This limits PVM OG's pricing power since the majority of skilled nursing revenues are from government sources and contributes to thin operating margins. SOUND LONG-TERM LIABILITY PROFILE: PVM OG's debt burden is favorably low as MADS as a percentage of revenue measured 6.9% in fiscal 2017. PVM OG does not have a defined benefit pension plan and only limited exposure to operating leases. Debt-to-net available, however, measured a somewhat high 11.2x in fiscal 2017 but showed improvement in the first quarter of fiscal 2018. ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors associated with PVM OG's rating. RATING SENSITIVITIES OPERATIONAL PERFORMANCE: Continued weak operating metrics such as an operating ratio above 100% or NOM below 0% could pressure the rating, particularly if compounded with a weakening of liquidity ratios. Upward rating movement is not likely unless PVM OG materially improves its liquidity position. CREDIT PROFILE PVM is an ageing services network and is headquartered in Southfield, MI. PVM OG consists of PVM Corporate, the PVM Foundation, rental continuing care retirement communities in Westland and Chesterfield Township, MI, and a PVM entity that is a general partner in a PVM non-OG affordable housing campus. The two PVM OG campuses total 289 independent rental units (ILU), 117 assisted living units (ALU), and 90 skilled nursing beds (SNF). As of March 31, 2018 PVM also has an ownership interest in approximately 2,035 ILUs and ALUs through non-obligated entities, most of which it manages and an equity interest in a Program of All-Inclusive Care for the Elderly (PACE). PVM manages 1,051 ILUs and ALUs for which it does not have an ownership interest. All PVM owned and managed properties are in Michigan. PVM OG recorded just over $27 million in operating revenue in fiscal 2017. The full PVM system, including non-OG members, recorded operating revenue of approximately $115 million in fiscal 2017, and revenue growth has increased considerably in recent years. MIXED OPERATING PROFILE PVM OG's service area characteristics are mixed. The service area around the Westland campus is somewhat challenged while East Harbor is more favorable with growth prospects. According to Zillow, the median home value in Chesterfield (East Harbor) is $179,000 (in-line with the national average). Fitch currently rates Chesterfield Township 'AA-'. The median home value in Westland is just under $115,000. There are senior living competitors throughout the broad Detroit metro area. Comparable competition is somewhat limited in the communities immediately surrounding Westland and Chesterfield. Management notes that East Harbor is still one of only two full service CCRCs in Macomb County. New competition is expected to enter the Chesterfield market in the next 1-1.5 years, although PVM management notes that the new competition will not be a full CCRC and will be focused primarily on ILUs with some limited ALUs. PVM OG's occupancy remains somewhat modest, with ILUs and ALUs in the mid-80% range, while SNF occupancy is in the low-to-mid 90% range. Most areas of occupancy are trending up in 2018, particularly SNF. The PVM OG nursing facility has a five-star rating from CMS, and East Harbor was the recipient of the Governor's Award of Excellence. MIXED FINANCIAL PROFILE Operating metrics are mixed as PVM OG generally records favorable operating ratio below 100% (non-investment grade median is 101.5%). The operating ratio weakened to 103%, however, in fiscal 2017. Challenges included below budget occupancy leading to lower resident revenue, a decline in management fees due to a three-month delay in the opening of the Weinberg Green Houses, an increase in bad debt due largely to a $343,000 interest in note receivable related to the sale of Redford that is now considered doubtful (an increase in interest income was also recorded). Favorably, PVM OG partially offset revenue challenges with expense savings in fiscal 2017, including delaying filling open positions, reworking leadership in the nursing area, and daily shift management to monitor costs. Despite the challenges in fiscal 2017, PVM OG's operating ratio averaged 98.7% over the last five years, which compares favorably to the non-investment grade median. Fitch expects PVM OG to record an operating ratio of below 100% on a sustained basis; results in Q1 fiscal 2018 are favorable at 98.1%. Less favorably, PVM OG's track-record of NOM is well below peers, and the margin was below 0% in fiscal 2016 and fiscal 2017 (non-investment grade median is 9.5%). The majority of PVM OG's revenues are derived from skilled nursing services, which leads to limited pricing power (given that the majority of skilled nursing are from government sources) and contributes to PVM's thin operating margins. Despite somewhat modest cash flow generation, PVM OG's MADS coverage is sound. MADS coverage - revenue only of 1.5x in fiscal 2017 is good for a non-investment grade CCRC (non-investment grade median is 0.7x), and coverage of 3.1x in Q1 fiscal 2018 is strong. PVM OG's liquidity ratios are modest with cash on hand of 143 days at fiscal year-end 2017 and 149 days at March 31, 2018 (non-investment grade median is 283 days). Cash-to-debt is comparatively more adequate at 35.2% at year-end 2017 and 34.4% at March 31, 2018 (non-investment grade median is 34%). Capital investments in the coming years include a $10.2 million project being completed in June 2018 to renovate and upgrade of East Harbor licensed areas. Other key planned initiatives include new ILUs (East Harbor has a long waitlist for ILUs) outside the OG and a wellness center inside the OG for which PVM is fundraising. Capital projects at Westland include the conversion of 14 two-bedroom units to one-bedroom and studio units with a separate dining facility. East Harbor has a $2.1 million capital campaign to support its rehabilitation and wellness center. Additionally, in 2017 the foundation developed a five-year goal to raise at least $30 million. The foundation has a track-record of successful fundraising, including through the 2008 credit crisis. For example, management reports that PVM exceeded its previous $27.4 million campaign over a seven-year period by raising over $29 million. SOUND LONG-TERM LIABILITY PROFILE PVM OG's debt burden is favorably low as MADS as a percentage of revenue measured 6.9% in fiscal 2017, well below the non-investment grade median of 17.1%. The OG's debt equivalents are manageable, as PVM OG does not have a defined benefit pension plan and only limited exposure to operating leases (operating lease expense was $165,000 in fiscal 2017). Debt-to-net available measured a somewhat high 11.2x in fiscal 2017 (although a much better 5.0x in Q1 fiscal 2018). ASYMMETRIC RISK FACTORS There are no asymmetric risk factors associated with PVM OG's rating. QUEST PATENT: Incurs $453,900 Net Loss in First Quarter ------------------------------------------------------- Quest Patent Research Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $453,917 on $857,318 of revenues for the three months ended March 31, 2018, compared to a net loss of $263,317 on $15,808 of revenues for the three months ended March 31, 2017. As of March 31, 2018, Quest Patent had $2.38 million in total assets, $5.26 million in total liabilities and a total stockholders' deficit of $2.88 million. At March 31, 2018, the Company had current assets of approximately $26,000, and current liabilities of approximately $4,550,000. Its current liabilities include approximately $100,000 payable to Intellectual Ventures, loans payable of approximately $3,540,000 (net of discount of approximately $487,000) and accrued interest of approximately $185,000 payable to United Wireless and loans payable of $163,000 and accrued interest of approximately $269,000 due to former directors and minority stockholders. As of March 31, 2018, the Company has an accumulated deficit of approximately $17,003,000 and a negative working capital of approximately $4,523,000. Other than salary to its chief executive officer, the Company does not contemplate any other material operating expense in the near future other than normal general and administrative expenses, including expenses relating to its status as a public company filing reports with the SEC. "We cannot assure you that we will be successful in generating future revenues, in obtaining additional debt or equity financing or that such additional debt or equity financing will be available on terms acceptable to us, if at all, or that we will be able to obtain any third party funding in connection with any of our intellectual property portfolios. We have no credit facilities. "We have an agreement with a funding source which is providing litigation financing in connection with our pending litigation relating to our mobile data portfolio. We cannot predict the success of any pending or future litigation. Our obligations to United Wireless are not contingent upon the success of any litigation. If we fail to generate a sufficient recovery in these actions (net of any portion of any recovery payable to the funding source or our legal counsel) in a timely manner to enable us to pay United Wireless on the present loans and the additional loans which United Wireless has agreed to make to us, we would be in default under our agreements with United Wireless which could result in United Wireless obtaining ownership of the three subsidiaries which own the patent rights we acquired from Intellectual Ventures. Our agreements with the funding sources provide that the funding sources will participate in any recovery which is generated. We believe that our financial condition, our history of losses and negative cash flow from operations, and our low stock price make it difficult for us to raise funds in the debt or equity markets," the Company stated in the SEC filing. "Because of our continuing losses, our working capital deficiency, the uncertainty of future revenue, our obligations to Intellectual Ventures and United Wireless, our low stock price and the absence of a trading market in our common stock, our ability to raise funds in equity market or from lenders is severely impaired, and we may not be able to continue as a going concern. Although we may seek to raise funds and to obtain third party funding for litigation to enforce our intellectual property rights, the availability of such funds in uncertain. "Although the Company may seek to raise funds and to obtain third party funding for litigation to enforce its intellectual property rights, the availability of such funds is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://is.gd/fH20Mg About Quest Patent Quest Patent Research Corporation is an intellectual property asset management company. The Company's principal operations include the development, acquisition, licensing and enforcement of intellectual property rights that are either owned or controlled by the Company or one of its wholly owned subsidiaries. The Company currently owns, control or manage eight intellectual property portfolios, which principally consist of patent rights. The Company's eight intellectual property portfolios include the three portfolios which the Company acquired in October 2015 from Intellectual Ventures Assets 16, LLC. Quest Patent incurred a net loss of $1.16 million in 2017 following a net loss of $956,000 in 2016. As of Dec. 31, 2017, Quest Patent had $2.63 million in total assets, $5.06 million in total liabilities and a total stockholders' deficit of $2.42 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2013, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017 stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. RED TAPE: Seeks Aug. 20 Exclusive Plan Filing Period Extension -------------------------------------------------------------- Red Tape, Inc. and Red Tape II, Inc., ask the U.S. Bankruptcy Court for the Southern District of Texas for a 90-day extension of the time periods within which the Debtors has the exclusive right to file and solicit a plan of reorganization, such that the time to file a plan of reorganization is extended to August 20, 2018, and if a plan is timely filed, the exclusive period will be further extended. The Debtors request this extension of the Exclusive Filing Period in order to preserve their exclusive right to modify the Plan as a result of recent developments and further negotiations that are likely to ensue. Unless extended, the Debtors' exclusive period for filing a proposed plan would expire on May 21, 2018. Absent the requested extension of exclusivity period, the Debtors would face the prospect of a plan process involving multiple competing plans. The filing of competing plans at this key stage of the Debtors' chapter 11 cases would delay and disrupt the plan process and be an inefficient use of estate resources. No creditor will be prejudiced by the requested extensions and the Debtors believe that ample cause exists to grant the relief requested herein. The Debtors are making progress internally towards developing the terms of a plan and the Debtors have or will reach out to particular creditors regarding such terms. Particularly, the Debtors are cooperating in good faith with the secured creditors International Bank of Commerce, Home Tax Solutions, and the taxing authorities. Per Debtors' counsel's discussion with counsel for creditors, none of the Creditors specifically object to the requested extension of exclusivity period. The Debtors believe that it will be necessary to file adversary proceedings to challenge the extent and validity of the Texas Comptroller of Public Account Proof of Claim. Specifically, the Debtors assert that they cannot accurately formulate a plan of reorganization without a determination of whether the Texas Comptroller's proof of claim amounts are recoverable under 11 U.S.C. section 507(a)(8) as taxes or penalties owed to a governmental unit that must be paid within 5 years. The Debtors claim that they are not seeking the extension of the Exclusivity Period as a negotiation tactic, to artificially delay the conclusion of these chapter 11 cases, or to hold creditors hostage to an unsatisfactory plan proposal. To the contrary, the requested extended is intended to maintain a framework conducive to an orderly, efficient, and cost-effective confirmation process. The Debtors seek this extension as a means of relief, such that the Debtors can have adequate time to devote resources to developing a plan of reorganization that will benefit all creditors and interest holders. About Red Tape, Inc. Red Tape Inc. is a small organization in the civic, social, and fraternal associations industry located in Brownsville, Texas. Red Tape Inc., based in Brownsville, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-10443) on Nov. 22, 2017. In the petition signed by Ramiro Armendariz, its president, the Debtors estimated $1 million to $10 million in assets and liabilities. The Hon. Eduardo V Rodriguez presides over the case. Ricardo Guerra, Esq., at Guerra & Smeberg, PLLC, serves as bankruptcy counsel. RELATIVITY MEDIA: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------- The U.S. Trustee for Region 2 on May 18 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Relativity Media, LLC and its affiliates. The committee members are: (1) Cinedigm Corp. 45 West 36th Street New York, NY 10018 Attn: Frank Lupo Vice-President Finance (2) Crystal Screens Media, Inc. 125 West 55th Street New York, NY 10019 Attn: Thomas G. FitzGerald Senior Managing Director (3) WWE Studios, Inc. 1241 East Main Street Stamford, CT 06902 Attn: Matthew A. Rivela Vice-President Business and Legal Affairs - Entertainment (4) Pure Flix Entertainment, LLC 18940 N. Pima Road, Suite 110 Scottsdale, AZ 85255 Attn: Jim Ameduri, Partner (5) Adam Fields 9769 Apricot Lane Beverly Hills, CA 90210 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 Relativity Media Relativity Media, LLC is an American media company headquartered in Beverly Hills, California, founded in 2004 by Lynwood Spinks and Ryan Kavanaugh. Relativity Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 18-11358) on May 3, 2018. This is the company's second trip to Chapter 11. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, previously sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). In the petitions signed by Colin M. Adams, chief restructuring officer, Relativity Media disclosed that it had estimated assets of $100 million to $500 million and liabilities of $500 million to $1 billion. Judge Michael E. Wiles presides over the cases. The Debtors tapped Winston & Strawn LLP as their legal counsel; M-III Partners, LP as restructuring advisor; and Prime Clerk LLC as noticing and claims consultant. RENNOVA HEALTH: Delays First Quarter Form 10-Q Filing ----------------------------------------------------- Rennova Health, Inc., was unable to file its quarterly report on Form 10-Q for the quarter ended March 31, 2018 within the prescribed time. The Company said it requires additional time to complete the review of its consolidated financial statements as of and for the three months ended March 31, 2018. The Company expects to file its Form 10-Q on or prior to May 21, 2018. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides diagnostics and supportive software solutions to healthcare providers. The Company's principal lines of business are diagnostic laboratory services, supportive software solutions and decision support and informatics services. The company is headquartered in West Palm Beach, Florida. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Rennova Health had $6.29 million in total assets, $41.06 million in total liabilities, $5.83 million in redeemable preferred stock, and a total stockholders' deficit of $40.61 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RIDGEMOUR MEYER: Must Pay Law Firm $259K Plus 2.22% Interest ------------------------------------------------------------ The dispute between debtor Ridgemour Meyer Properties, LLC and law firm Goetz Fitzpatrick LLP concerns the allowance of proof of claim no. 5 filed by the law firm. GF represented the Debtor in prepetition litigation which has already been the subject of a motion to appoint a chapter 11 trustee in this Court and professional malpractice litigation in state court. The Claim was originally filed in the amount of $350,555.49, but has been reduced by agreement to $310,104.21 to eliminate post-petition charges as GF was never retained in this chapter 11 case. Having conducted a four-day evidentiary hearing, Bankruptcy Judge Stuart M. Bernstein concludes that the claim should be allowed in the amount of $259,606.71, and in accordance with the confirmed Plan, direct the Debtor to promptly pay the allowed amount of the claim plus post-petition interest at the annual rate of 2.22%. Ridgemour argued that the entire claim should be denied in full based on in pari delicto and collateral estoppel. It also maintained that Ridgemour cannot be charged for the fees attributable to GF's representation of owner William Meyer or computer legal research, GF's time entries are lumped or block-billed, a portion of its services were unreasonable or unnecessary, including GF partner Ellen August's time on the Arbitration and bankruptcy consultations on April 28, 29, 30, June 20, 26, July 17, August 4, 5 and 6 2008. Ridgemour also contends that the Merida bills are entitled to the "missing witness presumption." The Debtor's argument regarding issue preclusion or collateral estoppel is based on the decision of the state court in Ridgemour II. There, the court dismissed the Malpractice Action based primarily on this Court's findings in Ridgemour I that Ridgemour and GF "acted dishonestly in connection with the Property transfer and the subsequent coverup." The state court also cited emails, mostly sent by Rotonde to others, including Carbone, in late June 2008, which "show that Rotonde actively worked with Carbone (and others) and knowingly participated in the deceitful scheme, despite his assertion that he was only following Carbone's advice." The state court did not review or rule on any of the services rendered by GF prior to late June 2008; those services were irrelevant to the Malpractice Action and its decision. The Malpractice Action asserted claims based on the filing of the deeds and the cover up. The parties did not litigate and the state court did not decide whether the services GF rendered in connection with the Arbitration prior to late June 2008 were dishonest or unreasonable or unnecessary, and collateral estoppel does not preclude the Court from deciding whether GF's fees, particularly those relating to services before the recordation of the deeds, were unreasonable or unnecessary. Ridgemour nevertheless contends that in pari delicto bars the entire claim based on the state court's conclusion that GF and Ridgemour were in pari delicto in connection with the acts relating to the recordation of the deeds and the cover-up. The doctrine of in pari delicto is more limited in contract disputes. Here, GF incurred unpaid fees pursuant to an enforceable retainer agreement for legal services which did not contemplate any wrongful conduct. Accordingly, in pari delicto does not bar the recovery of fees that accrued prior to GF's improper acts. Ridgemour also contends that GF billed it for bankruptcy advice on the occasions previously noted, Ridgemour did not retain GF to render bankruptcy advice, there was no need for bankruptcy advice, and "GF abandoned the arbitration and coerced the debtor to file bankruptcy in order to protect GF's illegal and deceitful conduct." In considering a lawyer's fee, the Court does not view the reasonableness or necessity of the services in hindsight, but instead, whether, at the time the work was performed, a reasonable attorney would have engaged in similar time expenditures." Although Ridgemour contends that there was no need for bankruptcy advice in April, the facts suggest otherwise. Before then, when the outcome was bleak, and Ridgemour admits that GF partner Donald Carbone "was exploring whether bankruptcy might be strategically necessary to stop [the Arbitrator] from ruling adverse to [Ridgemour]." Moreover, GF's time records indicate that Rotonde participated in conference calls with Carbone regarding bankruptcy on April 28 and April 29, and met with Carbone and Robert Rattet, a bankruptcy lawyer, on April 30, 2008. Thus, these services were reasonable and necessary when they were rendered. The claim is, therefore, allowed in the amount of $259,606.71, and Ridgemour is directed to pay that sum, plus post-petition interest, in accordance with the Plan. A full-text copy of the Court's Findings of Fact and Conclusions of Law is available at: http://bankrupt.com/misc/nysb08-13153-394.pdf Goetz Fitzpatrick LLP is represented by: Gary M. Kushner, Esq. Scott D. Simon, Esq. GOETZ FITZPATRICK LLP One Penn Plaza, 31st Floor New York, NY 10119 Ridgemour Meter Properties, LLC c/k/a Metropolitan Plaza WP, LLC is represented by: Joseph T. Adragna, Esq. 58 East Main Street Huntington, NY 11743 About Ridgemour Meyer Properties Headquartered in New York, Ridgemour Meyer Properties, LLC, is a real estate developer. The company filed for Chapter 11 protection from its creditors on Aug. 11, 2008 (Bankr. S.D.N.Y. Case No.08-13153). Marc Stuart Goldberg, Esq., at M. Stuart Goldberg, LLC, represents the Debtor. When the Debtor filed protection from its creditors, it listed both assets and debts between $10 million and $50 million. RMH FRANCHISE: May 24 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 24, 2018, at 10:00 a.m. in the bankruptcy case of RMH Franchise Holdings, Inc. The meeting will be held at: The Hotel Du Ponte 42 W. 11th Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Headquartered in Atlanta, Georgia, RMH Franchise Holdings, Inc., is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. It is the direct or indirect parent of each of the other debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions signed by Michael Muldoon, president, the Debtors estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. Kenneth J. Enos, Esq., and Blake M. Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Mastodon Ventures, Inc., serves as their restructuring advisor. Prime Clerk serves as claims and noticing agent. ROCKPORT COMPANY: Meeting Today Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 23, 2018, at 10:00 a.m. in the bankruptcy case of The Rockport Company, LLC. The meeting will be held at: The Du Pont Hotel 42 W. 11th Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. The Rockport Company, LLC and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, LLC et al., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018, listing under $100 million to $500 million in assets and under $100 million to $500 million in liabilities. The petition was signed by Paul Kosturos, the Debtors' interim chief financial officer. The Debtor's counsel are Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq., and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP; their investment banker is Houlihan Lokey Capital, Inc.; and their restructuring and interim management advisor is Alvarez & Marsal North America LLC. Prime Clerk serves as the Debtors' claims, noticing agent and administrative advisor. ROSEGARDEN HEALTH: Taps Braunstein as Chief Restructuring Officer ----------------------------------------------------------------- The Rosegarden Health and Rehabilitation Center, LLC, and Bridgeport Health Care Center, Inc., seek approval from the U.S. Bankruptcy Court for the District of Connecticut, New Haven Division, to authorize Long Term Care Management LLC to provide the Debtors with a chief restructuring officer and additional personnel and designating Barry Braunstein as chief restructuring officer to the Debtors. Services the Debtors require of Mr. Braunstein are: (a) assume the role of CRO to oversee and manage the Debtors during the pendency of their Chapter 11 cases; (b) advise, assist and direct the Debtors in the operation of their businesses; (c) direct the preparation of operating reports in the Chapter 11 cases as required by applicable bankruptcy rules and U.S. Trustee Guidelines; (d) prepare a debtor-in-possession financing budget in the Chapter 11 case; (e) evaluate and challenge Debtors' business plan, including underlying assumptions. Such business plan will be used as a basis for developing capital restructuring alternatives; (f) develop and recommend long-term capital restructuring alternatives; (g) negotiate and implement Debtors' selected capital restructuring plan with various creditors and other parties in interest, as necessary; (h) advise and assist Debtors with their Chapter 11 proceedings, including retaining financial advisors, accountants, and other professionals as necessary; (i) institute and prosecute all legal proceedings necessary, including, but not limited to, turnover, preferences, and/or fraudulent conveyance actions in order to recover property for the estate; (j) periodically provide information deemed by the CRO to be reasonable and relevant to the Debtors and their members and/or managers to apprise them of the status and progress of the CRO's activities; and (k) provide such other services as the Debtors request and Braunstein agrees to perform. The Debtors agree to provide LTCM with a commission of 1.5% of any sales of Debtors' assets. Upon substantial consummation of a Chapter 11 plan of reorganization, LTCM will also be entitled to receive a success fee of $400,000 minus any Sales Fees previously paid by Debtors. Barry Braunstein, CEO for LTCM, attests that LTCM is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). The CRO can be reached through: Barry Braunstein Long Term Care Management LLC Luxor Estates, Suite A3 Loch Sheldrake, NY 12759 About Rosegarden Health and Bridgeport Health Care The Rosegarden Health and Rehabilitation Center LLC and Bridgeport Health Care Center Inc. provide nursing care and rehabilitation services. They sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Lead Case No. 18-30623) on April 18, 2018. In the petitions signed by Chaim Stern, Rosegarden Health manager, Rosegarden Health estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million; and Bridgeport estimated $10 million to $50 million in assets and liabilities. RU CAB: Taps Alla Kachan as Legal Counsel ----------------------------------------- RU Cab Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of Alla Kachan, P.C., as its legal counsel. The firm will assist the Debtor in administering its Chapter 11 case; represent the Debtor in prosecuting adversary proceedings to collect assets of its estate; negotiate with creditors in preparing a plan of reorganization; and provide other legal services related to the case. The firm will charge $325 per hour for the services of its attorneys. Clerks and paraprofessionals charge $175 per hour. Kachan received an initial retainer in the sum of $15,000. Alla Kachan, Esq., a member of the firm, 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: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com About RU Cab Corp. RU Cab Corp. is a privately-held company located in Brooklyn, New York, in the taxi and limousine service industry. It owns two taxi medallions valued at $850,000. RU Cab is a small business debtor as defined in 11 U.S.C. Section 101(51D). RU Cab sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41706) on March 28, 2018. In the petition signed by Leonid Umansky, president, the Debtor disclosed $850,000 in assets and $1.35 million in liabilities. Judge Nancy Hershey Lord presides over the case. RU CAB: Taps Wisdom Professional as Accountant ---------------------------------------------- RU Cab Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wisdom Professional Services, Inc., as its accountant. The firm will assist the Debtor in the preparation of its monthly operating reports. WPS will charge an hourly fee of $300 for the preparation of the monthly operating reports, and received an initial retainer in the sum of $2,000. Depending on the duration of the Debtor's case, the total cost of services is $3,600. Michael Shtarkman, a certified public accountant employed with WPS, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. WPS can be reached through: Michael Shtarkman Wisdom Professional Services, Inc. 2546 East 17th Street, 2nd Floor Brooklyn, NY 11235 Phone: +1 718-554-6672 About RU Cab Corp. RU Cab Corp. is a privately-held company located in Brooklyn, New York, in the taxi and limousine service industry. It owns two taxi medallions valued at $850,000. RU Cab is a small business debtor as defined in 11 U.S.C. Section 101(51D). RU Cab sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41706) on March 28, 2018. In the petition signed by Leonid Umansky, president, the Debtor disclosed $850,000 in assets and $1.35 million in liabilities. Judge Nancy Hershey Lord presides over the case. SCHLETTER INC: Hire Moore & Van Allen PLLC as Bankruptcy Counsel ---------------------------------------------------------------- Schletter Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, to hire Moore & Van Allen PLLC as bankruptcy counsel. The professional services that MVA will render are: a. provide the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business and management of its assets; b. assist in taking all necessary action to protect and preserve the Debtor’s estate, including the prosecution of actions on the behalf of Debtor, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; c. prepare or assist in preparing all necessary schedules, statements, applications, answers, orders, reports, motions and notices in connection with the administration of the estate of the Debtor; d. prepare responses to applications, motions, other pleadings, notices, and other papers that may be filed and served in the Chapter 11 Case; e. appear before this Court and such other courts as may be appropriate to represent the interests of the Debtor in matters that require representation and to represent and assist Debtor in negotiations with other parties in interests in the Chapter 11 Case; f. advise the Debtor concerning actions it might take to collect and recovery property for the benefit of its estate; g. advise the Debtor concerning executory contracts and unexpired lease assumptions, assignments, and rejections; h. advise the Debtor in connection with the Debtor's any postpetition financing under Section 364 of the Bankruptcy Code, any sale of all or substantially all of its assets under section 363 of the Bankruptcy Code, and any issues arising out of the chapter 15 proceeding filed by Schletter GmbH; i. advise the Debtor in formulating and preparing a chapter 11 plan on behalf of the Debtor, the related disclosure statement, any revisions, amendments relating to such documents, and all related materials, and advising and assisting the Debtor in connection with the solicitation and confirmation processes; and j. perform all other necessary legal services for the Debtor which may be necessary in the Chapter 11 Case. Hillary B. Crabtree, Esq., member of the law firm of Moore & Van Allen PLLC, attests that MVA is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. MVA’s 2018 standard hourly rates are: a. Hillary Crabtree (Member) - $470 b. Doug Ghidina (Member) - $500 c. Zachary Smith (Member) - $710 d. Scott Tyler (Member) – $515 e. David Wheeler (Member) – $465 f. Chris Tomlinson (Member) – $385 g. Paul Peralta (Member) - $515 h. Jim Langdon (Member) - $650 i. Glenn Huether (Associate) - $290 j. Britt Ricks (Associate) - $245 k. Cole Richins (Associate) - $375 l. Gabriel Mathless (Associate) - $375 m. Reid Dyer (Associate) - $305 The counsel can be reached through: Hillary B. Crabtree, Esq. Moore & Van Allen PLLC 100 North Tryon Street, Suite 4700 Charlotte, NC 28202-4003 Tel: (704) 331-1000 Fax: (704) 331-1159 About Schletter Inc Schletter Inc. -- https://www.schletter.us -- is a manufacturer of photovoltaic mounting systems made of aluminium and steel for utility-scale, commercial, and residential PV applications. The Company is part of the Schletter Group that manufactures mounting systems for roofs, facades and open areas (solar farms) as well as solar carports. With production facilities in Germany, the USA and China as well as an international network of distribution and service companies, the Schletter Group is active in all important international markets. Schletter Inc. filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 18-40169) on April 24, 2018, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Russell Schmit, president and CEO. Judge Craig J. Whitley presides over the case. Hillary B. Crabtree, Esq. at Moore & Van Allen PLLC represents the Debtor as counsel. SCHROEDER BROTHERS: Court Approves Disclosure Statement ------------------------------------------------------- Judge Catherine J. Furay of the U.S. Bankruptcy Court for the Western District of Wisconsin approved the amended disclosure statement explaining Schroeder Brother Farms of Camp Douglas LLP's Amended Plan of Reorganization. The Disclosure Statement came for hearing on May 3. Galen W. Pittman, Esq., appeared for the Debtor. Ross Schroeder and Colleen Schroeder appeared on behalf of Schroeder Brothers Farms Partnership. Thomas Walz, Esq., appeared for the U.S. Trustee. Ann Ustad Smith, Esq., appeared for BMO Harris, and Craig Stevenson, Esq., appeared for the Official Committee of Unsecured Creditors. About Schroeder Brothers Schroeder Brothers Farm of Camp Douglas LLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Wis. Case No. 16-13719) on November 2, 2016. The petition was signed by Rocky Schroeder, authorized representative. The case is assigned to Judge Catherine J. Furay. The Debtor is represented by Pittman & Pittman Law Offices, LLC. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $1 million to $10 million. On December 7, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired DeWitt Ross & Stevens S.C. as its bankruptcy counsel. SCHULTE PROPERTIES: Hires Johnson & Gubler P.C. as Counsel ---------------------------------------------------------- Schulte Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Johnson & Gubler P.C. as counsel. Professional services to be rendered by Johnson & Gubler are: a. institute, prosecuted or defend any lawsuit, adversary proceedings and/or contest matters arising out of the bankruptcy proceeding in which the Debtor may be a party; b. assist in the recovery and obtain necessary Court approval for recovery and liquidation of estate assets, and to assist in the protecting and persevering the same where necessary; c. assist in determining the priorities and staus of claims and filing objections where necessary; d. assist in the preparation of a disclosure statement and plan of reorganization; and e. advise the Debtor and perform all other legal services for the Debtor which may become necessary in this bankruptcy proceeding. Current hourly rates charged by the firm are: Not exceeding $425 for attorneys Not exceeding $175 for paralegals Matther L. Johnson of Johnson & Gubler P.C. attests that he and his firm do not hold or represent an interest adverse to the Debtor's estate and are disinterested persons under 11 U.S.C. 101(14). The counsel can be reached through: Matthew L. Johnson, Esq. Russell G. Gubler, Esq. Ashveen S. Dhillon, Esq. JOHNSON & GUBLER, P.C. 8831 West Sahara Avenue Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 Email: mjohnson@mjohsonlaw.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SEBRING MANAGEMENT: Plan Admin Taps Cimo Mazer as Special Counsel ----------------------------------------------------------------- Carol Fox, plan administrator for Sebring Management FL, LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the Law Firm of Cimo Mazer Mark, PLLC, as special counsel. The firm will assist the plan administrator in the investigation, analysis and pursuit of litigation claims, including Chapter 5 claims, director and officer liability claims, and claims against professionals. With respect to Chapter 5 claims, Cimo will be paid a contingency fee of 25% of the gross recoveries achieved prior to the filing of a complaint; 30% of gross recoveries achieved after the filing of a complaint but prior to commencement of trial; and 35% of gross recoveries achieved after the commencement of trial. With respect to the director and officer liability claims, Cimo and Leon Cosgrove LLC, the Debtor's special insurance litigation counsel, will serve as co-counsel and will be paid a contingency fee of 40% of the gross recoveries. Cimo will get 35% of the gross recoveries while Leon Cosgrove will get 5%. Meanwhile, the firm will be paid a contingency fee of 35% of the gross recoveries with respect to claims against professionals and other litigation claims. David Cimo, Esq., a shareholder of Cimo, disclosed in a court filing that he and his firm do not hold or represent any interests adverse to the plan administrator, the Debtors and their estates. The firm can be reached through: David C. Cimo, Esq. Cimo Mazer Mark, PLLC 100 SE 2nd Street, Suite 3650 Miami, FL 33131 About Sebring Management Clearwater, Florida-based Sebring Management FL, LLC, and its three affiliates sought protection under Chapter 11 of the Bankruptcy Code on Aug. 23, 2015 (Bankr. M.D. Fla., Case No. 15-08589). The Debtors were represented by Jay B Verona, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa, Florida. In the petition signed by CEO Leif W. Anderson, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. No official committee of unsecured creditors has been appointed in the case. * * * On May 19, 2016, the Debtors filed the Plan of Orderly Liquidation. The Plan was amended on July 6, 2016. On July 18, 2016, the Court entered the Amended Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement on a Final Basis, and (II) Confirming the Joint Plan of Orderly Liquidation. Pursuant to the plan confirmation order, and as requested in the Plan, Carol Fox was appointed plan administrator of the Debtors' estates. The effective date of the Plan occurred on Aug. 12, 2016. The Plan Administrator has hired Jennis Law Firm as counsel, Morgan & Morgan, P.A., Genovese Joblove & Battista, P.A., the Law Firm of Leon Cosgrove, LLC, as special counsel, Advisory & Capital Group, LLC, as financial advisor, Howard & Company of Sarasota, Inc., as accountant. STEAM DISTRIBUTION: U.S. Trustee Forms 5-Member Committee --------------------------------------------------------- The U.S. Trustee for Region 17 on May 18 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Steam Distribution LLC and its affiliate Havz, LLC. The committee members are: (1) AOP Ventures, Inc. 2540 Corporate Pl., Suite B103 Monterey Park, CA 91754 Email: ryan@vegaslawfirm.legal (2) Chubby Gorilla, Inc. 4080 N. Palm St., Suite 802-803 Fullerton, CA 92835 Email: ameer@chubbygorilla.com (3) Team 32 Packaging P.O. Box 729 Yorba Linda, CA 92885 Email: barry@team32packaging.com (4) WJ Labs LLC/Custom Research Labs, Inc. 432 W Alondra Blvd. Gardena, CA 90248 Email: steve@customresearchlabs.com (5) Starbuzz Tobacco, Inc. 10871 Forbes Ave. Garden Grove, CA 92843 Email: zien@starbuzztobacco.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Steam Distribution Steam Distribution -- http://www.onehitwondereliquid.com/-- is a wholesaler and distributor in the vape/e-cig industries. Handcrafted in Los Angeles, California, One Hit Wonder eLiquid contains ingredients including TruNic 100% USA grown and extracted liquid nicotine. Steam Distribution, LLC, Havz, LLC, d/b/a Steam Wholesale (Bankr. D. Nev. Case No. 18-11599) and One Hit Wonder, Inc., each filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-11598 to 18-11600), commencing their bankruptcy cases on March 26, 2018. The Debtors have filed motions requesting joint administration of their three cases. In the petitions signed by Robert Hackett, managing member, Steam Distribution and One Hit Wonder estimated assets and liabilities at $1 million to $10 million each, while Havz estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. August B. Landis and the Hon. Mike K. Nakagawa are assigned to these cases. The Debtors hired Candace C. Carlyon, Esq. of Clark Hill PLLC and John Patrick M. Fritz, Esq. of Levene, Neale, Bender, Yoo & Brill LLP as counsel. SUNNY OCEAN: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sunny Ocean 699 LLC (DE) 300 Alton Road Suite 100 Miami Beach, FL 33139 Business Description: Sunny Ocean 699 LLC is a privately held company whose principal assets are located at 699 Ocean Blvd Golden Beach, FL 33160. Chapter 11 Petition Date: May 21, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-16108 Judge: Hon. Jay A. Cristol Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305.904-1903 Fax: 800-559-1870 Email: aresty@mac.com aresty@icloud.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jon Shields, manager/member. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-16108.pdf SUNSHINE DAIRY: Affiliate Taps Motschenbacher as Legal Counsel -------------------------------------------------------------- Karamanos Holdings, Inc., an affiliate of Sunshine Dairy Foods Management, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Motschenbacher & Blattner, LLP, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; pursue claims of the estate; give advice concerning alternatives for restructuring its debts and financial affairs pursuant to a plan or for liquidating its assets; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Nicholas Henderson Partner $375 Alex Trauman Partner $375 Troy Sexton Associate $315 Jeremy Tolchin Associate $325 Sean Glinka Associate $315 Christopher Sturgeon Legal Assistant $150 Motschenbacher has agreed to receive a retainer of $50,000, which includes the filing fee. The firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Motschenbacher can be reached through: Nicholas J. Henderson, Esq. MOTSCHENBACHER & BLATTNER, LLP 117 SW Taylor St., Suite 300 Portland, OR 97204 Telephone: (503) 417-0508 Facsimile: (503) 417-0528 E-mail: nhenderson@portlaw.com About Sunshine Dairy Foods Management 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. Its largest vendor is 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. Karamanos Holdings, Inc., is a holding company that owns 94% of the stock of Sunshine Dairy Foods. Sunshine Dairy Foods and Karamanos Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 18-31644) on May 9, 2018. In the petitions signed by Norman Davidson III, president of Karamanos, Sunshine Dairy Foods estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Karamanos Holdings estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. SUNSHINE DAIRY: U.S. Trustee Forms 5-Member Committee ----------------------------------------------------- The Office of the U.S. Trustee for Region 18 on May 18 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Sunshine Dairy Foods Management, LLC. The committee members are: (1) Valley Falls Farm, LLC c/o Bryan P. Coluccio V.P./General Counsel Keystone-Pacific, LLC 18555 SW Teton Avenue Tualatin, OR 97062 Phone: (503) 272-6049 Email: bryan.coluccio@keystonepacific.com (2) High Desert Milk c/o Steven Tarbet, CFO 1033 Idaho Avenue Burley, ID 83318 Phone: (208) 878-6455 Email: starbet@highdesertmilk.com (3) Electric Inc. c/o Christopher C. Winston President P.O. Box 820386 Vancouver, WA 98682 Phone: (360) 903-5691 Email: electricinc@msn.com (4) Ernest Packaging Solutions c/o Jennifer Delgadillo Director of Corp. Credit 5777 Smith Way St. Commerce, CA 90040 Phone: (323) 923-3171 Email: jdelgadillo@ernestpkg.com (5) Stiebrs Farms, Inc. c/o Janis E. Stiebrs President P.O. Box 598 Yelm, WA 98597 Phone: (360) 791-1564 Email: yany@stiebrsfarms.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Sunshine Dairy Foods 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. Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc. concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Or. Case No. 18-31644 and Bankr. D. Or. Case No. 18-31646, respectively) on May 9, 2018. The petitions were signed by Norman Davidson III, president of Karamanos Holdings, Inc., managing member. Nicholas J. Henderson, Esq. at Motschenbacher & Blattner, LLP and Douglas R. Ricks, Esq. at Vanden Bos & Chapman, LLP, serve as the Debtors' counsel. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. T.P.I.S. INDUSTRIAL: Taps Margaret McClure as Legal Counsel ----------------------------------------------------------- T.P.I.S. Industrial Services, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Margaret M. McClure 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 charges an hourly fee of $400 for the services of its attorney and $150 for paralegal services. The Debtor has agreed to pay the firm a retainer of $25,000. Margaret McClure, Esq., disclosed in a court filing that she does not hold any interests adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Margaret Maxwell McClure, Esq. Law Office of Margaret M. McClure 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.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. Tex. 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, and Mosher, Seifert & Company as its accountant. T.P.I.S. INDUSTRIAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of T.P.I.S. Industrial Services, LLC, as of May 15, 2018. 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. TERVITA CORP: Moody's Rates New US$250M Notes 'B2' -------------------------------------------------- Moody's Investors Service assigned a B2 rating to Tervita Corporation's proposed US$250 million second lien notes. There was no change to Tervita's B1 Corporate Family Rating, B1-PD Probability of Default Rating or stable outlook. The proceeds of the notes will be used to repay Newalta Corporation's (Caa1, on review for upgrade) existing debt. Tervita's acquisition of Newalta has been approved by shareholders and is awaiting regulatory approval, which is expected to occur over the next few months. Assignments: Issuer: Tervita Corporation Senior Secured Regular Bond/Debenture, Assigned B2 (LGD4) RATINGS RATIONALE Tervita's B1 CFR is supported by its competitive advantage and barrier-to-entry of its landfill and Transfer, Remediation & Disposal (TRD) facilities; its extensive network of fixed facility waste management sites across the Western Canadian Sedimentary Basin (WCSB); significant portion of EBITDA that is tied to production and contracts; expected debt to EBITDA excluding synergies in 2018 (4.2x) assuming 6 months of combined entity that will improve towards 3.5x in 2019 due to a full year benefit of Newalta; and good liquidity and expected positive free cash flow in 2018. The rating is constrained by its small size and scale; exposure to volatile drilling and completion activity; concentration in the TRD and landfill business with little EBITDA coming from other segments; and its concentration in Western Canada. Tervita's liquidity is good. At March 31, 2018, Tervita had C$133 million of cash and C$128 million available (after C$72 million in letters of credit) under its C$200 million secured revolving credit facility, due December 2019. Moody's expects positive free cash flow in 2018. Moody's expects Tervita will maintain compliance with all three of its financial covenants. Alternative sources of liquidity are limited as all assets are largely pledged to the secured lenders. In accordance with Moody's Loss Given Default (LGD) Methodology, the suggested rating for the US$610 million senior second lien notes is B1, reflecting the amount of priority ranking secured debt in the form of the C$200 million revolving credit facility and very modest loss absorption cushion provided by trade payables and lease rejection claims. However, Moody's views the B2 rating on the senior secured notes as more appropriate due to the very modest cushion the cyclically moving trade payables provide. The rating outlook is stable because Moody's expects leverage to remain in-line for the rating through 2019 despite the increase in leverage from the Newalta merger. The ratings could be upgraded if debt to EBITDA is below 2.5x and EBITDA to interest is above 4x, which are strong metrics that will offset Tervita's small size and its business concentration. The ratings could be downgraded if debt to EBITDA is above 4.5x or EBITDA to interest is below 3x. Tervita, based in Calgary, Alberta, is an privately-owned oilfield services company that largely focuses on providing waste treatment and disposal solutions to oil & gas producers in Western Canada. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in May 2017. UNUM GROUP: S&P Assigns 'BB+' Rating on New Jr. Sub. Notes Due 2058 ------------------------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB+' debt rating to Unum Group's proposed junior subordinated notes due 2058. S&P said, "Our rating on this issuance is two notches below our 'BBB' issuer credit rating on Unum Group, reflecting its subordinated position and deferability provision. We view these notes as having intermediate equity credit. We expect Unum to use the proceeds primarily to fund the redemption of its $200 million senior notes due in July 2018, as well as for general corporate purposes." S&P said, "We believe this issuance will have minimal impact on the company's financial risk profile. We expect Unum to manage its debt to capital position (including unfunded postretirement liabilities and operating leases) to 27%-30%. We expect EBITDA fixed-charge coverage (including imputed interest on operating leases) to be above 8x by year-end 2018, which is conservative for the rating." RATINGS LIST Unum Group Issuer credit rating BBB/Stable/-- New Rating Unum Group Junior subordinated nts due 2058 BB+ VIDANGEL INC: Pending Declaratory Relief Action Delays Plan ----------------------------------------------------------- VidAngel, Inc., asks the U.S. Bankruptcy Court for the Utah to extend the Debtor's exclusive periods within which to file and solicit acceptances of a chapter 11 bankruptcy plan for an additional 120 days through Oct. 15, 2018 and Dec. 12, 2018, respectively. Concurrently with the filing of its voluntary chapter 11 petition, the Debtor also filed a separate action seeking declaratory relief that its StreamBased Service is legal in the United States District Court for the District of Utah, Case No. 2:17-cv-00989-EJF. Thus, the Debtor contends that its ability to propose and confirm a plan is likely contingent on the relief obtained in the Declaratory Relief Action. Although the Debtor has sought to vigorously prosecute the Declaratory Relief Action, no relief has yet been granted by the District Court. The Debtor tells the Court that it has dedicated a significant portion of time for the Declaratory Relief Action. In addition, during this case, the Debtor's management has been (a) handling and responding to creditor inquiries; (b) negotiating with subscribers and other parties in interest; (c) obtaining approval of, and administering, a number of motions designed to minimize the disruption of the Debtor’s business during this chapter 11 case; (d) complying with various procedural requirements under the Bankruptcy Code, including the filing of monthly financial reports; and (e) engaging in discussions with parties in interest in an attempt to negotiate a path forward that maximizes value for the estate. The Debtor asserts that this request for a second extension of 120 days is not a negotiation or delay tactic. Rather, the requested extension would enable the Debtor to continue to resolve the pending litigation and continue to formulate, negotiate, and draft a viable plan that will maximize the value for the estate. Because the Debtor has no desire to shut out any creditors or parties in interest, the Debtor's is using its exclusivity periods for a proper purpose and this factor supports granting the requested relief. About VidAngel Inc. VidAngel is an entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal Harmon, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as bankruptcy counsel to the Debtor. The Debtor hired Durham Jones & Pinegar and Baker Marquart LLP as its special counsel; and Tanner LLC as its auditor and advisor. The Debtor also hired economic consulting expert Analysis Group, Inc. The Debtor tapped Stris & Maher LLP as special counsel in the Debtor's Appellate Case. XENETIC BIOSCIENCES: Incurs $1.82 Million Net Loss in First Quarter ------------------------------------------------------------------- Xenetic Biosciences, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $1.82 million for the three months ended March 31, 2018, compared to a net loss of $2.86 million for the three months ended March 31, 2017. As of March 31, 2018, Xenetic had $17.54 million in total assets, $4.65 million in total liabilities and $12.88 million in total stockholders' equity. Xenetic Biosciences had an accumulated deficit of approximately $147.8 million at March 31, 2018 as compared to an accumulated deficit of approximately $145.9 million at Dec. 31, 2017. Working capital was approximately $2.5 million and $3.9 million at March 31, 2018, and Dec. 31, 2017, respectively. During the three months end March 31, 2018, its working capital decreased by $1.4 million due primarily to outflows for general operating costs and costs related to the initiation of its XBIO-101 phase 2 clinical trial. The Company expects to continue incurring losses for the foreseeable future and will need to raise additional capital or pursue other strategic alternatives in the very near term in order to continue the pursuit of its business plan and continue as a going concern. The Company's principal source of liquidity consists of cash. At March 31, 2018, the Company had approximately $3.9 million in cash and $1.7 million in accounts payable and accrued expenses. At Dec. 31, 2017, the Company had approximately $5.5 million in cash and $1.9 million in accounts payable and accrued expenses. "We have historically relied upon sales of our equity securities to fund our operations. Since 2005, we have raised approximately $60.0 million in proceeds from offerings of our common and preferred stock, including net proceeds of approximately $9.0 million from our underwritten public offering in November 2016. We have also received approximately $20.0 million from revenue producing activities from 2005 through March 31, 2018, including a cash payment from Shire of a $3.0 million clinical milestone in January 2017 and a cash payment from Baxalta Incorporated, Baxalta US Inc., and Baxalta GmbH (collectively, with their affiliates, "Baxalta"), wholly-owned subsidiaries of Shire, of a $7.5 million sublicense payment in November 2017. More than 90% of the milestone and sublicense revenue received to date has been from a single collaborator, Shire. We expect the majority of our funding through equity or equity-linked instruments, debt financings and/or licensing agreements to continue as a trend for the foreseeable future. "We estimate that our existing resources will only be able to fund our planned operations, existing obligations and contractual commitments into the third quarter of 2018. This projection is based on our current expectations regarding projected staffing expenses, working capital requirements, capital expenditure plans and anticipated revenues. Given our current working capital constraints, we have attempted to minimize cash commitments and expenditures for external research and development and general and administrative services to the greatest extent practicable. We will need to raise additional working capital in the very near term in order to fund our future operations. "We have no committed sources of additional capital. Our management believes that we have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding or other means; however, we have not secured any commitment for additional financing at this time. The terms, timing and extent of any future financing will depend upon several factors including the achievement of progress in our clinical development programs, our ability to identify and enter into licensing or other strategic arrangements and factors related to financial, economic and market conditions, many of which are beyond our control. "Our management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We have incurred substantial losses since our inception and we expect to continue to incur operating losses in the near-term. These factors raise substantial doubt about our ability to continue as a going concern. "We continue to seek appropriate out-license arrangements for our PolyXen and ErepoXen technologies, among others, but are currently unable to reliably predict whether or when we may enter into an agreement. Due to the uncertainties inherent in the clinical research process and unknown future market conditions, there can be no assurance any of our technologies will lead to any future income," the Company stated in the Quarterly Report. Cash flows used in operating activities for the quarter ended March 31, 2018 totaled approximately $1.7 million, which was primarily due to the Company's net loss of approximately $1.8 million, offset by non-cash charges of $0.4 million, and a decrease in accrued expenses. Cash flows provided by operating activities for the quarter ended March 31, 2017 totaled approximately $0.3 million, which was primarily due to the receipt of a $3.0 million clinical milestone payment from Shire. This payment was substantially offset by our net loss of approximately $2.9 million, offset by non-cash charges of $0.7 million, and an increase in prepaid expenses and other assets of $0.6 million for net prepayments to vendors related to the initiation of the XBIO-101 phase 2 clinical trial. A full-text copy of the Form 10-Q is available for free at: https://is.gd/AP7A16 About Xenetic Biosciences, Inc. Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a clinical-stage biopharmaceutical company. The Company is focused on the research and development of certain pharmaceutical products for use in humans that includes the use of the Company's platform technologies that enables the creation of drug therapies primarily for orphan indications. The Company is focused primarily on developing its lead product candidates, including ErepoXen, Virexxa and OncoHist, and PolyXen technology. The Company's lead product candidate ErepoXen, a polysialylated form of erythropoietin (EPO) for the treatment of anemia in pre-dialysis patients with chronic kidney disease, and Food and Drug Administration (FDA) orphan designated oncology therapeutics Virexxa and OncoHist for the treatment of progesterone receptor negative endometrial cancer and refractory Acute Myeloid Leukemia, respectively. It is also developing PSA-FVIII. Xenetic incurred a net loss of $3.59 million in 2017 compared to a net loss of $54.21 million in 2016. The Company's balance sheet at December 31, 2017, showed total assets of $19.16 million, total liabilities of $4.86 million, and a total stockholders' equity of $14.30 million. The report from the Company's independent accounting firm Marcum LLP, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. XTRALIGHT MANUFACTURING: Taps Hoover Slovacek as Legal Counsel -------------------------------------------------------------- XtraLight Manufacturing, Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek LLP as its legal counsel. The firm will advise the Debtor regarding the administration of its Chapter 11 case; negotiate with creditors; review and participate in any proposed sale or disposition of its assets; assist the Debtor 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: Edward L. Rothberg $500 Deirdre Carey Brown $360 Melissa Haselden $350 Curtis McCreight $325 Brendetta Scott $325 Financial Consultant $195 Law Clerk $100 - $200 Legal Assistants $110 - $125 Paralegals $110 - $125 Prior to the petition date, Hoover Slovacek received the sum of $250,000 as retainer. Deirdre Carey Brown, Esq., at Hoover Slovacek, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Hoover Slovacek can be reached through: Deirdre Carey Brown, Esq. Hoover Slovacek LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Telephone: (713) 977-8686 Facsimile: (713) 977-5395 Email: brown@hooverslovacek.com About XtraLight Manufacturing Founded in 1986, XtraLight Manufacturing, Ltd. -- http://www.xtralight.com/-- designs, develops, and manufactures lighting products for commercial, retail, institutional, and industrial lighting projects. Based in Houston, Texas, XtraLight offers a complete line of LED lighting solutions including indoor LED, outdoor LED, architectural LED and fluorescent. XtraLight Manufacturing filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 18-31857) on April 11, 2018. In the petition was signed by Jerry Caroom, president and manager of XLM Management, LLC, Debtor's general partner, the Debtor estimated assets and liabilities at $10 million to $50 million each. The case is assigned to Judge Marvin Isgur. The Debtor tapped Hoover Slovacek LLP as its bankruptcy counsel. YAKAPUTZ II: Taps Wayne Greenwald as Legal Counsel -------------------------------------------------- Yakaputz II, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Wayne Greenwald, P.C., as its legal counsel. The firm will assist the Debtor in administering its Chapter 11 case; negotiate with creditors in formulating a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Partners $600 Counsel $550 Associates $150 to $400 Clerk $75 to $150 Paraprofessionals $75 to $150 Wayne Greenwald has agreed to receive an initial retainer of $11,717, which includes the filing fee. The firm neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: 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 Email: grimlawyers@aol.com About Yakaputz II Inc. Yakaputz II, Inc., is a single asset real estate entity, which owns and develops a multi-unit property located at 195A Washington Street, Brooklyn, New York. Yakaputz II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42707) on May 9, 2018. In the petition signed by Michael Fischman, authorized representative, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Carla E. Craig presides over the case. YSK CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Y.S.K Construction Corporation as of May 15, 2018. Y.S.K Construction Corporation filed for Chapter 11 bankruptcy protection (Bankr. Md. Case No. 18-15018). Lynn A. Kohen, Esq., who has an office in Greenbelt, Maryland, serves as the Debtor's bankruptcy counsel. ********* 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. 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