/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180601.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 1, 2018, Vol. 22, No. 151 Headlines 06-004 MADERA BUSINESS: June 6 Plan Confirmation Hearing 06-009 RANCO COACHELLA: June 6 Plan Confirmation Hearing 309 BARONNE ST: June 25 Plan Confirmation Hearing 5 C HOLDINGS: June 7 Plan Confirmation Hearing Set ALL AMERICAN: To Pay Unsecureds $3K Monthly at 6.5% Over 5 Years AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & Sr. Unsecured Rating ARTESYN EMBEDDED: Moody's Lowers CFR to B3, Outlook Stable ASHFORD HOSPITALITY: Egan-Jones Lowers Sr. Unsecured Ratings to B BAILEY RIDGE: Gets Court Approval for Plan Outline BEERCO LIMITED: Talks With Landlord Delays Plan Filing BELLA BAG: Case Summary & 13 Unsecured Creditors BIOAMBER INC: Chapter 15 Case Summary BOWLIN FUNERAL: June 21 Plan Confirmation Hearing BRAVO BRIO: Completes Merger with Spice Private Equity C & D FRUIT: Plan Confirmation Hearing Set for June 6 C & S COMPANY: June 6 Plan Confirmation Hearing CANDI CONTROLS: Taps Perkins Coie as Legal Counsel CANDI CONTROLS: Taps Rosner Law Group as Co-Counsel CD&R TZ: Moody's Lowers Rating on 1st Lien Credit Facilites to 'B3' CHRESTOTES INC: Directed to File Amended Disclosure Statement, Plan CONCORDIA INTERNATIONAL: Non-Executive Chairman Quits CORBETT-FRAME: Court Conditionally Approves Disclosure Statement COREL CORP: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable DORIAN LPG: BW Group Has 14.2% Stake as of May 29 DORIAN LPG: Confirms Receipt of Unsolicited Proposal from BW LPG EIHAB H TAWFIK: U.S. Trustee Unable to Appoint Committee EL PINO: Taps Brady & Conner as Legal Counsel ENERGEN CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB FALLS AT ELK GROVE: Voluntary Chapter 11 Case Summary FIRSTENERGY SOLUTIONS: Taps ICF as Energy Markets Advisor FIRSTENERGY SOLUTIONS: Taps KPMG as Tax Consultant FIRSTENERGY SOLUTIONS: Taps Lazard Freres as Investment Banker FRONTIER CORP: Egan-Jones Lowers Sr. Unseccured Ratings to CCC+ GADFLY ENTERPRISES: July 3 Hearing on Plan Outline GENTLEPRO HOME: Court Approves Disclosures, Confirms Plan GOLD STAR: Voluntary Chapter 11 Case Summary HELIOS AND MATHESON: Citadel Entities Have 5.4% Stake as of May 25 INFINERA CORP: Egan-Jones Lowers Sr. Unsec. Ratings to B IWORLD OF TRAVEL: Case Summary & 20 Largest Unsecured Creditors KADMON HOLDINGS: Two Directors Quit from Board L BRANDS: Fitch Affirms BB+ IDR & Alters Outlook to Negative LACH ROUM: Hires Jonathan H. Stanwood as Attorney LAUNCH SPORT: Case Summary & 6 Unsecured Creditors LE-MAR HOLDINGS: Hires RSG Restructuring as Investment Advisor LEGAL COVERAGE: Ch 11 Trustee Needs Time Review Business' Viability LUCKY DRAGON: Committee Taps FTI Consulting as Financial Advisor LUCKY DRAGON: Committee Taps Sylvester as Conflicts Counsel LUXENT INC: Taps Ringstad & Sanders as Legal Counsel MAY ARTS: Treatment of CCB Secured Claim Modified in Latest Plan MD CUSTOMS: Knight Spartan to Get $6,000 Per Month for 1 Year at 5% MELINTA THERAPEUTICS: Raises $123.2M in Underwritten Offering NATIONAL MANAGEMENT: Watchdog to Appoint Chapter 11 Trustee NAUTILUS POWER: S&P Affirms 'B+' Rating on Sec. Term Loan Facility NIGHTHAWK ENERGY: Taps Greenberg Traurig LLP as Counsel NIGHTHAWK ENERGY: Taps SSG Advisors LLC as Investment Banker NORBORD INC: DBRS Confirms 'BB' Issuer Rating NORTHERN OIL: S&P Raises Corp. Credit Rating to 'B-', Outlook Neg. ORACLE OIL: June 6 Plan Confirmation Hearing PITTSBURGH ATHLETIC: Wins Confirmation of Full-Payment Plan PLASTIC2OIL INC: Richard Heddle Has 5.1% Stake as of April 2 POINTE SDMU: Taps Chillas Law Firm as Legal Counsel PORT WASHINGTON: Hires Phillips, Artura & Cox as Attorney PROFESSIONAL RESOURCE: Payment to Unsecured Creditors Raised to 25% QUALITY CARE: Falcon Edge Has 6% Stake as of May 17 QUOTIENT LIMITED: Reports Q4 & Fiscal Year 2018 Financial Results REX ENERGY: U.S. Trustee Forms Four-Member Panel for R.E. Gas RMH FRANCHISE: Hires Prime Clerk LLC as Administrative Advisor RMH FRANCHISE: Taps Young Conaway Stargatt as Bankruptcy Counsel ROSEGARDEN HEALTH: PUB, Union Seek Appointment of Trustee RUSSELL INVESTMENTS: Fitch Affirms 'BB' IDR & Sec. Debt Ratings SAN FRANCISCO SHIP: Hires Tracy Law Group PLLC as Counsel SEARS HOLDINGS: ESL Partners Has 73.4% Stake as of May 25 SENTRIX PHARMACY: June 5 Disclosure Statement Hearing Set SHIRAZ HOLDINGS: Disclosure Statement Hearing Set for June 12 SM ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+ SOLENIS INTERNATIONAL: Moody's Rates $1.45BB Secured Loans 'B2' SOURCE ENERGY: DBRS Assigns 'B' Issuer Rating SOUTHMINSTER INC: Fitch Assigns BB Rating on $91.9MM 2018 Bonds STERLING FERGUSON: Selling Miami Property to Pay the IRS STORSTAD AUTO: Taps Lake Forest Bankruptcy as Legal Counsel SUNGARD AVAILABILITY: Moody's Affirms 'B3' CFR, Outlook Negative SUNSHINE DAIRY: Alpenrose Buying Customer Lists/Related Agreements TARA RETAIL: Hires P. Rodney Jackson as Special Counsel TEMPUS AIRCRAFT: Cutter Aviation Buying Physical Property & Rights TEREX CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB- TRANSUNION: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable TUCSON ONE: Property Valued at $500,000 under Amended Plan TW TOWING: Unsecureds to Get $2,000 Monthly Payments for 60 Months US FINANCIAL: Taps Long & Foster Real Estate as Real Estate Broker VANITY SHOP: Court Denies Confirmation of 2nd Amended Plan VERTEX AEROSPACE: Moody's Assigns 'B2' CFR, Outlook Stable VIASAT INC: Moody's Alters Outlook to Negative & Affirms B1 CFR VIDEOLOGY INC: Amobee Buying All Assets for $45 Million VINCENT HAMILTON: Trustee Needed to Administer Jackpot Proceeds VISTULA DEVELOPMENT: Case Summary & 5 Unsecured Creditors WHIPPANY FITNESS: Hires Scura Wigfield Heyer as Attorney [^] BOOK REVIEW: Dynamics of Institutional Change ********* 06-004 MADERA BUSINESS: June 6 Plan Confirmation Hearing -------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has approved the disclosure statement explaining 06-004 Madera Business Trust's Chapter 11 plan of reorganization and will convene a hearing to consider confirmation of the Plan on June 6, 2018, at 1:30 p.m. As previously reported by The Troubled Company Reporter, the Debtor plans to satisfy current tax obligations through the marketing and sale of the Property located in Madera City, California. Based upon the comparable sales and marketing of the surrounding communities and properties, the Property is estimated to be valued at $3,750,000. Class 3 general unsecured claims consist of capital investments made by the investing beneficiaries of the business trust to satisfy administrative and operating costs. The general unsecured claims amount to approximately $65,587.95, including $100 from the Internal Revenue Service and the remainder have insider affiliated status. After payment of the Class 1 claims, the general unsecured creditor claims will be paid 100% of their allowed claim. The Plan Agent will make the plan payments from the revenue that is generated from the sale of Debtor assets in whole or in part and the annual income of $126,000. The real property value held by the estate is estimated at $3,750,000. The sales costs and other expenses of sale will be paid from the proceeds of sale at the time of closing. The expected net revenue from the sale of the Property is anticipated to be sufficient to pay all allowed claims 100%. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nvb17-12102-37.pdf About 06-004 Madera Business Trust 06-004 Madera Business Trust is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in 267 acres of land valued at $3.75 million. 06-004 Madera Business Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12102) on April 26, 2017. In the petition signed by Peter Becker, manager of the trustee, the Debtor disclosed $4.08 million in assets and $2.13 million in liabilities. Judge Laurel E. Davis presides over the case. The Law Office of Timothy P. Thomas, LLC, is the Debtor's counsel. 06-009 RANCO COACHELLA: June 6 Plan Confirmation Hearing -------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has approved the disclosure statement explaining 06-009 Ranco Coachella Business Trust's Chapter 11 Plan of Reorganization and will convene a hearing to consider confirmation of the Plan on June 6, 2018, at 1:30 p.m. As previously reported by The Troubled Company Reporter, the Debtor plans to satisfy current tax obligations through the marketing and sale of the Property located in Riverside County. Based on the comparable sales and marketing of the surrounding communities and properties, the Property is estimated to be valued at $3,500,000. The Plan Agent will make the plan payments from the revenue that is generated from the sale of Debtor assets in whole or in part and the annual income of $48,000. The real property value held by the estate is estimated at $3,500,000. The sales costs and other expenses of sale will be paid from the proceeds of sale at the time of closing. The expected net revenue from the sale of the Property is anticipated to be sufficient to pay all allowed claims 100%. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-12101-38.pdf About 06-009 Ranco Coachella 06-009 Ranco Coachella Business Trust is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple interest in a property located in Coachella, California, with a valuation of $2.21 million. 06-009 Ranco Coachella Business Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12101) on April 26, 2017. The Trust previously sought bankruptcy protection (Bankr. D. Nev. Case No. 13-13423) on April 22, 2013. In the petition signed by Peter Becker, manager of trustee, the Debtor disclosed $2.49 million in assets and $1.55 million in liabilities. Judge Mike K. Nakagawa presides over the case. The Law Office of Timothy P. Thomas, LLC, is the Debtor's counsel. 309 BARONNE ST: June 25 Plan Confirmation Hearing ------------------------------------------------- 309 Baronne St., LLC, filed a third amended disclosure statement and a second amended plan on April 12, 2018. The Debtor also filed modifications to the third amended disclosure statement on April 18, 2018. The U.S. Bankruptcy Court for the Eastern District of Louisiana has approved the third amended disclosure statement. The hearing on confirmation of the Second Amended Plan will be held on June 25, 2018, at 10:30 a.m. June 18 is fixed as the last day for filing acceptances or rejections of the second amended plan and for filing written objections to confirmation of the plan. About 309 Baronne 309 Baronne St., L.L.C., based in New Orleans, Louisiana, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 17-10888) on April 10, 2017. In the petition signed by Harry E. Cantrell, Jr., managing member, the Debtor estimated $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. Markus E. Gerdes, Esq., at Gerdes Law Firm, L.L.C., serves as bankruptcy counsel to the Debtor. The Law Firm of Ron Austin & Associates, L.L.C., is the Debtor's special counsel. 5 C HOLDINGS: June 7 Plan Confirmation Hearing Set -------------------------------------------------- The the U.S. Bankruptcy Court for the Eastern District of California has approved the disclosure statement explaining 5 C Holdings, Inc.'s proposed plan of reorganization and a hearing on confirmation of the Plan and any confirmation objections will be held on June 7, 2018, at 10:30 a.m. As previously reported by The Troubled Company Reporter, the Plan provides for payment in full of all Allowed Claims during the Term of the Plan and for Debtor's shareholders and Debtor to retain their interest in Debtor and Debtor's assets except as modified by the Plan. The Plan further provides that all secured creditors will retain their liens against Debtor's personal property in the same order and priority as existed on the Petition Date until the secured claim is paid in full. Dr. Hemmal Kothary has agreed to subordinate his general unsecured claim to the claims held by all other general unsecured creditors so all other general unsecured claims can be (a) paid in full before Dr. Kothary begins receiving payment on his claim and (b) paid in full within two years of the Effective Date of the Plan. The Debtor reported unsecured nonpriority claims totaling $435,226. The Debtor will operate its business after continuation of the Plan. The Debtor anticipates that its revenue and expenses will be stable and consistent during the Term of the Plan and that it will generate sufficient revenue to make the payments required by the Plan. The Term of the Plan will not exceed 24 months after the Effective Date of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-11591-246.pdf About 5 C Holdings 5 C Holdings, Inc., owns and operates a drilling and oilfield service business. It was incorporated in March 2009 and operates its business in the State of California. Cami Hogg is the sole officer, director and shareholder of the Company. Ms. Hogg's husband, Casey, is employed by the Company. The Hoggs have 40 years of experience in the petroleum business. 5 C Holdings filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 17-11591) on April 25, 2017. Cami Hogg, as president, signed the petition. The Debtor estimated assets and liabilities ranging from $500,000 to 1 million. The case is assigned to Judge Fredrick E. Clement. The Debtor is represented by Leonard K. Welsh, Esq., at the Law Offices of Leonard K. Welsh. An official committee of unsecured creditors has been appointed in the Chapter 11 case of 5 C Holdings. The Committee retained Walter Wilhelm Law Group, as counsel. ALL AMERICAN: To Pay Unsecureds $3K Monthly at 6.5% Over 5 Years ---------------------------------------------------------------- All American Readers, Inc., submits a small business second amended disclosure statement in connection with its amended plan of reorganization dated April 30, 2018. Based in Saint Louis Park, Minnesota, All American Readers is a call center company that specializes in magazine subscription sales. The sole shareholder of the Debtor is Loren C. Hanssen. Class One under the plan consists of all allowed unsecured claims. The Debtor estimates that the total amount of the claims in this class is $411,499.49. Other than the prepetition claim held by Great American Readers, LLC, a company owned by Mr. Hanssen's father, in the amount of $229,000, and Johnson, Mattson, Smail & Cavanaugh, PLLC's pre-petition claim of $4,139.50, which it has agreed to waive, Debtor will pay all other claims in this class, totaling $173,003.53, in full and in monthly installments of $3,385 per month for 60 months commencing on the Effective Date of the Plan, with interest of 6.5%. The Debtor reserves the right to accelerate payment to these creditors. The Debtor and Great American will negotiate repayment of Great American's claim at the completion of the Plan. The Debtor maintains that Great American is not an insider, but even if deemed otherwise, the Debtor believes it has sufficient votes to obtain confirmation of the Plan without including Great American as an eligible voter. The feasibility of the Plan depends, at least in part, upon Debtor's ability to continue to meet or exceed existing levels of income and maintain costs at or below projected levels. The Debtor does not anticipate any changes in management following confirmation of the Plan. Mr. Hanssen will continue to serve as president and chief executive officer of Debtor, at his standard monthly salary of $8,000. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/mnb18-40308-41.pdf A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mieb18-40308-27.pdf About All American Readers Based in Saint Louis Park, Minnesota, All American Readers, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 18-40308) on Feb. 1, 2018, estimating under $1 million in both assets and liabilities. Judge Katherine A. Constantine presides over the case. The Debtor's counsel is Chad A. Kelsch, Esq. at Fuller, Seaver, Swanson & Kelsch, P.A. The Office of the U.S. Trustee on March 6 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of All American Readers, Inc., AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & Sr. Unsecured Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' long-term Issuer Default Rating (IDR) and the 'BB'/'RR3' senior unsecured debt rating of AmeriGas Partners, LP (APU) and its fully guaranteed financing co-borrower, AmeriGas Finance Corp. The Rating Outlook is Stable. APU's ratings reflect the underlying strength and size of its retail propane distribution network, broad geographic reach, adequate credit metrics, and proven ability to manage unit margins under various operating conditions. APU's financial performance remains sensitive to weather conditions and general customer conservation, and the partnership must continue to manage volatile supply costs and customer conservation. KEY RATING DRIVERS Scale of Business: APU is the largest retail propane distributor in the country, providing it with significant customer and geographic diversity. This broad scale and diversity helps to dampen the weather related volatility of cash flows. APU is the largest retail propane distributor in the U.S. serving approximately 1.9 million customers. AmeriGas has approximately 1,900 locations in all 50 states. Retail gallon sales are fairly evenly distributed by geography, which can help limit the impact that unseasonably warm weather could have on a regional basis. Customer Conservation/Attrition: Fitch's primary concern about the retail propane industry continues to be customer conservation and attrition. Customer conservation and switching to electric heat reduces propane demand during high-usage periods. Recent propane price declines and expectations for some price stability at or near current lows alleviated some conservation demand destruction. Electricity remains the largest competing heat source to propane, but customer migration to natural gas remains a longer-term competitive factor as natural gas utilities look to build out systems to serve areas previously only served by propane and electricity providers. High Degree of Seasonality: APU is highly seasonal and dependent on the winter heating season. Approximately 75%-80% of earnings are derived in the first two quarters of each fiscal year (ended September). APU's fiscal year 2016 and 2017 results were negatively affected by warm winter seasons nationally which negatively impacted volume sales and ultimately EBITDA. The most recent 2017/2018 winter has been colder on a year over year basis, though still slightly warmer than normal. While EBITDA for fiscal 2018 is currently tracking higher than 2017, APU recently lowered its adjusted EBITDA guidance from a range of $650 to $690 million to a range of $625 to $645 million for the fiscal year ending Sept. 30, 2018. The revised guidance is still significantly higher than 2017 results and consistent with Fitch's base case expectations. APU's cylinder exchange business affords some seasonal diversity and national accounts are steady year round. The seasonal factors are embedded in Fitch's analysis and ratings. Improved 2018 Performance: Fitch has largely viewed the retail propane sector business outlook to be moderately negative, stressing concerns over demand destruction due to fuel switching, price volatility, weather variability, and the impact of conservation. However, Fitch believes that APU management has exhibited the ability and intent to maintain a stable balance sheet and consistent credit metrics even in the face of varying market conditions and growth through acquisitions. APU has proven itself adept at managing operating costs, distribution policies, and integrating acquisitions. This has helped offset some of the recent pressure attributable to warmer than normal winters. As a result, APU has seen EBITDA growth, despite sales volume and commodity price volatility. Fitch is concerned with the near-term impact that consecutive warm winters have had on operating performance and volumes sold and recent elevated leverage metrics (fiscal yearend 2017 leverage above 4.5x) and challenged distribution coverage (fiscal yearend 2017 distribution coverage below 1.0x). Fitch recognizes that management has been proactively managing the costs that it can control and that closer to normal weather should help profitability and normalize leverage at or below 4.5x and distribution at or above 1.0x during 2018-2021, assuming no large scale leveraging acquisitions. Current performance (winter 2017/2018) has been stronger relative to last winter (2016/2017) helped in part by slightly colder year over year weather. Fitch expects fiscal yearend 2018 leverage of roughly between 4.2x to 4.5x and distribution coverage above 1.0x. DERIVATION SUMMARY APU's focus retail propane distribution is unique relative to Fitch's other midstream energy coverage. Retail propane distribution is a highly fragmented market with a significant amount of seasonal sales variations driven by weather. APU's leverage is in line with Fitch's expectations for mid-'BB' rated midstream energy companies that are seasonally or cyclically exposed. APU's leverage expected at 4.0x to 4.5x is slightly better than wholesale fuel distributor Sunoco, LP (SUN) for which Fitch expects 2018 leverage in the 4.5x to 5.0x range. However, retail propane demand tends to be more seasonally affected than motor fuel demand. APU's size and scale is expected to remain consistent with Fitch's view of 'BB' rated master limited partnerships, which tend to have EBITDA of roughly $500 million per year with concentrated business lines, like APU's focus on retail propane distribution. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer --Retail and wholesale sales growth and operating margins in forecast years consistent with recent history; --Retail and wholesale pricing consistent with current pricing, prices rising modestly in the outer years (2018-2020); --Growth and maintenance capital spending of between $100 million and $120 million annually. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action If leverage (debt/EBITDA) were to improve to below 3.5x on a sustained basis and distribution coverage were expected to remain 1.0x or above on a sustained basis, Fitch would consider a positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action --Leverage above 5.0x times on a sustained basis, with distribution coverage sustained below 1.0x would likely lead to a negative rating action. --Accelerating deterioration in declining customer, margin and or volume trends could lead to a negative rating action. LIQUIDITY Liquidity Adequate: APU's liquidity is adequate and supported by availability under its revolving credit facility and a capital commitment agreement with its GP owner and sponsor UGI. In December 2017, APU amended its existing credit facility to increase the availability to $600 million and extend the maturity date to December 2022. As of March 31, 2018 APU had roughly $378 million in availability under its revolver. Additionally, APU and UGI have put in place a $225 million standby equity commitment agreement whereby UGI has agreed to commit, at APU's request, up to $225 million in capital contributions to APU through July 2019. Maturities are manageable with APU completing a refinancing of debt in 2016 and 2017, and pushing its first long-term bond maturity out to May 2024. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: AmeriGas Partners, LP --Long-term IDR at 'BB' --Senior unsecured debt at 'BB/RR3'. AmeriGas Finance Corp. --Long-term IDR at 'BB' --Senior unsecured debt at 'BB/RR3'. The Rating Outlook Is Stable. ARTESYN EMBEDDED: Moody's Lowers CFR to B3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded the ratings of Artesyn Embedded Technologies, Inc. ("Artesyn"), including the Corporate Family Rating (CFR) to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the rating on the company's senior secured notes due 2020 to Caa1 from B3. The ratings outlook is stable. Moody's downgraded the following ratings of Artesyn Embedded Technologies, Inc.: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD Senior secured notes due 2020, to Caa1 (LGD5) from B3 (LGD5) Outlook: Stable RATINGS RATIONALE The ratings downgrade was driven by Moody's expectation that financial leverage will remain high due to lower margins contributing to lower EBITDA than expected at this time last year and relatively flat revenue growth. Margins have trended downward in recent periods due to negative product mix with consumer sales comprising a greater proportion of total sales that command lower margins than the company's embedded power base and embedded computing sales. Lower operating income has also translated into EBIT/interest coverage remaining below one times. Meaningful debt reduction is not anticipated given Moody's expectation of negative to breakeven free cash flow over the next twelve to eighteen months. Although earnings are expected to improve in the second half of the year, financial leverage is anticipated to remain at around 5.0x (including Moody's standard adjustments). Artesyn's B3 CFR considers its technical capabilities, well-established relationships with major telecom and technology firms, global presence and a competitive cost structure. These strengths are counterbalanced by the variability in the company's earnings from period to period due to its exposure to the highly cyclical and short-cycle consumer electronics, computing and telecom businesses. Margins are also thin reflecting the competitive nature of the industry combined with a leveraged capital structure. However, the benefits of restructuring actions are expected to be reflected in moderate margin improvement next year. Artesyn's liquidity profile is expected to remain adequate over the next twelve to eighteen months, supported by projected breakeven to moderately positive free cash flow generation, cash balances exceeding $10 million and no near-term principal obligations. The company's $233 million senior secured notes mature in October 2020. External liquidity is provided by availability under a $115 million asset-based revolver that expires the earlier of November 2022 or the date that is 181 days prior to the maturity date of the senior secured notes. The revolving credit facility contains a springing minimum fixed charge coverage ratio that is not expected to be triggered due to usage under the facility expected to fall under the covenant trigger threshold. If the covenant were to be triggered, the company would reportedly be in compliance. The stable ratings outlook is based on the expectation that the company will experience a modest increase in margins in 2019 mostly from restructuring actions, free cash flow improvement by the end of the year and continued availability under the asset backed revolving credit facility. Ratings could be lowered if the company experiences further deterioration in its margins and continued annual negative free cash flow, or if debt/EBITDA continues to increase. Conversely, meaningful revenue growth through the acquisition of new customers and/or contract awards, accompanied by positive free cash flow generation, such that debt/EBITDA improves to less than 4.0 times and EBITA/interest greater than 2.5 times could lead to upward ratings momentum. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Artesyn Embedded Technologies, Inc. ("Artesyn") designs and manufactures power conversion, embedded computing components, and electronic consumer solutions and technologies. A 51% interest was acquired by affiliates of Platinum Equity Advisors, LLC (Platinum) in late 2013 from Emerson Electric Company (Emerson), who retained the balance of 49%. Artesyn's primary products include application specific, customized power conversion products, chargers for consumer applications and microprocessor based boards and systems. These products are used across a diverse array of end-markets including telecom, computing & storage, industrial, medical, military, aerospace and consumer. Sales for the twelve months ended March 31, 2018 approximated $1.0 billion. ASHFORD HOSPITALITY: Egan-Jones Lowers Sr. Unsecured Ratings to B ----------------------------------------------------------------- Egan-Jones Ratings Company, on May 24, 2018, downgraded the foreign commercial paper and local commercial paper on debt issued by Ashford Hospitality Trust Inc. to B from A3. Headquartered in Dallas, Texas, Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels. BAILEY RIDGE: Gets Court Approval for Plan Outline -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Iowa approved the joint disclosure statement filed by Bailey Ridge Partners LLC and the official committee of unsecured creditors. The time limits to object to the proposed joint Chapter 11 plan should be set by a Notice of Bar Date to be filed by the plan proponents, according to the court's order. About Bailey Ridge Partners Bailey Ridge Partners LLC, based in Kingsley, Iowa, filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 17-00033) on Jan. 11, 2017. The petition was signed by Floyd Davis, its managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The Debtor is represented by Donald H. Molstad, Esq., at Molstad Law Firm. On March 2, 2017, the Office of the U.S. Trustee appointed the official committee of unsecured creditors. The Committee retained Goldstein & McClintock LLLP as lead counsel; Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel; Houlihan & Associates, P.C., as accountant; and Triton Capital Partners, Ltd. as financial advisor. BEERCO LIMITED: Talks With Landlord Delays Plan Filing ------------------------------------------------------ BeerCo Limited LLC asks the U.S. Bankruptcy Court for the Southern District of New York to extend the Debtor's exclusive periods to file a plan of reorganization and solicit acceptances thereto for 90 days from May 22, 2018, and July 20, 2018, respectively, to Aug. 20, 2018, and Oct. 18, 2018, respectively. A hearing on the Debtor's request is set for July 10, 2018, at 10:00 a.m. The Debtor operates a "Belgian Beer Cafe" style restaurant at 220 Fifth Avenue, New York, New York, pursuant to a commercial lease with its landlord, 220 5th Realty LLC, dated Aug. 29, 2012. The Lease is the central asset of the Debtor. Accordingly, the Debtor's efforts at reorganization are focused on renegotiating the terms of the Lease so that it can improve profitability going forward. As part of these eff011s, the Debtor has been meeting with the Landlord, and exchanging various proposals and counterproposals. Until discussions with the Landlord are concluded (one way or the other), the Debtor is not yet ready to propose a plan of reorganization. While the Debtor believes that it is unlikely that any other person or party will seek to file a plan, maintaining an orderly process is necessary, and the Debtor is concerned that the case could become unsettled without an extension of both exclusive periods. The Debtor says that because critical negotiations with the Landlord are still pending, an extension of exclusivity is warranted to maintain the status quo. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nysb18-10150-36.pdf About BeerCo Limited BeerCo Limited LLC is a Nevada limited liability company which operates a "Belgian Beer Cafe" style restaurant with a seating capacity of 245 patrons. The Restaurant operates at 220 Fifth Avenue, New York, NY pursuant to a commercial lease and a franchise and co-operation agreement with a Belgian-based company known as Creneua International NV, located in Hasselt, Belgium. On Jan. 22, 2018, BeerCo sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 18-10150). The Debtor disclosed total assets of $2.18 million and total liabilities of $420,588. The Hon. James L. Garrity Jr. is the case judge. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP is the Debtor's counsel. BELLA BAG: Case Summary & 13 Unsecured Creditors ------------------------------------------------ Debtor: Bella Bag, LLC dba Bella Bag, Limited Liability Company 3057 Peachtree Road NE Atlanta, GA 30305 Business Description: Bella Bag, LLC is a privately held, Atlanta- based company that buys and sells pre-owned designer-label handbags like Chanel, Louis Vuitton, Dior, Gucci, Hermes and Prada. With authenticity as the cornerstone of the Bella Bag brand, in-house experts meticulously inspect each handbag for authenticity using the company's patent- pending 13-Step Authenticity Inspection. Visit https://bellabag.com for more information. Chapter 11 Petition Date: May 30, 2018 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 18-58840 Judge: Hon. Barbara Ellis-Monro Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Cassandra Connors, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at: http://bankrupt.com/misc/ganb18-58840.pdf BIOAMBER INC: Chapter 15 Case Summary ------------------------------------- Chapter 15 Debtor: BioAmber Inc. 1000 Westgate Drive, Suite 115 St. Paul, MN 55114 Chapter 15 Case No.: 18-11291 Type of Business: BioAmber Inc. -- https://www.bio-amber.com -- is an industrial biotechnology company producing renewable chemicals. Its proprietary technology platform combines industrial biotechnology and chemical catalysis to convert renewable feedstock into chemicals for use in a wide variety of everyday products including plastics, resins, food additives and personal care products. The company is headquartered in Montreal, Canada with offices in St. Paul, Minnesota, and Sarnia, Canada. Chapter 15 Petition Date: May 30, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Chapter 15 Petitioner: Mario Settino, Chief Financial Officer BioAmber, Inc. 1250 Rene-Levesque Blvd. West Suite 4310 Montreal, Quebec, Canada H3B 4W8 Foreign Proceeding in Which Appointment of the Foreign Representative Occurred: A proceeding under Canada's Companies Creditors Arrangement Act pending before the Quebec Superior Court, Commercial Division Chapter 15 Petitioner's Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com - and - Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-778-6426 Fax: 302-562-4400 Email: crobinson@pszjlaw.com Total Assets: US$69.51 million as of Dec. 31, 2017 Total Liabilities: US$47.66 million as of Dec. 31, 2017 The information regarding the company's assets and liabilities were obtained from its Annual Report on Form 10-K for the year ended Dec. 31, 2017, filed with the Securities and Exchange Commission on March 30, 2018. A full-text copy of the Chapter 15 petition is available at: http://bankrupt.com/misc/deb18-11291.pdf BOWLIN FUNERAL: June 21 Plan Confirmation Hearing ------------------------------------------------- Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western District of Missouri conditionally approved Bowlin Funeral Home, Inc.'s disclosure statement, dated May 15, 2018, in support of its chapter 11 plan. June 21, 2018 at 9:00 a.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. June 14, 2018 is the deadline for the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting ballots accepting or rejecting the plan. The latest plan adds JoAnn Cantriel subordinated claim in Class 4. The claim is for the unpaid balance on a promissory note given in exchange for redemption of capital stock of the debtor corporation. The Debtor believes that Section 510(b) of the Bankruptcy Code requires that this claim will receive no payments until Classes 2 and 3 have been paid in full. Starting one month after payment of Classes 2 and 3 in full, Ms. Cantriel will be paid $148,765.51 over the term of 7 years, in equal monthly payments of approximately $1,932.34, which includes interest at 2.5% per annum from and after the date on which Classes 2 and 3 creditors will be paid in full. A copy of the Latest Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/mowb17-20965-11-122.pdf About Bowlin Funeral Home Bowlin Funeral Home, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-20965) on Oct. 3, 2017. Mark R. Elliott, Jr., its owner, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Dennis R. Dow presides over the case. Boul & Associates is the Debtor's bankruptcy counsel. BRAVO BRIO: Completes Merger with Spice Private Equity ------------------------------------------------------ Bravo Brio Restaurant Group, Inc., said that its contemplated merger with an affiliate of Spice Private Equity Ltd., a Swiss investment company focused on private equity investments that is controlled by GP Investments, Ltd., was completed in accordance with its terms. As a result, the Company's common shares have ceased trading on the NASDAQ and have been canceled and converted into the right to receive $4.05 per share in cash, without interest and less any applicable withholding taxes. As a result of the Merger, a change in control of the Company has occurred, and the Company is now a wholly-owned subsidiary of Bugatti Parent, Inc., a Delaware corporation. The aggregate value of the transaction was approximately $100.0 million. The source of funds for the Merger and related transaction expenses included a senior secured term loan facility in an aggregate principal amount of $27.5 million and a cash equity investment of up to $95.5 million by Spice Private Equity (Bermuda) Ltd., an affiliate of Bugatti Parent, Inc., and certain co-investors. Departure of Directors In connection with the consummation of the Merger and as contemplated by the Merger Agreement, all of the directors of the Company ceased to be directors of the Company and members of committees of the Company's Board of Directors as of the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. In connection with the consummation of the Merger, Brian T. O'Malley resigned from his position as the chief executive officer and president of the Company and Khanh P. Collins resigned from her position as the chief operating officer of the Company. From and after the Effective Time, Bradley D. Blum was appointed as the chairman and chief executive officer of the Company and Bob Mock was appointed as the Chief Operations Officer of the Company. Mr. Blum has previously served as the president of Olive Garden, as the chief executive officer of Burger King and as a management executive at General Mills. Mr. Blum has also served as a director at several companies in the restaurant industry, including Darden Restaurants, on two separate occasions, as well as AmRest Holdings SE and LEON Naturally Fast Food. Since 2005, Mr. Blum has served as the founder and owner of BLUM Enterprises, a consulting firm focused on restaurant strategy, concept development and related investments. Mr. Mock has previously served as the executive vice president of operations at Olive Garden and maintained various high-level operations related positions at other major restaurant brands, including serving as president of Red Lobster Canada and President of Smokey Bones. About GP Investments, Ltd. GP Investments is an alternative investment firm. Since its founding in 1993, GP Investments has raised $5 billion from investors worldwide and has completed investments in more than 50 companies and has executed over 20 equity capital market transactions. GP Investments has a consistent and disciplined investment strategy targeting established companies that have the potential to grow and be more efficient and profitable by becoming leaders in their industries. Since 2006, GP Investments has been listed on the Brazilian Stock Exchange (B3 S.A. - Brasil, Bolsa, Balcao) under the ticker symbol GPIV33 and on the Luxembourg Stock Exchange. The firm currently has offices in Sao Paulo, New York, London and Bermuda. For more information, visit www.gp-investments.com. About Spice Private Equity Ltd. Spice Private Equity Ltd. is a Swiss investment company focused on private equity investments. Spice Private Equity Ltd. has over a decade of operating history and is managed by GP Advisors, a subsidiary of GP. The company is listed on the SIX Swiss Exchange under the ticker symbol SPCE. For more information, visit www.spice-private-equity.com. About Bravo Brio Restaurant Group Bravo Brio Restaurant Group, Inc., headquartered in Columbus, Ohio -- http://www.bbrg.com/-- is an owner and operator of two distinct Italian restaurant brands, BRAVO! Cucina Italiana and BRIO Tuscan Grille. BBRG has positioned its brands as multifaceted culinary destinations that deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by casual dining establishments, a combination known as the upscale affordable dining segment. Bravo Brio Restaurant Group, Inc. was incorporated in July 1987 as an Ohio corporation under the name Belden Village Venture, Inc. The company operates one full-service upscale American-French bistro restaurant in Columbus, Ohio under the brand "Bon Vie." The report from the Company's independent accounting firm Deloitte & Touche LLP, the Company's auditor since 1998, on the consolidated financial statements for the year ended Dec. 31, 2017, contains an explanatory paragraph stating that the Company does not have sufficient cash flow to meet its obligation on the 2014 Credit Agreement, as amended, at its maturity date of Dec. 1, 2018, which raises substantial doubt about the Company's ability to continue as a going concern. Bravo Brio incurred a net loss of $9.76 million in 2017 compared to a net loss of $74.71 million in 2016. As of April 1, 2018, the Company had $133.9 million in total assets, $100.8 million in total current liabilities, $43.94 million in deferred lease incentives, $21.43 million in total long-term liabilities and a total shareholders' deficiency of $32.27 million. C & D FRUIT: Plan Confirmation Hearing Set for June 6 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the Chapter 11 plan for C & D Fruit and Vegetable Co., Inc. at a hearing on June 6. The hearing will be held at 2:00 p.m., at Room 4−117, Courtroom E, U.S. Courthouse. The court will also consider at the hearing objections to the company's disclosure statement, which it conditionally approved on May 3. Objections to the disclosure statement must be filed no later than seven days prior to the confirmation hearing. If no objections are filed within the time fixed, the conditional approval of the disclosure statement will become final. About C & D Fruit and Vegetable Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc., and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and vegetables, including green beans, cucumbers, peppers, squash and strawberries. The companies are family owned and ships under the O'Brien Family Farm label. They ship throughout the United States and Canada. C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb, 9, 2018. In the petition signed by Thomas M. O'Brien, president, C & D Fruit estimated assets and debt between $1 million and $10 million. Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors' counsel. Equity Partners HG LLC, is the investment banker. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on March 20, 2018. The committee is represented by Shutts & Bowen LLP. C & S COMPANY: June 6 Plan Confirmation Hearing ----------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada has approved the amended disclosure statement explaining the amended plan filed by Randy Sugarman, Chapter 11 trustee of the estate of C & S Company, Inc., and will convene a hearing on June 6, 2018, at 11:00 a.m., to consider confirmation of the Plan. As previously reported by The Troubled Company Reporter, Class 10 under the chapter 11 Trustee's plan consists of the general unsecured claims. Each Creditor with an Allowed General Unsecured Claim as of the Initial Distribution Date, will, on such date, be paid its Pro Rata share of the Remaining Cash Amount. On and after the Effective Date, all of the Debtor's assets will vest in the Reorganized Debtor and the Reorganized Debtor will continue to exist as a separate entity in accordance with applicable law. The Debtor's existing articles of organization, by-laws, and operating agreements (as amended supplemented, or modified) will continue in effect for the Reorganized Debtor following the Effective Date, except to the extent that such documents are amended in conformance with the Plan or by proper corporate action after the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-14155-303.pdf About C & S Company C & S Company is an excavation company which specializes in underground utility work. The Debtor was founded in 1983 and purchased by Stacey and Brad Lindburg in July 2003. The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14155) on July 28, 2016. The petition was signed by Stacey Lindburg, president. The Debtor disclosed total assets at $120,000 and total liabilities at $2.42 million. The Debtor is represented by David J. Winterton, Esq., at David Winterton & Associates, Ltd. Randy Sugarman was appointed chapter 11 Trustee for the estate of C & S Company, Inc. The Chapter 11 Trustee hired Garman Turner Gordon LLP as counsel. CANDI CONTROLS: Taps Perkins Coie as Legal Counsel -------------------------------------------------- Candi Controls, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Perkins Coie LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice regarding any potential sale of its assets and any financing arrangement; assist in the preparation of a bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $300 to $1,100 for lawyers and $125 to $350 for paralegals. Jordan Kroop, Esq., the attorney who will be handling the case, charges $657 per hour. Perkins Coie received advance payments totaling $60,000 from the Debtor. Perkins Coie is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Jordan A. Kroop, Esq. Perkins Coie LLP 2901 N. Central Avenue, Suite 2000 Phoenix, AZ 85012-2788 Office: +1.602.351.8000 Direct: +1.602.351.8017 Fax: +1.602.648.7000 / +1.602.648.7076 Email: JKroop@perkinscoie.com About Candi Controls Candi Controls, Inc. -- https://candicontrols.com/ -- is a cloud-assisted network & device integration software company. Candi connects devices and data in mainstream commercial buildings to cloud-based services for energy and facilities management. Its open IoT server bridges established and popular communication protocols to get secure access to best-in-class legacy systems and IoT devices -- directly or through leading cloud-based apps and services. The Company is headquartered in Oakland, California. CGM Partners, LLC, Howard Elias, and Kelly Yang Living Trust filed involuntary Chapter 11 bankruptcy against the Debtor (Bankr. D. Del. Case No. 18-10679) on March 23, 2018. Judge Christopher S. Sontchi presides over the case. Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as the Debtor's bankruptcy counsel. On March 27, 2018, the Court entered the Chapter 11 order for relief. The Debtor now operates its business and manages its assets as a debtor-in-possession under the Sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner or official committee has been appointed in the Debtor's case. CANDI CONTROLS: Taps Rosner Law Group as Co-Counsel --------------------------------------------------- Candi Controls, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire The Rosner Law Group LLC. Rosner will serve as co-counsel with Perkins Coie LLP, the firm tapped by the Debtor to be its bankruptcy counsel in connection with its Chapter 11 case. The firm will charge these hourly rates: Frederick Rosner Attorney $375 Scott Leonhardt Attorney $350 Jason Gibson Attorney $325 Zhao (Ruby) Liu Attorney $275 Charles Park Paralegal $200 Frederick Rosner, Esq., at Rosner, 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: Frederick B. Rosner, Esq. The Rosner Law Group LLC 824 North Market Street, Suite 810 Wilmington, DE 19801 Phone: (302) 295-4877 About Candi Controls Candi Controls, Inc. -- https://candicontrols.com/ -- is a cloud-assisted network & device integration software company. Candi connects devices and data in mainstream commercial buildings to cloud-based services for energy and facilities management. Its open IoT server bridges established and popular communication protocols to get secure access to best-in-class legacy systems and IoT devices -- directly or through leading cloud-based apps and services. The Company is headquartered in Oakland, California. CGM Partners, LLC, Howard Elias, and Kelly Yang Living Trust filed involuntary Chapter 11 bankruptcy against the Debtor (Bankr. D. Del. Case No. 18-10679) on March 23, 2018. Judge Christopher S. Sontchi presides over the case. Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as the Debtor's bankruptcy counsel. On March 27, 2018, the Court entered the Chapter 11 order for relief. The Debtor now operates its business and manages its assets as a debtor-in-possession under the Sections 1107 and 1108 of the Bankruptcy Code. No trustee, examiner or official committee has been appointed in the Debtor's case. CD&R TZ: Moody's Lowers Rating on 1st Lien Credit Facilites to 'B3' ------------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of CD&R TZ Purchaser, Inc. (TRANZACT). In the same action, the rating agency downgraded the company's first-lien credit facilities to B3 from B2. Moody's has changed the rating outlook for TRANZACT to negative from stable. RATINGS RATIONALE According to Moody's, TRANZACT's ratings reflect its unique direct-to-consumer (DtC) business model with strong internet capabilities for selling Medicare Supplement and Medicare Advantage products to the US senior market on behalf of major insurance carriers with whom it maintains integrated relationships. The DtC market is a critical driver of large carriers' growth strategies. TRANZACT's potential market (Americans aged 65 or older) for its core products will grow steadily through 2030 as members of the baby-boom generation become eligible for Medicare. These strengths are tempered by negative free cash flow, low profitability and high financial leverage, with debt-to-EBITDA above 7x and (EBITDA - capex) interest coverage around 1.2x-1.4x per Moody's estimates. TRANZACT's Medicare Supplement and Medicare Advantage lines are highly seasonal and heavily concentrated with a few insurance carriers. The company faces extensive regulation of its sales practices, cybersecurity risk, and potential liabilities arising from errors and omissions in its delivery of professional services. The negative outlook reflects Moody's expectations for ongoing weak free cash flow metrics and elevated financial leverage. TRANZACT's weak liquidity profile reflects the strain of elevated Medicare Advantage sales, which have high upfront costs that the company expects to recover over several years. TRANZACT has securitized certain long-term renewal commissions to mitigate this liquidity strain in 2018, and may need to do so again to support growth. The downgrade of the first-lien senior secured credit facilility ratings to B3 from B2 is based on its priority position in the capital structure behind the securitization but ahead of the second-lien credit facility (unrated). Factors that could return the outlook to stable include: (i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 1.2x, and (iii) an improved liquidity profile with free-cash-flow-to-debt ratio consistently exceeding 2%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings for CD&R TZ Purchaser, Inc.: Corporate family rating at B3; Probability of default rating at B3-PD. Moody's has downgraded the following ratings: $40 million senior secured first-lien revolving credit facility maturing in July 2021 to B3 (LGD3) from B2 (LGD3); $185 million senior secured first-lien term loan maturing in July 2023 to B3 (LGD3) from B2 (LGD3). The company also has a $75 million second-lien term loan maturing in July 2024 (unrated). The outlook for the ratings is negative, from stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in September 2017. Headquartered in Fort Lee, New Jersey, TRANZACT is a leading provider of comprehensive DtC sales and marketing solutions for life and health insurance carriers. The company generated revenue of $219 million for the 12 months through March 2018. CHRESTOTES INC: Directed to File Amended Disclosure Statement, Plan ------------------------------------------------------------------- For reasons stated on the record at a hearing held on April 5, 2018, the U.S. Bankruptcy Court for the Central District of California denied approval of the Disclosure Statement explaining Chrestotes, Inc.'s Plan without prejudice to the Debtor filing an amended disclosure statement and plan. About Chrestotes, Inc. Chrestotes, Inc., owns 3 single family residences. It rents those three properties for fair rental value which is virtually its only source of income. Chrestotes also owns and receives rent for a vehicle. Chrestotes filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal. Case No. 17-12660) on July 1, 2017, disclosing total assets of $3.12 million and total liabilities of $4.92 million. Dolly Valdivia, secretary, signed the petition. The Hon. Scott C. Clarkson presides over the case. The Law Offices of David A. Tilem is the Debtor's counsel. CONCORDIA INTERNATIONAL: Non-Executive Chairman Quits ----------------------------------------------------- Jordan Kupinsky, non-executive chairman of the Board of Directors of Concordia International Corp, is stepping down, effective May 28, 2018. As a result, the Company will not be seeking the reappointment of Mr. Kupinsky to the Board at its Annual General and Special Meeting of Shareholders scheduled for June 19, 2018. The Company has appointed Randy Benson to fill a vacancy on the Board, and to ensure that the Board has the required number of Canadian resident directors pursuant to the Business Corporations Act (Ontario). Mr. Benson will stand for election at the Shareholders' Meeting. "We thank Jordan for his contributions to the Company," said Graeme Duncan, interim chief executive officer of Concordia. "Jordan has been a Board member since Concordia's go-public transaction in 2013, and has been its Non-Executive Chairman since November 2016. We have made significant progress towards the realignment of our capital structure, and given such progress, Jordan has decided to step down from the Board to focus on other opportunities." Mr. Duncan continued, "Concordia is also pleased to welcome Randy to its Board. We believe that his experience in corporate recapitalizations will benefit our stakeholders as we move forward with our capital structure realignment." Based in Toronto, Canada, Mr. Benson has more than 18 years of experience managing corporate restructurings and turnarounds, most recently as Principal at RC Benson Consulting, Inc. From 2012 to 2016, Mr. Benson was Partner and National Co-leader, Restructuring and Turnaround at KPMG Canada. Prior to that, Mr. Benson held various executive positions in the areas of general management, finance, distribution and logistics. He has also served as Chair of the Ad-Hoc Finance and Investment Committee for the Canadian Stem Cell Foundation. Certificate of Abridgement Filed On May 29, 2018, Concordia International filed a certificate of abridgement on the System for Electronic Document Analysis and Retrieval (SEDAR) in connection with the Annual and Special Meeting of Shareholders of Concordia International Corp., Special Meeting of Holders of Certain Secured Debt of the Company and Special Meeting of Holders of Certain Unsecured Debt of the Company, each such meeting to be held on June 19, 2018. David Price, chief financial officer of the Company, stated that: 1. in accordance with the requirements set out in section 2.20(a) of NI 54-101, arrangements have been made to have the proxy-related materials for the Meetings sent in compliance with NI 54-101 to all beneficial owners of applicable securities of the Company at least 21 days before the date fixed for the Meeting; 2. in accordance with the requirements set out in section 2.20(b) of NI 54-101, arrangements have been made to carry out all of the requirements of NI 54-101 in addition to those described in paragraph 1 above; and 3. the Company is relying upon section 2.20 of NI 54-101 in connection with the abridgment of certain of the time periods specified in NI 54-101 in respect of the Meetings. A full-text copy of the SEC filing is available for free at: https://is.gd/sTIGIk 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 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. * * * 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," as reported by the TCR on Oct. 27, 2017. 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." CORBETT-FRAME: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky has conditionally approved the disclosure statement explaining Corbett-Frame, Inc.'s Small Business Chapter 11 Plan, and the Court convened a hearing to consider confirmation of the Plan on May 24. About Corbett-Frame Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry store in Lexington, Kentucky, offering contemporary designer collections & customized pieces. The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51607) on Aug. 9, 2017. In the petition signed by Jennifer Lykins, its president, the Debtor estimated its assets and liabilities at between $1 million and $10 million. The case is assigned to Judge Gregory R. Schaaf. Jamie L. Harris, Esq., at the Delcotto Law Group PLLC, is the Debtor's counsel. No trustee or examiner has been appointed in the Chapter 11 case, and no creditors' committee or other official committee has been appointed. COREL CORP: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to Corel Corporation and Corel Inc. (collectively, Corel). The Rating Outlook is Stable. Fitch has also assigned a 'BB+'/'RR1' rating to Corel's secured revolving credit facility (RCF) and first-lien secured term loan. The proceeds will be used to fully repay existing debt and for dividends to shareholders. Fitch's rating actions affect $260 million total debt, including the $10 million RCF. Fitch's ratings for Corel are supported by the company's mature and stable product portfolio that results in a stable customer base and strong FCF generation. However, Corel's scale and industry competitive intensity are likely to limit the company's growth potential. Corel's private equity ownership is likely to result in elevated leverage at times to maximize return on equities. In the absence of large acquisitions, Fitch believes the company would periodically execute dividend recapitalization. KEY RATING DRIVERS Niche and Stable Products: Corel's productivity products primarily cater to niche sub-segments within enterprise markets. These include its core franchises in graphics, data compression, mind-mapping, and therecently acquired ClearSlide. Together these products make up over 75% of Corel's revenues. While these sub-segments are niche, the company maintains its leading positions in these segments with differentiating products against larger competitors. The differentiations should enable Corel to maintain modest revenue growth in these products. Corel's other products consist of legacy software applications including digital media, video editing, and productivity tools. Fitch expects revenues from these products to gradually decline. Strong FCF Generation: The maturity and stability of Corel's products enables the company to generate strong EBITDA and FCF margins. For FY2019, the first full year after the ClearSlide acquisition, Fitch estimates that Corel will generate an EBITDA margin of 43% and an FCF margin of 32% with each individual product generating EBITDA margins over 40%. Due to the stable nature of Corel's products and markets it operates in, Fitch expects Corel to have significant capacity to de-lever in spite of its relatively small revenue scale. Competitive Markets with Large Competitors: Corel operates in highly competitive markets. In the graphics segment, major competitors include Adobe and Autodesk. In the MindManager segment, Corel competes against Microsoft and Google. In the data compression segment, key competitors include Microsoft and WinRAR while major competitors for ClearSlide include Seismic and SAVO. In each segment, Corel offers product differentiations that address niche requirements for a small set of specialized users. Acquisitions and Dividends Could Limit Deleveraging: Fitch expects Corel to continue seeking out acquisition opportunities to expand its product offerings. Both MindManager and ClearSlide were acquired since 2016. In addition, its private equity ownership is likely to execute dividend recapitalizations periodically to maximize ROE. These factors are likely to keep gross leverage ratios at approximately 3x. DERIVATION SUMMARY Fitch's ratings are supported by Corel's mature and stable enterprise productivity products including digital arts, production graphics, data compression, and mind-mapping. While the enterprise productivity market is highly competitive with substantially larger competitors, Fitch believes Corel provides sufficient product differentiations that appeal to the niche sub-segments within the larger market, and this could be effective in sustaining a stable customer base. In spite of Corel's position as a sub-segment leader in various product categories, these products are generally mature, which limits revenue upside. Fitch also considered Corel's improved channel mix and the resulting higher quality revenue. These improvements include de-emphasizing retail and OEM channels in favor of corporate subscription & maintenance and e-Commerce. This has been effective in raising Corel's revenue visibility and expanding profit margins. Primary rating constraints include Corel's market position as a niche player in a large market segment dominated by a number of large competitors such as Microsoft (AA+/Stable) and Adobe (not rated), while also competing against various smaller peers including Autodesk (not rated), XMind (not rated), and Mindomo (not rated). Fitch expects the competitive intensity to limit upside for the company. Corel's private equity ownership is likely to result in elevated leverage at times to maximize return on equities. In the absence of large acquisitions, Fitch believes the company would periodically execute dividend recapitalization. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer --Revenues are projected to increase by 27% in FY 2018, driven by the ClearSlide acquisition. From 2019-2021, organic revenues are projected to increase modestly by 1%-1.5%, and acquisitions will contribute incremental growth. --EBITDA margins are projected to increase to 41.5% in FY2018, driven by headcount reductions. From FY2019 onwards, margins are projected to be 43%. --Modest capex of $600,000 per year. --Fitch assumes Corel will lever up in FY2021 to pay out another $200 million dividend to shareholders. In estimating a distressed enterprise value (EV) for Corel, Fitch assumes that a distressed scenario could be driven by a rapid decline in Corel's legacy products due to greater competitive intensity. Fitch assumes a going concern EBITDA of $61 million, which is meaningfully lower than the Feb. 28, 2018 pro forma LTM EBITDA of $84.1 million. This level of profitability assumes no EBITDA contribution from the legacy products, and a 35% EBITDA margin on the core products. Fitch assumes a 6.0x EV multiple in its recovery analysis. In the 21st edition of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case studies, Fitch notes nine past reorganizations in the Technology sector with recovery multiples ranging from 2.6x to 10.8x. Of these companies, only three were in the Software sector, Allen Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc. and received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Fitch believes Corel's operating profile supports a recovery multiple in the low-end of this range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action: --Fitch's expectation for organic revenue growth to sustain in the high single-digits corresponding to a fundamental shift toward higher growth product portfolio; --FCF exceeding $200 million; -- Gross leverage sustaining below 2x; Developments That May, Individually or Collectively, Lead to Negative Rating Action: --Fitch's expectation for sustained negative organic revenue growth; --Gross leverage sustaining above 3.5x. LIQUIDITY Fitch believes Corel has a strong liquidity position based on the following: --The company had $32 million of unrestricted cash on the balance sheet at the end of Q1'18 and full availability under its $10 million revolver. --Corel has no near-term maturities. Mandatory amortization is $18.5 million in FY2018 and FY2019, and $12.5 million thereafter. --The company generates significant FCF through the year. Fitch estimates pre-dividend FCF margins of over 30% through the rating horizon. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Corel Corporation -- Long-Term IDR 'B+'; Outlook Stable; -- $10 million revolving credit facility (undrawn) 'BB+'/'RR1'; -- $250 million 1st lien term loan B 'BB+'/'RR1'. Corel Inc. -- Long-Term IDR 'B+'; Outlook Stable. DORIAN LPG: BW Group Has 14.2% Stake as of May 29 ------------------------------------------------- BW Euroholdings Limited, BW Group Limited and The Sohmen Family Foundation disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of May 29, 2018, they beneficially own 7,826,460 shares of common stock of Dorian LPG Ltd., which represents 14.2 percent of the shares outstanding. This percentage is based on 55,106,852 Common Shares outstanding as of Dec. 31, 2017, according to the Q3 2018 10-Q. Euroholdings is a wholly-owned subsidiary of BW Group. The Foundation holds 93.25% of BW Group. The Reporting Persons may be considered a group within the meaning of Section 13(d)(3) of the Exchange Act. As of May 29, 2018, BW Group owns approximately 45% of BW LPG Limited, an exempted company limited by shares incorporated under the laws of Bermuda. On May 29, 2018, BW LPG proposed a combination of BW LPG and Dorian LPG in a transaction in which Dorian LPG's stockholders, including BW Group, would receive 2.05 common shares of BW LPG for each Common Share of the Issuer they own. Under the Proposal, BW LPG would undertake a dual-listing of the BW LPG Common Shares on the New York Stock Exchange and the stockholders of the Issuer would receive NYSE-listed BW LPG Common Shares representing in the aggregate 45% of the combined company at the completion of the transaction. On May 29, 2018, BW LPG also issued a press release announcing its submission of the Proposal. The Reporting Persons are supportive of the transactions contemplated by the Proposal. A full-text copy of the regulatory filing is available at: https://is.gd/IFlFZ3 About Dorian LPG Dorian LPG -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers ("VLGCs"). Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece. Dorian LPG reported a net loss of $1.44 million for the year ended March 31, 2017, compared with net income of $129.68 million for the year ended March 31, 2016. As of Dec. 31, 2018, Dorian LPG had $1.70 billion in total assets, $744.23 million in total liabilities and $961.95 million in total shareholders' equity. As of Dec. 31, 2017, the Company's current liabilities exceeded its current assets by $50.4 million, mainly as a result of the 2017 Bridge Loan, of which $66.9 million of principal is due on Dec. 31, 2018, and for which the Company has not yet secured refinancing. "As we have not yet implemented a refinancing of the remaining portion of the 2017 Bridge Loan, we are required under U.S. GAAP to state that the absence of such refinancing raises substantial doubt about the Company's ability to continue as a going concern, before consideration of our plans," the Company stated in its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2017. DORIAN LPG: Confirms Receipt of Unsolicited Proposal from BW LPG ---------------------------------------------------------------- Dorian LPG has confirmed that it received an unsolicited proposal from BW LPG to combine with Dorian in a transaction in which Dorian shareholders would receive 2.05 shares of BW LPG for each share of Dorian. The Board of Directors of Dorian will review BW's proposal in consultation with its financial and legal advisors. No assurance can be given that any transaction will occur. About Dorian LPG Dorian LPG is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers ("VLGCs"). Dorian LPG's fleet currently consists of twenty-two modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA, London, United Kingdom and Athens, Greece. Visit www.dorianlpg.com for more information. Dorian LPG reported a net loss of $1.44 million for the year ended March 31, 2017, compared with net income of $129.68 million for the year ended March 31, 2016. As of Dec. 31, 2018, Dorian LPG had $1.70 billion in total assets, $744.23 million in total liabilities and $961.95 million in total shareholders' equity. As of Dec. 31, 2017, the Company's current liabilities exceeded its current assets by $50.4 million, mainly as a result of the 2017 Bridge Loan, of which $66.9 million of principal is due on Dec. 31, 2018, and for which the Company has not yet secured refinancing. "As we have not yet implemented a refinancing of the remaining portion of the 2017 Bridge Loan, we are required under U.S. GAAP to state that the absence of such refinancing raises substantial doubt about the Company's ability to continue as a going concern, before consideration of our plans," the Company stated in its Quarterly Report on Form 10-Q for the quarter ended Dec. 31, 2017. EIHAB H TAWFIK: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on May 29 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Eihab H. Tawfik, M.D., P.A. About Eihab H. Tawfik, M.D. Eihab H. Tawfik, M.D., P.A., is an internist in Crystal River, Florida. Dr. Eihab Tawfik is skilled at diagnosing and treating a large array of ailments and disorders in adults. Eihab H. Tawfik, M.D., P.A. dba Christ Medical Center dba Town Center Medical Celebration filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-01164), on April 11, 2018. The Petition was signed by Eihab H. Tawfik, director and president. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by Justin M. Luna, Esq. of Latham, Shuker, Eden & Beaudine, LLP. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. EL PINO: Taps Brady & Conner as Legal Counsel --------------------------------------------- El Pino Trucking, Inc., received approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Brady & Conner, PLLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the negotiation of financing agreements and related transactions; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Partners $300 Associates $150 Paralegals $45 - $55 Brady & Conner received a retainer in the sum of $4,000. The firm can be reached through: Donald A. Brady, Esq. Brady & Conner, PLLC 3398 Huntsville Road Fayetteville, AR 72701 Phone: 479-443-8080 Email: aadrbk@gmail.com About El Pino Trucking Inc. El Pino Trucking, Inc., filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 18-70932) on April 6, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Ben T. Barry presides over the case. ENERGEN CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB ---------------------------------------------------------- Egan-Jones Ratings Company, on May 23, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Energen Corporation to BB from BB-. Energen Corporation is an oil and gas exploration and production company headquartered in Birmingham, Alabama. FALLS AT ELK GROVE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: The Falls at Elk Grove, LLC, a California limited liability company 9067 South 1300 West, Suite 301 West Jordan, UT 84088 Business Description: The Falls at Elk Grove, LLC is a real estate company that owns a nonresidential real property event center known as The Falls Event Center, Elk Grove, California location. The venue offers two buildings totalling 27,000 sq ft rentable space located on two parcels totalling 4.99 acres valued by the company at $15 million. The Event Center can accommodate various occasions like conference, quinceanera, annual holiday party, family reunion, high school prom, wedding, among others. Visit https://thefallseventcenter.com/Location/ Elk-Grove-Ca for more information. Chapter 11 Petition Date: May 30, 2018 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Case No.: 18-23387 Judge: Hon. Robert S. Bardwil Debtor's Counsel: Walter R. Dahl, Esq. DAHL LAW, ATTORNEYS AT LAW 2304 N St Sacramento, CA 95816-5716 Tel: (916) 446-8800 E-mail: wdahl@DahlLaw.net Total Assets: $15 million Total Liabilities: $8.28 million The petition was signed by Steven L. Down, chief executive officer. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/caeb18-23387.pdf FIRSTENERGY SOLUTIONS: Taps ICF as Energy Markets Advisor --------------------------------------------------------- FirstEnergy Solutions Corp. received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire ICF Resources, LLC, as its energy markets advisor. The firm will provide industry expertise and advice on a variety of matters, including assessments of the business plans of the company and its affiliates and the market conditions; review of contracts; analysis of cash flows; and power and fuel price forecasts. The firm will charge these hourly rates: Executive Director $750 Managing Director $680 Director $580 Principal $545 Senior Manager $470 Manager $415 Senior Consultant $365 Consultant $340 Analyst $310 Researcher $250 Research Tech $190 Administrator $185 Assistant $165 Before the petition date, the Debtors paid ICF aggregate fees of $988,413 and reimbursed the firm for aggregate expenses of $5,197. Judah Rose, executive director of ICF, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. ICF can be reached through: Judah L. Rose ICF Resources, LLC 9300 Lee Highway, Fairfax, VA 22031 Phone: +1.703.934.3000 Fax: +1.703.934.3740 Email: info@icf.com About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. FIRSTENERGY SOLUTIONS: Taps KPMG as Tax Consultant -------------------------------------------------- FirstEnergy Solutions Corp. received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire KPMG LLP as its tax consultant. The firm will assist the company and its affiliates in determining their tax attributes; help the Debtors determine the impact to their tax attributes as result of a shareholder worthless stock deduction; assist in the evaluation of the treatment of all intercompany obligations and the potential settlement of these obligations; and provide other services related to their Chapter 11 cases. The firm will charge these hourly rates: Partners $754 – $858 Managing Directors $754 - $793 Senior Managers $676 - $780 Managers $520 - $715 Senior Associates $390 - $520 Associates $286 - $325 Paraprofessionals $156 - $260 The Debtors paid KPMG approximately $568,715, including a retainer in the amount of $50,000 in the 90 days prior to the petition date. Scott Moresco, a partner at KPMG, 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: Scott E. Moresco KPMG LLP Aon Center 200 E. Randolph Drive, Suite 5500 Chicago, IL 60601 Tel: +1 312-665-1000 Fax: +1 312-665-6000 About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. FIRSTENERGY SOLUTIONS: Taps Lazard Freres as Investment Banker -------------------------------------------------------------- FirstEnergy Solutions Corp. received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Lazard Freres & Co. LLC as its investment banker. The firm will review and analyze the business, operations and financial projections of the company and its affiliates; evaluate the Debtors' potential debt capacity in light of the projected cash flows; assist in determining the target capital structure for the Debtors; and providing the Debtors with other financial restructuring advice. Lazard will be paid a monthly fee of $250,000 for its services. In addition, the firm will be paid a fee of $15 million upon the consummation of a restructuring; or a fee upon consummation of a financing equal to the total gross proceeds provided for in such financing multiplied by 1%. If, whether in connection with the consummation of a restructuring or otherwise, the Debtors consummate a "M&A transaction," Lazard will be paid a fee equal to a percentage of the aggregate consideration in the transaction, as calculated in accordance with the following table: Aggregate Consideration (millions) M&A Fee Calculation ----------------------- ------------------- $5,000 or higher 0.52% 4,000 0.58% 3,000 0.67% 2,000 0.78% 1,000 1.15% 900 1.20% 800 1.25% 700 1.30% 600 1.40% 500 1.45% 400 1.50% 300 1.58% 200 1.70% 100 2.00% 25 2.50% Meanwhile, Lazard will be paid a fee with respect to any transaction which takes the form of the receipt of a subsidy, effective whole or partial reregulation, or removal from market pricing with respect to any of the Debtors' nuclear assets, equal to 1.0% of the present value (at a 10% discount rate) of the total economic benefit of such nuclear asset restructuring, which fee should not exceed $8 million and which fee may be reduced in full or in part at the sole discretion of the Debtors. Tyler Cowan, managing director of Lazard, disclosed in a court filing that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Tyler W. Cowan Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 Phone: +1 212-632-6000 About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. FRONTIER CORP: Egan-Jones Lowers Sr. Unseccured Ratings to CCC+ --------------------------------------------------------------- Egan-Jones Ratings Company, on May 21, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Frontier Communications Corporation to CCC+ from B-. Frontier Communications Corporation is a telecommunications company in the United States. It was known as Citizens Utilities Company until May 2000 and Citizens Communications Company until July 31, 2008. GADFLY ENTERPRISES: July 3 Hearing on Plan Outline -------------------------------------------------- Bankruptcy Judge Lori S. Simpson is set to hold a hearing on July 3, 2018 at 10:00 a.m. to consider the approval of Gadfly Enterprises Inc.'s disclosure statement describing its chapter 11 plan dated May 8, 2018. June 13, 2018 is fixed as the last day for filing and serving written objections to the disclosure statement. About Gadfly Enterprises Gadfly Enterprises Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-10270) on Jan. 8, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1,000,001 to $10 million. Judge Lori S. Simpson presides over the case. Cohen Baldinger & Greenfeld, LLC, is the Debtor's bankruptcy counsel. GENTLEPRO HOME: Court Approves Disclosures, Confirms Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has approved the disclosure statement and confirmed the amended plan of reorganization filed by Gentlepro Home Health Care, Inc. Section IV of the Amended Plan is modified to reflect and administrative expense due and owing to Health Care Service Corporation in the amount of $13,539. The matter is continued for post-confirmation status on June 20, 2018, at 10:00 a.m. The Debtor is directed to file a written report of status of all initial payments required and made for each class treated under the Plan on or before June 13. As previously reported by The Troubled Company Reporter, unsecured creditors will be paid 10% of their claims at the rate of $481 per month for a period of 60 months. Payments and distributions under the plan will be funded by the continuing operations of the debtor. The Debtor shall act as disbursing agent under the plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-11377-72.pdf About Gentlepro Home Health Care Gentlepro Home Health Care, Inc., provides home health care services, including nursing and rehabilitation therapy to individuals throughout the Chicagoland area. Due to complications and delay in receiving Medicare payments, and lawsuits initiated by two of its creditors, it was forced to file bankruptcy. Gentlepro filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11377) on April 11, 2017. In the petition signed by Edith Querubin, president, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The case is assigned to Judge Janet S. Baer. Joshua D. Greene, Esq., at Springer Brown, LLC, is the Debtor's counsel. GOLD STAR: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Gold Star Capital LLC 2960 N Swan Rd ste. #136 Tucson, AZ 85712 Business Description: Gold Star Capital LLC is a real estate lessor that owns in fee simple nine real properties located in Tucson and Marana, Arizona having an aggregate estimated value of $984,149. Chapter 11 Petition Date: May 30, 2018 Case No.: 18-06129 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Kasey C. Nye, Esq. WATERFALL, ECONOMIDIS, CALDWELL, HANSHAW & VILLAMANA, P.C. 5210 E. Williams Circle, Suite 800 Tucson, AZ 85711 Tel: 520-202-5018 Fax: 520-745-1279 Email: knye@waterfallattorneys.com Total Assets: $989,649 Total Liabilities: $1.73 million The petition was signed by Colin Reilly, manager. The Debtor filed an empty list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb18-06129.pdf HELIOS AND MATHESON: Citadel Entities Have 5.4% Stake as of May 25 ------------------------------------------------------------------ Citadel Securities LLC, CALC III LP, Citadel Securities GP LLC ("CSGP") and Kenneth Griffin disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of May 25, 2018, they beneficially own 4,433,537 shares of common stock of Helios and Matheson Analytics Inc., constituting 5.4 percent of the 82,655,182 shares of the Company's common stock outstanding as of May 11, 2018 as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2018. On May 10, 2018, the Reporting Persons beneficially owned 3,314,831 shares of the Company's common stock, which was equal to 6.3% based on 52,996,631 shares issued and outstanding as of April 15, 2018 as reported in the Company's prospectus supplement dated April 19, 2018 and filed with the SEC on April 20, 2018. Mr. Griffin is the president and chief executive officer of, and owns a controlling interest in, CSGP. A full-text copy of the regulatory filing is available at: https://is.gd/0gpQ8M About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, artificial intelligence, business intelligence, social listening, and consumer-centric technology. HMNY owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc., a movie-theater subscription service. HMNY's holdings include RedZone Map, a safety and navigation app for iOS and Android users, and a community-based ecosystem that features a socially empowered safety map app that enhances mobile GPS navigation using advanced proprietary technology. HMNY is headquartered in New York, NY and listed on the Nasdaq Capital Market under the symbol HMNY. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. As of March 31, 2018, the Company had $177.09 million in total assets, $179.86 million in total liabilities and a total stockholders' deficit of $2.76 million. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, 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 and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. INFINERA CORP: Egan-Jones Lowers Sr. Unsec. Ratings to B -------------------------------------------------------- Egan-Jones Ratings Company, on May 21, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Infinera Corporation to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Infinera Corporation is a vertically integrated manufacturer of Wavelength division multiplexing optical transmission equipment for the telecommunications service provider market. IWORLD OF TRAVEL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: IWorld of Travel, Ltd. fdba Isram Wholesale Tours & Travel, Ltd. 1201 N.E. 26th Street, Suite 101 Fort Lauderdale, FL 33305 Business Description: IWorld of Travel, Ltd. fdba Isram Wholesale Tours & Travel, Ltd. is a tour operator with its global headquarters located in Florida. The company concentrates primarily on four brands: Latour, for Latin America; EuropeToo, for Europe and Morocco; Asian Vistas for Asia and Belder Gray for Egypt, Jordan and the Middle East. Isram World of Travel was founded in 1967. Visit https://www.iworldoftravel.com for more information. Chapter 11 Petition Date: May 30, 2018 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 18-16485 Judge: Hon. John K Olson Debtor's Counsel: Thomas L. Abrams, Esq. GAMBERG & ABRAMS 1776 N Pine Island Rd #215 Plantation, FL 33322 Tel: (954) 523-0900 Email: tabrams@tabramslaw.com Total Assets: $63,435 Total Liabilities: $3.18 million The petition was signed by Richard Krieger, 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/flsb18-16485.pdf KADMON HOLDINGS: Two Directors Quit from Board ---------------------------------------------- Each of Drs. Alexandria Forbes and Thomas Shenk informed Kadmon Holdings, Inc. of their resignation as a director of the Company effective as of the date the registration statement of MeiraGTx Holdings plc (File No. 333-224914) is declared effective. Dr. Forbes and Dr. Shenk are resigning to focus on their responsibilities as the chief executive officer and director, and director, respectively, of Meira GTx Holdings plc, in which the Company has an approximately 17% ownership stake as of May 29, 2018, and which is currently considering an initial public offering. Each has confirmed that the resignation is not the result of any disagreement with the Company. The Company thanks them for their service and wishes them well in their endeavors. About Kadmon Holdings Kadmon Holdings, Inc. -- http://www.kadmon.com/-- is a biopharmaceutical company engaged in the discovery, development and Commercialization of small molecules and biologics within autoimmune and fibrotic diseases, oncology and genetic diseases. The Company is headquartered in New York, New York. Kadmon Holdings reported a net loss attributable to common stockholders of $81.69 million in 2017, a net loss attributable to common stockholders of $230.48 million in 2016, and a net loss attributable to common stockholders of $147.08 million in 2015. As of March 31, 2018, Kadmon Holdings had $63.78 million in total assets, $55.85 million in total liabilities and $7.93 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, noting that the Company has suffered recurring losses from operations and expects losses to continue in the future that raise substantial doubt about its ability to continue as a going concern. L BRANDS: Fitch Affirms BB+ IDR & Alters Outlook to Negative ------------------------------------------------------------ Fitch Ratings has affirmed the ratings for L Brands, Inc., including the Long-Term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook has been revised to Negative from Stable. The 'BB+' rating reflects L Brands' long-term track record as a strong operator of two leading brands, driving growth despite challenges in the broader retail space balanced with a shareholder-friendly posture. L Brands has historically achieved strong customer loyalty and an ability to introduce compelling, unique merchandise in the lackluster mid-tier mall retail space. The Negative Outlook reflects Fitch's reduced confidence in the company's ability to stabilize negative store traffic trends and increased promotional activity at Victoria's Secret post recent strategic changes. EBITDA declines associated with Victoria's Secret's weakness have caused projected 2018 adjusted leverage to rise above 4.0x, which is Fitch's ratings downgrade sensitivity for L Brands. Fitch could stabilize L Brands' Outlook with increased confidence in the company's ability to stabilize operations such that leverage improves to under 4.0x. The company would need to show almost 20% EBITDA improvement (absent any debt reduction) from projected 2018 levels of about $2.2 billion to sustain leverage below 4.0x. KEY RATING DRIVERS Continued Operating Weakness at Victoria's Secret and PINK: In early 2016, Victoria's Secret announced plans to eliminate certain apparel categories (including swimwear), eliminated its catalog, and made significant changes to its promotional strategy. These actions, which are aimed at positioning the company for longer-term growth, have weakened near-term results due to negative store traffic trends. Weakness in the top-line has necessitated increased markdown activity, which has led to a gross margin decline of around 180 bps in each of 2016 and 2017. Comps (stores and direct) were positive 2% in 2016 and turned to negative 3% in 2017, compared with an average of about 5% over the five years through 2015. The 2017 comps decline was driven entirely by Victoria's Secret (comps down 8%) as Bath & Body Works produced positive 5% comps during the same period. Significant margin erosion driven by increased promotional activity as well as a push to grow the bralette, sport and beauty categories have resulted in Victoria's Secret's segment operating income declining by 33% to $932 million in 2017 from $1.4 billion in 2015. At the time of the strategic announcements in early 2016, Fitch expected temporary dislocation in Victoria's Secret comps as the company worked through the category eliminations and promotional strategy changes. However, the prolonged weakness in comps suggests that there could be some longer-term issues with the brand that need to be addressed in order to stabilize operations. Besides execution issues, what appears to be hurting Victoria Secret on the margin is the entrance of new players in the intimate apparel category with a different brand messaging and value proposition. Fitch expects total comps to be in the low-single digits annually, assuming negative low-single digit comps at Victoria's Secret offset by low-to-mid-single digit positive comps at Bath & Body Works. Stabilization of the Outlook would require Victoria's Secret comps to stabilize. The growth of PINK in the U.S., which generated more than $3 billion in sales in 2017, and the inclusion of the full lingerie lines in expanded Victoria's Secret stores have led to increased productivity per square foot over the past few years. PINK, a collegiate-focused brand which offers intimate apparel, loungewear and related products in vibrant colors and patterns, has expanded Victoria Secret's demographic base by appealing to younger consumers. Recent performance at PINK has been weak due to some product misses in the apparel category. Given the strong brand positioning and track record, Fitch expects PINK comps to stabilize on improved apparel assortment. Growth Opportunities Remain: While Victoria's Secret restrains L Brands' current operating trajectory, the company's other businesses have been generally more stable and provide long-term growth opportunities. Bath & Body Works, which represented 33% of sales and 55% of reported operating income in 2017, has shown strong growth including 5% comps in 2017 and 8% in 1Q18, despite ever-increasing competition in the beauty category. International expansion also provides a strong top-line and profit opportunity by allowing the company to diversify outside of mall-based locations and reduce operational and execution risks through its substantially franchised model (outside of the China, UK, Ireland and Canadian markets). L Brands' strong omnichannel platform is expected to be a continued driver of growth. The company had consolidated online penetration of 16.4% of 2017 sales. Victoria's Secret online penetration is higher at 20% compared to 13.5% at Bath & Body Works. While Bath & Body Works' lower online sales penetration is somewhat protected by the "touch and feel" nature of personal care products, Victoria's Secret should benefit from expected growth in online apparel sales. Further EBITDA Decline Expected: Fitch expects L Brands' EBITDA to decline 10% to about $2.2 billion in 2018 from $2.4 billion in 2017, after declining around 8% in 2017. The decline is driven by increased promotional activity and low to mid-teens growth in SG&A related to wage increases and omnichannel investments. Fitch expects gross margin to decline around 100 bps in 2018, due primarily to increased promotional activity to drive store traffic at Victoria's Secret, and remain flattish thereafter. EBTIDA margin is expected to be around 16% in 2018, down about 600 bps from peak margin of 22%. EBITDA is expected to improve to around $2.4 billion by 2021, assuming positive low single digit comps and SG&A growth in line with total revenue growth of 2%-3%. Elevated Leverage: Lease-adjusted leverage increased to 3.8x in 2017 from 3.5x in 2016 and Fitch expects leverage to be elevated at 4.2x to 4.3x in 2018 given EBITDA declines. Leverage is expected to decline modestly thereafter, assuming EBITDA growth and flattish debt levels. Absent any debt reduction, L Brands would need to produce EBITDA of around $2.5 billion to $2.6 billion for leverage to sustain under 4x. Shareholder-Friendly Posture: L Brands is committed to returning cash to shareholders through share repurchases and dividends. The company returned about $5.7 billion in cash to shareholders (via dividends and share buybacks) in the five years ending 2017, utilizing approximately $4.4 billion of FCF before dividends and funding the remainder with debt. Fitch expects L Brands to conduct share buybacks of around $300 million annually in 2018 and thereafter, compared to an average of about $450 million in the prior three years. DERIVATION SUMMARY L Brand's 'BB+' rating reflects the company's dominant position in intimate apparel through its Victoria's Secret brand and a strong position in personal care and home products through the Bath & Body Works Brand. The company does not have any large, direct peers but instead competes with a range of department store and mid-tier apparel/specialty retailers. L Brands' good track record of growth and industry leading margins are offset by an aggressive shareholder return policy that has traditionally dictated leverage. The Negative Outlook reflects Fitch's concern that negative store traffic trends at Victoria's Secret could be indicative of brand challenges that extend beyond recent strategic changes and that these challenges may continue to persist, weakening EBITDA and elevating leverage above 4x. While until recently L Brands' top-line and EBITDA margin trends have been more positive than The Gap Inc. (BB+/Stable), which is a mid-tier, mall-based retailer, leverage is closer to the mid-3x for The Gap. Gap continues to struggle with longer-term operational challenges but has a less shareholder friendly stance than L Brands. Looking at other specialty retailers, the 'BBB-'/Stable ratings of both Tapestry, Inc. and Michael Kors Holdings Limited consider their lower leverage profiles offset by higher fashion risk of the handbag and accessories category. Signet Jewelers Limited (BB/Stable) benefits from expected longer-term stability of the jewelry category, although leverage is expected to trend in the mid-4.0x range on topline weakness. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch expects comps to be in the low-single digits annually; --Top-line growth expected to be close to 5.5% in 2018 due primarily to adoption of new revenue recognition account standards (which have no impact to EBITDA); --Square footage expansion, if executed successfully, could drive overall top-line growth of around 2%-3% annually beginning 2018; --EBITDA is expected to decline about 10% to around $2.2 billion in 2018 from $2.4 billion in 2017 but improve to about $2.4 billion by 2021 as top-line returns to growth and SG&A investments moderate; --Annual FCF after regular dividends of around $100 million to $150 million over the next two to three years; --Capex is expected to be around $750 million annually following an elevated $1 billion in 2016, reflecting a more normalized level of spending, inclusive of strategic investments, new store constructions and square footage expansion; --Leverage is expected to be elevated at 4.2x-4.3x in 2018 and decline modestly thereafter but remain above 4.0x, assuming flattish debt and the above EBITDA assumptions. These assumptions could yield a one-notch downgrade in L Brands' rating. However, Fitch could Stabilize the outlook should L Brands be able to resume mid-single digit comps total comps, with comps stabilization at Victoria Secret, and grow EBITDA to $2.5 billion to $2.6 billion such that leverage returns to under 4.0x. Alternatively the company would have to pay down almost $1 billion in debt over the next 24-36 months on Fitch's EBITDA assumptions to reduce leverage under 4.0x. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action --A positive rating action would require both positive operating trends and a public commitment to maintaining financial leverage around low 3.0x; --The rating could be stabilized if store traffic trends at Victoria's Secret stabilize and EBITDA rebounds from current levels such that leverage declines to under 4x.This equates to an EBITDA level of $2.5 billion to $2.6 billion, assuming no debt paydown. Developments That May, Individually or Collectively, Lead to Negative Rating Action --A negative rating action could be driven by reduced confidence in the company's ability to stabilize comp trends and margin compression and leverage sustained above 4.0x. LIQUIDITY Liquidity is strong, supported by a cash balance of $1.5 billion as of Feb. 3, 2018 and the company's $1 billion revolving credit facility. Annual FCF after regular dividends is expected to be around $100 million to $150 million over the next two to three years. Fitch expects the FCF and cash on the balance sheet to be used toward about $300 million in annual share buybacks. FULL LIST OF RATING ACTIONS Fitch has affirmed L Brands as follows: --Long-term IDR at 'BB+'; --Secured bank credit facility at 'BBB-'/'RR1'; --Senior guaranteed unsecured notes at 'BB+'/'RR4'; --Senior unsecured notes at 'BB'/'RR5'. The Rating Outlook has been revised to Negative from Stable. LACH ROUM: Hires Jonathan H. Stanwood as Attorney ------------------------------------------------- Lach Roum, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania (Philadelphia) to hire Jonathan H. Stanwood, Esq. as attorney. The professional services which Mr. Stanwood is to render is the general representation of applicant in this case and the performance of all legal services for the Debtor which may be necessary. Mr. Stanwood charges an hourly billable rate of $300.00 for legal services rendered. Mr. Stanwood has no other connection and/or interest adverse to the debtor, its creditors, any other party in interest, as stated in the filing. The counsel can be reached through: Jonathan H. Stanwood, Esq. Law Office of Jonathan H. Stanwood, LLC 8 Penn Center, Suite 1000 1628 JFK Blvd Philadelphia, PA 19103 Phone: (215) 569-1040 Fax : (215) 689-4084 Email: jhs@stanwoodlaw.com About Lach Roum, LLC Lach Roum, LLC, d/b/a Spring Garden Beverage, is a food-service distributor in Philadelphia, Pennsylvania. Lach Roum filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-13330) on May 18, 2018, listing under $1 million in both assets and liabilities. The case is assigned to Judge Ashely M. Chan. Jonathan H. Stanwood, Esq., at Law Office of Jonathan H. Stanwood, LLC, is the Debtor's counsel. LAUNCH SPORT: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: Launch Sport Performance, P.C. 2600 Tower Oaks Blvd, Suite 101 Rockville, MD 20852 Business Description: Launch Sport Performance, P.C. is a privately held company that offers physical therapy, strength and conditioning, team training, massage therapy and nutrition services. Located at 2600 Tower Oaks Boulevard, the company operates out of an 11,000 square foot facility fully equipped with the most current, state-of- the-art sport performance and rehabilitation equipment available. Launch Sport Performance has partnered with many local athletic teams to bring athletes the best off-field training. Visit http://www.launchsp.comfor more information. Case No.: 18-17258 Chapter 11 Petition Date: May 30, 2018 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Fax: (301) 881-8350 Email: steveng@cohenbaldinger.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Liz Wheeler, president. A copy of the Debtor's list of six unsecured creditors is available for free at: http://bankrupt.com/misc/mdb18-17258_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb18-17258.pdf LE-MAR HOLDINGS: Hires RSG Restructuring as Investment Advisor -------------------------------------------------------------- Le-Mar Holdings, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, to hire RSG Restructuring Advisors, LLC as investment advisor for the Debtors. Services to be rendered by RSG are: (a) prepare a confidential information memorandum describing Le-Mar, its historical performance and prospects, including existing contracts, marketing and sales, labor force, management, and financial projections; (b) assist the Debtors in compiling a data room of any necessary and appropriate documents related to the Financing or Sale; (c) assist the Debtors in developing a list of suitable potential lenders and investors who will be contacted on a discreet and confidential basis after approval by the Debtors; (d) coordinate the execution of confidentiality agreements for potential lenders and investors wishing to review the confidential information memorandum; (e) assist the Debtors in coordinating site visits for interested lenders and investors and work with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential lenders and investors; (g) advise and assist the Debtors in structuring the Financing and negotiating the lending and/or investment agreements; and (h) otherwise assist the Debtors and its other professionals, as necessary, through closing on a best-efforts basis. RSG wil charge: (a) an initial fee of $25,000, due upon execution of the Engagement Letter Amendment, (b) a monthly fee of $15,000 for two months per month payable every 30-days after the Initial Fee is received by RSG, (c) a financing fee associated with a Financing of the greater of $125,000 or (i) 2.50% of Secured Debt, plus (ii) 6.00% of any Subordinated Debt or Equity, (iii) a sale fee associated with a Sale of the greater of $125,000 or 4.0% of the Total Consideration. Brad Walker, managing director of RSG Restructuring Advisors, LLC, attests that RSG does not hold or represent an interest adverse to the Debtors or their estates with respect to the matters for which they are proposed to be employed, and that RSG are “disinterested persons” as defined in section 101(14) of the Bankruptcy Code. The advisor can be reached through: Brad Walker RSG Restructuring Advisors LLC 20415 Tejas Creek San Antonio, TX 78257 Phone: (213) 447-2078 About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. Colliers International North Texas, LLC, was appointed by the Court as a real estate broker on Jan. 10, 2018. LEGAL COVERAGE: Ch 11 Trustee Needs Time Review Business' Viability ------------------------------------------------------------------- Leslie Beth Baskin, Esq., the Chapter 11 Trustee for The Legal Coverage Group Ltd. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the exclusive period within which it may file a Chapter 11 plan by 90 days through and including Aug. 24, 2018, and the exclusive period to solicit acceptances with respect to the plan for an additional 60 days through and including Oct. 23, 2018. Section 1121(b) of the U.S. Bankruptcy Code provides that a debtor has the exclusive right to file a plan in the 120 days following commencement of a case. Section 1121(c)(3) of the Bankruptcy Code provides that if the debtor files a plan within exclusive period established under Section 1121(b), the debtor has an initial period of 180 days after the commencement of the Chapter 11 case to obtain acceptances of the plan, during which time competing plans may not be filed. The Chapter 11 Trustee says that an extension of the exclusive periods will benefit the estate by providing needed time to, inter alia, review and analyze the viability of the Legal Coverage Group's business, further access avoidable transfers, further access the propriety of claims against the state, locate and sell assets of the estate, and negotiate the terms of a plan of reorganization that would have the support of the necessary parties in interest. The Chapter 11 Trustee believes that she will be able to propose a feasible Chapter 11 plan at the end of the Exclusive Periods. According to the Chapter 11 Trustee, the circumstances surrounding the filing of the Chapter 11, the fraud which led to the filing, the filing of the involuntary petition against LCG's sole member, Gary Frank, the liquidation of assets, the involvement of the US Attorneys' office and the FBI, and potential claims against individuals or entities who may have received avoidable transfer or may have been complicit in the fraud are some factors which render this case complex. The Chapter 11 Trustee has and will continue to make good faith efforts to cooperate with all parties in interest in the process. The Chapter 11 Trustee has submitted cash collateral budgets to its lender since her appointment and to date, LCG has operated, and will continue to operate, pursuant to the Interim Orders granted to date concerning the use of cash collateral. The Chapter 11 Trustee submits that this is the first request for an extension of the exclusivity periods, and that the relief sought in this motion will not prejudice any creditors or parties in interest in these cases and it is not sought to pressure creditors. Rather, the extension is necessary to afford the Chapter 11 Trustee sufficient time to continue to locate and liquidate assets, evaluate potential litigation and determine the viability of the LCG business. A copy of the Chapter 11 Trustee's request is available at: http://bankrupt.com/misc/paeb18-10494-286.pdf About The Legal Coverage Group The Legal Coverage Group Ltd., also known as LCG, Ltd., is a Pennsylvania Subchapter S corporation. LCG, the exclusive provider of HELP Legal Plan, was founded in 1995 to modernize and ultimately perfect the concept of the employee legal plan. Headquartered in the suburbs of Philadelphia, Pennsylvania, HELP is a privately-held employee legal plan servicing worksites of all sizes and industries on a regional and national level, while maintaining the industry's highest rates of retention through unparalleled, unlimited, and fully comprehensive benefits services provided by only partner level attorneys. LCG sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-10494) on Jan. 26, 2018. In the petition signed by CEO Gary A. Frank, the Debtor estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Jean K. FitzSimon presides over the case. Dilworth Paxson LLP is the Debtor's legal counsel; and Wipfli LLP, as tax advisor. Leslie Beth Baskin, Esq., has been appointed as Chapter 11 Trustee, and is represented by the law firm of Spector Gadon & Rosen, PC. Counsel for The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company are Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Christopher J. Leavell, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP; Sarah R. Borders, Esq., Jeffrey R. Dutson, Esq., at KING & SPALDING LLP. LUCKY DRAGON: Committee Taps FTI Consulting as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Lucky Dragon Hotel & Casino, LLC, and Lucky Dragon LP, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to retain FTI Consulting, Inc., together with its wholly owned subsidiaries, as financial advisor to the Committee. Financial advisory services FTI will provide to the Committee are: a. assist in the preparation of analyses required to assess any proposed Debtor-In-Possession financing or use of cash collateral; b. assist with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; c. assist with the assessment of the value of the Debtors' business on a "going concern" basis and "liquidation" basis; d. assist in the review and monitoring of the asset sale process, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; e. assist in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; f. attend at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; g. assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; h. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and i. render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. FTI's customary hourly rates are: Senior Managing Directors $875 to $1,075 Directors/Senior Directors/Managing Directors $650 to $855 Consultants/Senior Consultants $345 to $620 Administrative/Paraprofessionals $140 to $270 Given the specific circumstances surrounding the Debtors' financial condition and as a courtesy to the Committee, FTI has voluntarily agreed to cap the overall blended rate of its hourly fees at $695 per hour. The firm can be reached through: FTI Consulting, Inc. 555 12th Street NW, Suite 700 Washington DC 20004 Tel: 202 312 9100 Fax: 202 312 9101 About Lucky Dragon LP and Lucky Dragon Hotel & Casino Lucky Dragon, LP, owns the real estate and improvements of the Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las Vegas, Nevada, and employs 68 full-time and 30 part-time people. Lucky Dragon Hotel & Casino, LLC, operates the Resort Hotel and Casino. The Lucky Dragon Hotel & Casino, LLC, commenced its Chapter 11 case by filing a voluntary petition (Bankr. D. Nev. Case No. 18-10792) on Feb. 16, 2018. The Lucky Dragon, LP, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-10850) on Feb. 21, 2018. The cases are jointly administered under Lucky Dragon Hotel & Casino's Case No. 18-10792. In the petition signed by Andrew S. Fonfa, managing member of Eastern Investments, LLC, Lucky Dragon estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Laurel E. Davis presides over the cases. The Debtors retained Schwartz Flansburg PLLC as their legal lead counsel; Mushkin Cica Coppedge as conflicts counsel; Innovation Capital, LLC as financial advisor; and Prime Clerk, LLC, as their claims and noticing agent. The Official Committee of Unsecured Creditors of Lucky Dragon Hotel & Casino, LLC and Lucky Dragon, LP tapped Levene, Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel; Armstrong Teasdale LLP as co-counsel; and Kolesar & Leatham, as Nevada co-counsel. LUCKY DRAGON: Committee Taps Sylvester as Conflicts Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Lucky Dragon Hotel & Casino, LLC, and Lucky Dragon LP seeks authority from the U.S. Bankruptcy Court for the District of Nevada to retain Sylvester & Polednak Ltd. as conflicts counsel for the Committee. After consulting with Counsel, the Committee has determined that it would be prudent to engage conflicts counsel to represent the Committee in these Chapter 11 cases, in the event that there are matters arising in the Chapter 11 cases for which it is necessary and/or appropriate for the Committee to rely on counsel other than LNBYB or K&L, whether by reason of potential conflict of interests concerns or otherwise. S&P's standard hourly billing rates are: Jeffrey Sylvester, Esq. $450 Donald T. Polednak, Esq. $450 Allyson R. Noto, Esq. $400 Kelly Schmitt, Esq. $300 Matthew T. Kneeland, Esq. $300 Jeffrey Sylvester, Esq., a partner in the law firm of Sylvester & Polednak, attests that S&P is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The counsel can be reached through: Jeffrey Sylvester, Esq. Sylvester & Polednak Ltd. 1731 Village Center Cir # 120 Las Vegas, NV 89134, USA Tel: 702-952-5200 Fax: 702-952-5205 About Lucky Dragon LP and Lucky Dragon Hotel & Casino Lucky Dragon, LP, owns the real estate and improvements of the Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las Vegas, Nevada, and employs 68 full-time and 30 part-time people. Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and Casino. The Lucky Dragon Hotel & Casino, LLC, commenced its Chapter 11 case by filing a voluntary petition (Bankr. D. Nev. Case No. 18-10792) on Feb. 16, 2018. The Lucky Dragon, LP, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-10850) on Feb. 21, 2018. The cases are jointly administered under Lucky Dragon Hotel & Casino's Case No. 18-10792. In the petition signed by Andrew S. Fonfa, managing member of Eastern Investments, LLC, Lucky Dragon estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. Judge Laurel E. Davis presides over the cases. The Debtors employed Schwartz Flansburg PLLC as their legal lead counsel; Mushkin Cica Coppedge as conflicts counsel; Innovation Capital, LLC as financial advisor; and Prime Clerk, LLC, as their claims and noticing agent. The Official Committee of Unsecured Creditors retained Levene, Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel; Armstrong Teasdale LLP as co-counsel; and Kolesar & Leatham, as Nevada co-counsel. LUXENT INC: Taps Ringstad & Sanders as Legal Counsel ---------------------------------------------------- Luxent Inc. received approval from the U.S. Bankruptcy Court for the Central District of California to hire Ringstad & Sanders LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; 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 Ringstad, Esq. $650 Nanette Sanders, Esq. $650 Christopher Minier, Esq. $450 Brian Nelson, Esq. $375 Becky Metzner $195 The Debtor provided the firm pre-bankruptcy retainers totaling $55,000. Todd Ringstad, Esq., a partner at Ringstad, disclosed in a court filing that the firm and its professionals do not hold any interest adverse to the Debtor's estate, creditors and equity security holders. The firm can be reached through: Todd C. Ringstad, Esq. Brian R. M. Nelson, Esq. Ringstad & Sanders LLP 4343 Von Karman Avenue, Suite 300 Newport Beach, CA 92660 Telephone: 949-851-7450 Facsimile: 949-851-6926 Email: todd@ringstadlaw.com Email: brian@ringstadlaw.com About Luxent Inc. Luxent Inc., based in Aliso Viejo, is a privately-held company that provides computer systems design and related services. Luxent sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-11116) on March 30, 2018. In the petition signed by Vivian Keena, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Catherine E. Bauer presides over the case. MAY ARTS: Treatment of CCB Secured Claim Modified in Latest Plan ---------------------------------------------------------------- May Arts, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a first amended disclosure statement describing their first amended plan of reorganization dated May 15, 2018. In this filing, the Debtor provides a summary of their post-petition financial performance. The treatment of Connecticut Community Bank, N.A.'s claim in Class 3 has also been modified. The Class 3 Claim is secured by the Debtor's inventory and equipment. The collateral securing the Class 3 Claim is valued at $367,000 and represents the amount of the Class 3 Secured Claim. The Class 3 Secured Claim will be paid out based upon a 10-year principal amortization with interest accruing at 4% per annum. A balloon payment of all remaining principal on the Allowed Class 3 Secured Claim will be due on the 5th anniversary of the Effective Date. Class 3 will retain its lien position until the Class 3 secured claim is paid. Any deficiency claims will be treated in Class 1. The Debtor estimates the value of the collateral securing the Class 3 claim is $367,000. The Debtor had internally valued the Class 3 Secured Claim at $200,000. The Class 3 creditor obtained a valuation of the inventory at $237,000 and of the receivables at $130,000. The Debtor has agreed to this valuation based upon the Class 3 creditor's agreement to support the Plan and vote in favor of the Plan in Classes 1 and 3. Therefore, the Debtor submits the secured claim of Connecticut Community Bank, N.A. d/b/a the Greenwich Bank & Trust Company is approximately $367,000 leaving a deficiency unsecured claim of Connecticut Community Bank, N.A. of approximately $1,783,000. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-16869-126.pdf A copy of the First Amended Plan is available at: http://bankrupt.com/misc/paeb17-16869-125.pdf About May Arts Founded in 1980's in Riverside, Connecticut, May Arts LLC, formerly known as Compass Designs, LLC -- -- https://www.mayarts.com/ -- is a family-owned supplier of ribbons, serving a wide variety of merchants from large retail outlets to home-based business. May Arts carries a wide selection of ribbons to choose from, like sheer, satin, grosgrain, and silk in a variety of prints and patterns. The Company has over 5,000 ribbon variations in stock in its warehouse facility in Stamford, Connecticut. May Arts serves a wide range of industries, including: craft & hobby, scrapbooking, paper crafts, card making, stationery, gift wrapping & packaging, fashion & apparel, jewelry, home decor & interior design, floral, confectionery (chocolates), wedding & party decoration, quilting, craft sewing & doll making and mixed media. May Arts filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 17-16869) on Oct. 9, 2017, estimating their assets and liabilities at between $1 million and $10 million each. The petition was signed by Joseph S. Duffey, president. Judge Eric L. Frank presides over the case. Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy counsel. MD CUSTOMS: Knight Spartan to Get $6,000 Per Month for 1 Year at 5% ------------------------------------------------------------------- MD Customs, LLC, filed a combined plan of reorganization and disclosure statement proposing to pay secured creditor Knight Spartan Fund $6,000 monthly payments for one year at 5% per annum. The Debtor has no general unsecured creditor. The Debtor depended on rents received. Several renters did not pay as promised and left the Debtor short on mortgage payments due. The Debtor says it has evicted those non-paying renters and replaced them and is now able to pay adequate protection payments until the property is sold. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb18-53868-18.pdf 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. Milton Jones serves as the Debtor's attorney. No official committee of unsecured creditors has been appointed in the Chapter 11 case of MD Customs, LLC as of April 11, according to a court docket. MELINTA THERAPEUTICS: Raises $123.2M in Underwritten Offering ------------------------------------------------------------- Melinta Therapeutics, Inc., has closed an underwritten public offering of 22,000,000 shares of its common stock at $5.00 per share. The size of the offering was upsized from $75,000,000 to $110,000,000. In addition, the underwriters have exercised in full their option purchase an additional 2,640,000 shares. The offering, including the sale of the additional shares, closed on May 29, 2018. Gross proceeds from the offering were $123,200,000, before deducting underwriting discounts and commissions and expenses paid. Melinta intends to use the net proceeds from the proposed sale of its shares of common stock for general corporate purposes, including to invest in its portfolio of antibiotics, including potential expansion of its field sales force to drive growth; invest in its supply chain to optimize manufacturing processes and improve cost of goods; fund future milestone obligations primarily related to receipt of approval of Vabomere (meropenem and vaborbactam) for European commercialization and payments to The Medicines Company as part of the infectious disease business acquisition; capitalize on potential business development opportunities; and fund working capital. J.P. Morgan and Jefferies acted as joint bookrunners for the offering. Cantor Fitzgerald & Co. acted as lead manager for the offering. The shares wer offered pursuant to an effective registration statement (including a prospectus) filed with the Securities and Exchange Commission (SEC). About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- www.melinta.com -- is a pure-play antibiotics company, dedicated to saving lives threatened by the global public health crisis of bacterial infections through the development and commercialization of novel antibiotics that provide new therapeutic solutions. Its four marketed products include Baxdela (delafloxacin), Vabomere (meropenem and vaborbactam), Orbactiv (oritavancin), and Minocin (minocycline) for Injection. It also has an extensive pipeline of preclinical and clinical-stage products representing many important classes of antibiotics, each targeted at a different segment of the anti-infective market. Together, this portfolio provides Melinta with the unique ability to provide providers and patients with a range of solutions that can meet the tremendous need for novel antibiotics treating serious infections. Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company's recurring losses from operations and their need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016 and a net loss available to common shareholders of $94.92 million in 2015. As of March 31, 2018, Melinta had $448.74 million in total assets, $248.9 million in total liabilities and $199.83 million in total shareholders' equity. NATIONAL MANAGEMENT: Watchdog to Appoint Chapter 11 Trustee ----------------------------------------------------------- The Hon. Michael B. Kaplan of the United States Bankruptcy Court for the District of New Jersey, upon the motion of National Management And Preservation Services LLC, has converted the Debtor's case from chapter 7 to chapter 11, and directed the United State Trustee to immediately appoint a chapter 11 trustee in this case. The Petitioning Creditors' Motion to appoint an interim chapter 7 trustee is moot by virtue of the Debtor's consent to entry of an order for relief under chapter 7 and for conversion of the case to a chapter 11. Counsel for National Management and Preservation Services LLC: Brian L. Baker, Esq. RAVIN GREENBERG, LLC 24 Commerce Street, Suite 420 Newark New Jersey 07102 Tel: (973) 226-1500 Email: bbaker@ravingreenberg.com -- and -- Chad Brian Friedman, Esq. RAVIN GREENBERG, LLC 24 Commerce Street Newark, NJ 07102 Tel: 973-226-1500 Email: cfriedman@ravingreenberg.com Petitioning creditors Garden State Property Services, Inc., The Cole Team, Inc., and Eleuteria Sandra Hering filed a Chapter 7 petition against National Management and Preservation Services LLC filed a Chapter 7 petition (Bankr. D.N.J., Case No. 18-16859) on April 6, 2018. The Chapter 7 case was converted to a case under Chapter 11 of the Bankruptcy Code on April 25, 2018. Based in Red Bank, New Jersey, National Management -- http://www.nationalfieldnetwork.com/-- provides management services on a contract or fee basis. The Debtor is represented by Brian L. Baker, Esq., and Chad Brian Friedman, Esq., at Ravin Greenberg, LLC, in Newark, New Jersey. The Petitioning Creditors are represented by: David E. Shaver, Esq. Broege, Neumann, Fischer & Shaver 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Email: dshaver@bnfsbankruptcy.com NAUTILUS POWER: S&P Affirms 'B+' Rating on Sec. Term Loan Facility ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' rating on Nautilus Power LLC's senior secured term loan facility due 2024 and $75 million senior secured revolving credit facility due 2022. The '2' recovery rating is unchanged, indicating that lenders can expect to realize 70%-90% (rounded estimate: 70%) of principal if a default occurs. The outlook is stable. S&P said, "The rating affirmation on Nautilus Power stems from our improved expectations for the project's gross margin over the medium term largely driven by better-than-expected forward spark spreads in the Pennsylvania, Jersey, and Maryland (PJM) market and higher than expected cleared capacity prices. EMAAC regional capacity prices for 2021/2022 cleared at $165.73/megawatt (MW)-day, higher than our previous expectation of $150/MW-day. We continue to forecast 2022/2023 capacity delivery year and beyond at around $150/MW-day. "The stable outlook reflects our view that DSCRs will remain largely stable throughout our forecast period. We expect the plants to perform well operationally and maintain high availability in order to collect capacity payments. We expect a minimum DSCR of 1.3x in 2030 during the post-refinancing phase of this project. "We would lower the rating if DSCRs decline below 1.1x in any year during our forecast period. This could stem from operational problems at the plants or continued weaker-than-expected financial performance (more likely as a result of low energy margins from declining demand) or lower-than-expected capacity prices. "While not likely at this time, we could raise the rating if the project witnesses much stronger-than-expected financial performance, which would come only from improved market conditions, likely leading to strong debt pay down under the cash flow sweep. DSCRs would need to be consistently above 1.5x, including in the post-refinancing period with stable operational performance at the plants." NIGHTHAWK ENERGY: Taps Greenberg Traurig LLP as Counsel ------------------------------------------------------- Nighthawk Royalties LLC and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to hire the law firm of Greenberg Traurig, LLP, as counsel to the Debtors. Professional services that Greenberg Traurig will render are: a. provide legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their property; b. negotiate, draft, and pursue all documentation necessary in these Chapter 11 Cases; c. prepare on behalf of the Debtors applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; d. appear in Court and protecting the interests of the Debtors before the Court; e. assist with any disposition of the Debtors' assets, by sale or otherwise; f. negotiate and take all necessary or appropriate actions in connection with a plan or plans of reorganization and all related documents and transactions; g. attend meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; h. provide legal advice regarding bankruptcy law, corporate law, corporate governance, securities, employment, transactional, tax, labor, litigation, intellectual property and other issues to the Debtors in connection with the Debtors' ongoing business operations; i. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; and j. perform other legal services for, and providing other necessary legal advice to, the Debtors, which may be necessary and proper in these Chapter 11 Cases. Mark D. Bloom, shareholder at the law firm of Greenberg Traurig, LLP, attests that his firm does not hold or represent any interest adverse to the Debtors or their chapter 11 estates, their creditors, or any other party-in-interest in connection with these Chapter 11 Cases, and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. Greenberg Traurig has agreed for this matter that no attorney will charge an hourly rate more than $945. Greenberg Traurig's current customary hourly rates for legal assistants and paralegals ranage from $170 to $350. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mark D. Bloom disclosed that: -- Greenberg Traurig has agreed for this matter that no attorney will charge an hourly rate that exceeds the attorney's customary hourly rate or that is greater than $945; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the material financial terms for the prepetition engagement remained the same; Greenberg Traurig's customary houryly rates are expected to increase at the beginning of 2019; and -- the Debtors and Greenberg Traurig expect to develop a prospective budget and staffing plan. The counsel can be reached through: Mark D. Bloom, Esq. Greenberg Traurig, LLP 333 SE 2nd Avenue, Suite 4400 Miami, FL 33131 Tel: +1 305-579-0500 Fax: +1 305-579-0717 About Nighthawk Royalties Nighthawk Royalties LLC -- http://www.nighthawkenergy.com-- is an independent oil and natural gas company operating in the Denver-Julesburg Basin of Colorado, USA. The company and its affiliates are the direct and ultimate parent entities of non-debtors Nighthawk Production LLC and OilQuest USA, LLC. The sole or primary operating entity of the Debtors is Nighthawk Production, an oil and exploration company which is organized under Delaware law and based in Denver, Colorado. Production's principal business activity is the exploration for, and the development and sale of, hydrocarbons, operating solely in Colorado where it holds interests in over 150,000 net mineral acres in and around Lincoln County. Nighthawk's common shares are publicly listed on the London Stock Exchange (LSE:HAWK). Nighthawk Royalties LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10989) on April 30, 2018. In the petitions signed by Rick McCullough, president, Nighthawk Royalties disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Nighthawk Energy estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Greenberg Traurig, LLP as their legal counsel; and SSG Advisors, LLC, as investment banker. NIGHTHAWK ENERGY: Taps SSG Advisors LLC as Investment Banker ------------------------------------------------------------ Nighthawk Royalties LLC and its debtor-affiliates seek authority from the United States Bankruptcy Court for the District of Delaware to hire SSG Advisors, LLC, as investment banker to the Debtors. Services to be rendered by SSG are: a. advise and assist on all aspects of a Sale Transaction; b. assist the Debtors in developing a list of suitable potential buyers; c. assist the Debtors in compiling a data room in connection with a Sale or Financing; d. coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; e. solicit competitive offers from potential buyers; f. assist the Debtors in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; g. advise on all aspects of the Financing; and h. approach and negotiate with potential financing sources; i. assist the Debtors in negotiating with existing stakeholders regarding a potential Restructuring. SSG's compensation are: a. Monthly Fees. Monthly fees of $25,000 per month payable on the 20th day of each month beginning Feb. 20, 2018. b. Success Fee: * Sale Fee. Upon the consummation of a Sale Transaction to any party, SSG shall be entitled to a fee, payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Sale Transaction, equal to the greater of (a) $400,000 or (b) 3.0% of Total Consideration. * Restructuring Fee. Upon the closing of a Restructuring Transaction, SSG shall be entitled to a fee payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Restructuring Transaction equal to $450,000. * Financing Fee. Upon the closing of a Financing Transaction to any party, other than as set forth below, SSG will be entitled to a fee payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Financing Transaction equal to the greater of (a) $400,000 or (b)(i) 2.0% of any Senior Debt, plus (ii) 4.0% of any Tranche B, Traditional Subordinated Debt, plus (iii) 6.0% of Equity or Equity raised regardless of whether the Company chose to draw down the full amount of the Financing. J. Scott Victor, managing director of SSG Advisors, attests that SSG is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors’ estates. The firm can be reached at: J. Scott Victor SSG Advisors, LLC Five Tower Bridge, Suite 420 300 Barr Harbor Drive, West Conshohocken, PA 19428 Tel: (610) 940-1094 Fax: (610) 940-3875 About Nighthawk Royalties Nighthawk Royalties LLC -- http://www.nighthawkenergy.com/-- is an independent oil and natural gas company operating in the Denver-Julesburg Basin of Colorado, USA. The company and its affiliates are the direct and ultimate parent entities of non-debtors Nighthawk Production LLC and OilQuest USA, LLC. The sole or primary operating entity of the Debtors is Nighthawk Production, an oil and exploration company which is organized under Delaware law and based in Denver, Colorado. Production's principal business activity is the exploration for, and the development and sale of, hydrocarbons, operating solely in Colorado where it holds interests in over 150,000 net mineral acres in and around Lincoln County. Nighthawk's common shares are publicly listed on the London Stock Exchange (LSE:HAWK). Nighthawk Royalties LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10989) on April 30, 2018. In the petitions signed by Rick McCullough, president, Nighthawk Royalties disclosed that it had estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Nighthawk Energy estimated assets of less than $500,000 and liabilities of $10 million to $50 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Greenberg Traurig, LLP as their legal counsel; and SSG Advisors, LLC, as investment banker. NORBORD INC: DBRS Confirms 'BB' Issuer Rating --------------------------------------------- DBRS Limited changed the trend on the Issuer Rating and the Senior Secured Notes rating of Norbord Inc. to Positive from Stable and confirmed the Company's Issuer Rating at BB. The recovery rating remains unchanged at RR3, and therefore, DBRS also confirmed Norbord's Senior Secured Notes rating at BB. The trend change reflects DBRS's expectation that Norbord's very strong financial profile, resulting from an extremely strong operating performance achieved in 2017 and Q1 2018, is likely to persist in the near term as a result of the favorable oriented strand board (OSB) market outlook in North America and Europe as well as the continued progress made by Norbord toward growing its Specialty product lines, which are not directly correlated with commodity OSB and OSB-linked product markets and pricing. The ratings remain supported by Norbord's leadership position in its key North American and Western European markets, its low-cost operations and its broad operating footprint in its key markets. Despite some progress made toward diversifying its operations, the Company remains substantially exposed to the volatile wood panel end markets, especially for commodity OSB and OSB-linked product lines. A stronger OSB pricing environment in North America and Europe, coupled with capacity utilization well over 90% and continued cost reduction progress, has driven a sound improvement in the Company's profitability despite the impact of rising resin costs and higher expenses for ramping-up operations. The EBITDA margin rose to 32% in the last 12 months ended Q1 2018 period versus 21% in F2016. Shipments continued to trend steadily upward. As a result of these dynamics, EBITDA rose to $735 million (DBRS calculation) in the period, almost double the F2016 level, which, in turn, bolstered cash flows from operations to $576 million compared with $316 million in F2016 and $43 million in F2015. The substantial liquidity generated from operations over the last two years enabled Norbord to steadily increase its dividend to CAD 0.60 per share, matching the per-share payout amount in 2014 before the merger with Ainsworth Lumber Co. Ltd., which resulted in a material increase in debt and a reduction in the dividend. Debt levels have remained flat over the prior year, consistent with the Company's pledge that the $200 million note redemption in February 2017 was a permanent deleveraging. While Norbord's financial profile has strengthened in the last 12 months, its ratings remain constrained due to its exposure to cyclical/volatile end markets. As per DBRS's methodology for Rating Companies in the Forest Products Industry, given that forest products are among the more volatile industries, the weighting of the financial profile versus the business risk profile is even less than in other sectors. That said, although demand and supply shocks are always a concern in wood panel markets, DBRS feels that visibility on near-term conditions suggests that markets are likely to remain tight, at least well into 2019. The Company's business risk profile is benefiting from its strategy of increasing the proportion of Specialty products in its mix by providing some diversification benefits and reducing relative exposure to construction/housing activity. While increasing production of products targeting, for example, furniture manufacturing and engineered packaging markets (which have different underlying economic drivers) is a positive development, these product segments are affected by the volatility of the business cycle. While exposure to a volatile end market is a hallmark of Norbord's primary business line, current conditions are very strong, and given projected demand, the materially reduced supply overhang in North America and the dearth of any material new supply in Europe, the tight market conditions are likely to continue in the near term. Should the market environment remain well supported as expected, and should the Company remain committed to expanding its specialty product business, DBRS will likely upgrade the rating over the next six to 12 months. However, should a severe downturn set in, driven by unsustainably high new capacity additions that could be a harbinger of persistent market weakness for a period of years, DBRS would likely remove the Positive trend and may consider a negative rating action. NORTHERN OIL: S&P Raises Corp. Credit Rating to 'B-', Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'B-' from 'SD'. The outlook is negative. S&P said, "At the same time, we raised our issue-level rating on the company's unsecured debt to 'CCC+' from 'D'. The recovery rating is '5', indicating our expectation of modest (10%-30%; rounded estimate: 20%) recovery in the event of payment default." The upgrade follows the completion of the company's debt exchange, which included about $500 million in unsecured debt in exchange for about $344 million in second-lien secured notes and $155 million in equity. The reduction in debt along with increases in commodity prices has led to a significant improvement in the company's leverage position. Additionally, the company raised $145 million in proceeds through the sale of common stock and a draw of $60 million on its delayed-draw term loan. Although leverage has improved, the company must reduce maturities on its unsecured notes to under $30 million by 2020 as per the requirements of its first-lien term loan and second-lien secured notes. S&P said, "The negative outlook is based on our view that the company will face a default scenario if it does not reduce outstanding principal on its unsecured notes to $30 million by 2020, as required by the first-lien term loan and second-lien secured notes. Additionally, we believe the company's liquidity could deteriorate should it draw down available cash more than anticipated. "We would consider a downgrade if over the next 12 months the company's leverage weakens to levels we would consider unsustainable or liquidity deteriorates such that it is unable to meet its obligations. Such a scenario would likely occur if Northern significantly outspends internally generated cash flow or if commodity prices decline significantly. Additionally, we could downgrade the company if it does not reduce its unsecured outstanding principal to $30 million, as required by terms under the first-lien term loan and second-lien secured notes. "We could revise the outlook to stable outlook should the company successfully reduce the outstanding principal on its 2020 unsecured notes to $30 million or less while maintaining sustainable leverage and liquidity sufficient to meet its obligations." ORACLE OIL: June 6 Plan Confirmation Hearing -------------------------------------------- Oracle Oil, LLC, sought and obtained approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana of the amended disclosure statement explaining its amended Chapter 11 Plan. A hearing on confirmation of the Amended Plan will be held on June 6, 2018, at 9:00 a.m. Written objections to the confirmation of the Amended Plan must be filed on May 30. About Oracle Oil LLC Oracle Oil, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12391) on Sept. 6, 2017. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Elizabeth W. Magner presides over the case. The Debtor hired The Derbes Law Firm, LLC, as counsel, and Timothy C. Ellender, Jr., APLC, as special counsel. PITTSBURGH ATHLETIC: Wins Confirmation of Full-Payment Plan ----------------------------------------------------------- Patricia Sabatini, writing for Pittsburgh Post-Gazette, reports that U.S. Bankruptcy Court Judge Jeffery A. Deller confirmed Pittsburgh Athletic Association's Chapter 11 exit plan following a two-hour hearing in Pittsburgh on Wednesday. The order clears the way for the club to emerge from bankruptcy exactly one year after filing for Chapter 11 protection, the report says. The reorganization plan calls for repaying all creditors in full. If all goes as planned, more than 100 individual creditors owed roughly $9 million should start receiving their payments within the next 60 days, the club's bankruptcy attorney, Jordan Blask of Tucker Arensberg, said, according to the report. The report notes that the cornerstone of the reorganization is the sale of the PAA's 107-year-old, six-story building on Fifth Avenue to developer Walnut Capital for about $12.6 million, which is expected to be completed shortly. The firm plans to redevelop the structure into restaurants and office space, while setting aside refurbished space for PAA activities. The work is expected to take 18 to 24 months, putting occupancy somewhere around the beginning to middle of 2020. According to the report, a small group of PAA members withdrew their objection to the Plan after a developer they were pushing to replace Walnut Capital -- McKnight Realty Partners -- withdrew its offer to buy the building. About Pittsburgh Athletic Association Pittsburgh Athletic is a private social club and athletic club in Pittsburgh, Pennsylvania, USA. Its clubhouse is listed on the National Register of Historic Places. Pittsburgh Athletic is a nonprofit membership club chartered in 1908. It ran into financial difficulties and had its liquor license temporarily suspended for not paying Allegheny County drink taxes. Affiliated debtors Pittsburgh Athletic Association (Bankr. W.D. Pa. Case No. 17-22222) and Pittsburgh Athletic Association Land Company (Bankr. W.D. Pa. Case No. 17-22223) filed for Chapter 11 bankruptcy protection on May 30, 2017. The Debtors each estimated their assets and liabilities at between $1 million and $10 million each. The petitions were signed by James A. Sheehan, president. Judge Jeffery A. Deller presides over the case. Jordan S. Blask, Esq., at Tucker Arensberg, P.C., serves as the Debtors' bankruptcy counsel. Gleason & Associates, P.C., is the Debtors' financial advisor. Holliday Fenoglio Fowler, L.P., is the Debtors' real estate advisors. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee hired Leech Tishman Fuscaldo & Lampl, LLC, as counsel. PLASTIC2OIL INC: Richard Heddle Has 5.1% Stake as of April 2 ------------------------------------------------------------ Richard W. Heddle disclosed in a Schedule 13G filed with the Securities and Exchange Commission that he beneficially owns 7,000,000 shares of common stock of Plastic2Oil, Inc., which represents 5.1 percent based upon 124,756,158 shares of the Issuer's common stock outstanding as of April 2, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed on April 2, 2018. That amount includes one million shares of Plastic2Oil's common stock issuable upon exercise of a warrant held by Heddle Marine Inc., a company controlled by Mr. Heddle. A full-text copy of the regulatory filing is available for free at: https://is.gd/badtKq About Plastic2Oil Plastic2Oil, Inc. is an innovative North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's patent-pending Plastic2Oil (P2O) is a proprietary, commercially viable, and scalable process designed to provide immediate economic benefit for industry, communities, and government organizations faced with waste plastic recycling challenges. Platic2Oil incurred a net loss of $1.47 million in 2017 and a net loss of $5.70 million in 2016. As of Dec. 31, 2017, Plastic2Oil had $1.82 million in total assets, $13.96 million in total liabilities and a total stockholders' deficit of $12.14 million. In their report dated April 2, 2018 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2017, D. Brooks and Associates CPA's, P.A., in Palm Beach Gardens, Florida, the Company's independent registered public accounting firm since 2014, expressed substantial doubt about the Company's ability to continue as a going concern. The auditors stated that the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. POINTE SDMU: Taps Chillas Law Firm as Legal Counsel --------------------------------------------------- Pointe SDMU, LP, received approval from the U.S. Bankruptcy Court for the Southern District of California to hire The Chillas Law Firm as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Dayna Chillas, Esq., the attorney who will be handling the case, charges an hourly fee of $350. Paralegals and assistants charge $150 per hour. The firm received the sum of $1,000 from the Debtor prior to the petition date. Ms. Chillas disclosed in a court filing that her firm neither holds nor represents any interest adverse to the Debtor's estate, creditors and equity security holders. The firm can be reached through: Dayna C. Chillas, Esq. The Chillas Law Firm 3645 Ruffin Road, Suite 210 San Diego, CA 92123 Tel: 858-652-0250 Email: dayna.c@hotmail.com About Pointe SDMU LP Pointe SDMU, LP, is a privately held company whose principal assets are located at SE Corner of Sweetwater & Jamacha, County of San Diego, California. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No. 18-01343) on March 8, 2018. The petition was signed by Robert A. Gosness, CEO of general partner. The Debtor estimated liabilities at between $50 million and $100 million. The amount of its assets is yet unknown. Judge Christopher B. Latham presides over the case. Dayna C. Chillas, Esq., at The Chillas Law Firm, serves as the Debtor's bankruptcy counsel. PORT WASHINGTON: Hires Phillips, Artura & Cox as Attorney --------------------------------------------------------- Port Washington Holding Corp. seeks authority from the United States Bankruptcy Court for the Eastern District of New York to hire Phillips, Artura & Cox as Debtor's attorneys. Professional services PAC will render are: (a) provide legal advice with respect to the powers and duties of the Debtor-in-Possession in the continued management of the Debtor's property; (b) represent the Debtor before the Bankruptcy Court and at all hearings on matters pertaining to his affairs, as Debtor-in-Possession, including prosecuting and defending litigated matters that may arise during the Chapter 11 case; (c) advise and assist the Debtor in the preparation and negotiation with his creditors of a Plan of Reorganization; (d) prepare all necessary or desirable applications, answers, orders, reports, documents and other legal papers; and (e) perform all other legal services for the Debtor which may be desirable and necessary. PAC received a retain er in the amount of $10,000 plus the filing fee of $1,717. PAC's customary hourly rates are $400 for partners and $225 for paralegals. Richard F. Artura, Esq., principal at Phillips, Artura & Cox, attests that PAC does not hold or represent any interest adverse to the Debtor or his bankruptcy estate and is a disinterested person under Section 101 of the Bankruptcy Code. The counsel can be reached through: Richard F. Artura, Esq. Phillips, Artura & Cox 165 South Wellwood Avenue Lindenhurst, NY 11757 Phone: (631) 226-2100 Fax: (631) 226-2160 Email: Rartura@pwqlaw.com About Port Washington Holding Corp. Based in Syosset, New York, Port Washington Holding Corp. listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Port Washington Holding filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-72944) on April 30, 2018. In the petition signed by Anupam Sharma, president, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Louis A. Scarcella. Richard F. Artura, Esq., at Phillips, Artura & Cox, is the Debtor's counsel. PROFESSIONAL RESOURCE: Payment to Unsecured Creditors Raised to 25% ------------------------------------------------------------------- Professional Resource Network, Inc. and HomeCare Resource, LLC submit a small business joint amended disclosure statement for in connection with their joint amended plan, which now proposes to pay unsecured creditors 25% of their allowed claims on the Effective Date. The initial version of the plan proposed to pay unsecured creditors only 5% of their allowed claims. The Debtors will pay Administrative Expenses, in cash, upon Confirmation of the Joint Plan or upon such terms as may be agreed by the Debtors and the Administrative Claimants. The Debtors intend to make payments to unsecured creditors required under this Joint Plan be derived from the Debtors' current cash. In addition, Charie Devolites, the Owner of the Debtors, will make an equity contribution of $100,000 so as to permit the Debtors to make the payments as described to Unsecured Creditors. Subsequent to Court approval of the Joint Plan, the management of the Debtors will be provided by Ms. Charie Devolites. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-41577-154.pdf About Professional Resource Network Professional Resource Network, Inc. and HomeCare Resource, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-41577 and 17-41578) on May 25, 2017. Charie L. Devolites, chief executive officer, signed the petitions. Established in 2000, HomeCare Resource -- http://www.homecareresource.com/-- operated a home health care facility offering nursing care, physical therapy, occupational therapy, speech pathology, home health aide and medical social services. At the time of the filing, Professional Resource estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HomeCare Resource estimated assets of less than $50,000 and liabilities of less than $100,000. Judge Kathleen H. Sanberg presides over the cases. The Debtors are represented by Steven B. Nosek, Esq., and Yvonne R. Doose, Esq. QUALITY CARE: Falcon Edge Has 6% Stake as of May 17 --------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Quality Care Properties, Inc. as of May 17, 2018: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- Falcon Edge Capital, LP 5,637,754 6.0% Falcon Edge Global Master Fund, LP 3,666,354 3.9% Moraine Master Fund, LP 1,971,400 2.1% Richard Gerson 5,637,754 6.0% The percentages are calculated based upon an aggregate of 94,196,282 shares of Common Stock outstanding as of March 31, 2018 as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 filed on May 9, 2018. FEC is a Delaware limited partnership. FEG Master Fund is a Cayman Islands exempted limited partnership. Moraine Master Fund is a Cayman Islands exempted limited partnership. Mr. Gerson is a United States citizen. A full-text copy of the regulatory filing is available at: https://is.gd/0Z0PH1 About Quality Care Quality Care Properties, Inc., headquartered in Bethesda, Maryland -- http://www.qcpcorp.com/-- was formed in 2016 to hold the HCR ManorCare portfolio, 28 other healthcare related properties, a deferred rent obligation due from HCRMC under a master lease and an equity method investment in HCRMC previously held by HCP, Inc. Quality Care is a real estate company focused on post-acute/skilled nursing and memory care/assisted living properties. QCP's properties are located in 29 states and include 257 post-acute/skilled nursing properties, 61 memory care/assisted living properties, a surgical hospital and a medical office building. Quality Care reported a net loss and comprehensive loss of $443.5 million for the year ended Dec. 31, 2017, compared to net income and comprehensive income of $81.14 million for the year ended Dec. 31, 2016. As of March 31, 2018, Quality Care had $4.38 billion in total assets, $1.80 billion in total liabilities, $1.93 million in redeemable preferred stock, and $2.58 billion in total equity. * * * S&P Global Ratings lowered its corporate credit rating on Quality Care Properties to 'CCC' from 'B-'. "The downgrade reflects our view that QCP has limited covenant cushion and a heightened probability of breaching its DSC covenant as early as the first or second quarter of 2018 absent an amendment of its credit facilities, waiver by the lenders, or possible debt or company reorganization," as reported by the TCR on Dec. 20, 2017. In October 2017, Moody's Investors Service confirmed Quality Care's ratings, including its 'Caa1' corporate family rating following QCP's announcement that the REIT's work-out discussions with its struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are continuing. QUOTIENT LIMITED: Reports Q4 & Fiscal Year 2018 Financial Results ----------------------------------------------------------------- Quotient Limited reported continued progress on the commercialization of MosaiQ and financial results for its fourth quarter and fiscal year ended March 31, 2018. The Company also reported the appointment of Franz Walt to the position of chief executive officer. Mr. Walt has 30 years' experience in leadership roles at two of the largest and most influential global healthcare companies, Siemens Healthineers and Roche. Franz Walt, chief executive officer of Quotient said "In my capacity as full time CEO I am very pleased to report our progress with respect to European field trials for the initial blood grouping (IH) microarray which began earlier this month. The concordance phase of the field trial is ongoing. Based on our daily discordance analysis thus far we remain confident in the likely outcome of this phase of the trial and reaffirm our plan to report final concordance data in June. Mr. Walt added, "The MosaiQ platform has the potential to deliver substantial savings to our customers by providing 'walk away' automation and standardized testing workflows while affordably permitting the comprehensive characterization of all units of donated blood." MosaiQ Platform MosaiQ, Quotient's next-generation platform is designed to deliver fast, comprehensive antigen typing, antibody detection and disease screening results, using a single low volume sample in a high throughput automated format. MosaiQ represents a transformative and highly disruptive unified testing platform for transfusion diagnostics. Feasibility has also been demonstrated with respect to the detection of nucleic acids (DNA or RNA) using the MosaiQ platform. Through MosaiQ, Quotient expects to deliver substantial value to donor testing laboratories worldwide by providing affordable, routine comprehensive characterization and screening of blood products, on a single automated instrument platform designed to radically reduce labor costs and complexity associated with existing practice. Regulatory and Commercial Milestones * European Regulatory Approval - Quotient expects to file for European regulatory approvals for the Company's initial MosaiQ IH microarray in the second half of calendar 2018 and for the initial Serological Disease Screening (SDS) microarray in the first half of calender 2019 * European Commercialization - Quotient has already received invitations to participate in tenders once MosaiQ has obtained European approval for the initial IH microarray * IH Microarray Ongoing Development - Quotient plans for the expansion of the IH antigen testing menu during the second half of calendar 2018 * U.S. Field Trials - Quotient expects to commence U.S. field trials with the expanded antigen testing menu in the first half of calendar 2019 * U.S. Regulatory Approval - Quotient expects to file for U.S. and European regulatory approval for the expanded IH microarray in the second half of calendar 2019 Franz Walt commented, "Having achieved the milestone of starting the European field trial and based on everything we have learned so far, we have slightly modified our time lines for the completion of our second blood typing microarray which is planned to include antibodies for the detection of up to an additional 13 clinically significant antigens. This microarray will be the product that we expect to take into U.S. field trials in the first half of 2019." Fiscal Fourth Quarter and Full Year Financial Results "The conventional reagent business generated record results in terms of revenue and profitability during fiscal 2018, with product revenues growing 18.8% year-over-year," said Franz Walt. "Quotient generated gross profit of 58.7% and 930 basis points of gross margin improvement on product sales during the fourth quarter of fiscal 2018. We are targeting a continuation of solid growth and profitability for this business in the coming fiscal year." Capital expenditures totaled $21.6 million in fiscal 2018 ("FY18"), compared with $20.2 million in fiscal 2017 ("FY17"), reflecting continued investment in the Eysins, Switzerland manufacturing facility and manufacturing equipment for MosaiQ consumables, along with expenditures related to the construction of the Company's new conventional reagent manufacturing facility near Edinburgh, Scotland. Quotient ended 4QFY18 with $25.8 million in cash and other short-term investments, $85.0 million of long-term debt and $5.0 million in an offsetting long term restricted cash reserve account. Quotient's near-term funding plans include the expected issuance of an additional $36 million aggregate principal amount of its 12% senior secured notes upon the publication of European field trial results for the MosaiQ IH microarray reflecting concordance with predicate technologies of at least 99% for antigen typing and 95% for antibody detection and up to $49 million from the exercise of warrants issued in October 2017 with an exercise price of $5.80 per share. Outlook for the Fiscal Year Ending March 31, 2019 * Total product sales in the range of $25 to $26 million compared to product sales in FY18 of $23.9 million. Other revenue (product development fees) of approximately $1.5 million are also expected to be earned during the year. Forecast other revenue assumes the receipt of milestone payments contingent upon achievement of regulatory approval for certain products under development. The receipt of these milestone payments involves risks and uncertainties * Operating loss in the range of $50 to $60 million including non-cash charges for depreciation, amortization and stock compensation totaling approximately $15 million. * Capital expenditures in the range of $5 to $10 million. Product sales in the first quarter of fiscal 2019 ("FY19") are expected to be within the range of $6.7 to $7.3 million, compared with $6.2 million for the first quarter of FY18. Quarterly product sales can fluctuate depending upon the shipment cycles for red blood cell based products, which account for approximately two-thirds of current product sales. These products typically experience 13 shipment cycles per year, equating to three shipments of each product per quarter, except for one quarter per year when four shipments occur. The timing of shipment of bulk antisera products to OEM customers may also move revenues from quarter to quarter. Some seasonality in demand is also experienced around holiday periods in both Europe and the United States. As a result of these factors, Quotient expects to continue to see seasonality and quarter-to-quarter variations in product sales. The timing of product development fees included in other revenues is mostly dependent upon the achievement of pre-negotiated project milestones. The Company has incurred net losses from operations in each year since it commenced operations in 2007 and had an accumulated deficit of $275.6 million as of March 31, 2018. The Company expects to include disclosure within its Annual Form 10-K in respect of certain conditions concerning the Company's overall liquidity position that raise substantial doubt about its ability to continue as a going concern, which the Company's auditors will also reference in their report on the Company's consolidated financial statements. A full-text copy of the press release is available for free at: https://is.gd/tA9V7w About Quotient Limited Penicuik, United Kingdom-based Quotient -- http://www.quotientbd.com/-- is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQ technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic platforms. The Company's operations are based in Eysins, Switzerland, Scotland and the U.S. Quotient Limited reported a net loss of US$85.06 million on US$22.22 million of total revenue for the year ended March 31, 2017, compared to a net loss of US$33.87 million on US$18.52 million of total revenue for the year ended March 31, 2016. As of Dec. 31, 2017, Quotient Limited had US$137.78 million in total assets, US$133.96 million in total liabilities and US$3.82 million in total shareholders' equity. Ernst & Young LLP, in Belfast, United Kingdom, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has recurring losses from operations and planned expenditure exceeding available funding that raise substantial doubt about its ability to continue as a going concern. REX ENERGY: U.S. Trustee Forms Four-Member Panel for R.E. Gas ------------------------------------------------------------- Andrew R. Vara, acting U.S. Trustee for Region 3, on May 29 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of R.E. Gas Development, LLC. The committee members are: (1) B.P. Energy Company 201 Helio Way Houston, TX 77079 Attn: Andrea Kunkel Tel: (713) 323-3735 E-mail: andrea.kunkel@bp.com (2) Mary Kerstetter 1135 Clauverwie Road Middleburgh, NY 12122 Tel: (814) 880-4126 E-mail: maryrockun_agadvisor@yahoo.com (3) Mark West Liberty Bluestone, LLC 1515 Arapahoe Street, Tower 1, Suite 1600 Denver, CO 80202 Attn: Gregory Floerke Tel: (303) 476-5680 Fax: (303) 925-9308 E-mail: Gregory.Floerke@markwest.com (4) BOKF, N.A. 1600 Broadway, 3rd Floor Denver, CO 80202 Attn: George Kubin, SVP – Regional Manager Tel: (303) 864-7206 E-mail: GKubin@bokf.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 Rex Energy Corporation Rex Energy Corporation -- http://www.rexenergy.com-- and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. The Debtors are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032) and its affiliates Rex Energy Corporation (Bankr. W.D. Pa. Case No. 18-22033), Rex Energy Operating Corp. (Bankr. W.D. Pa. Case No. 18-22034), and Rex Energy I, LLC (Bankr. W.D. Pa. Case No. 18-22035) filed for Chapter 11 bankruptcy protection on May 18, 2018. R.E. Gas Development is the lead case. The petition was signed by Thomas C. Stabley, president and chief executive officer. Judge Jeffery A. Deller presides over the case. James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S. Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J. Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. Perella Weinberg Partners serve as the Debtors' investment banker. FTI Consulting, Inc., is the Debtors' financial advisor. Prime Clerk LLC is the Debtors' claims and noticing agent. The Debtors listed total assets of $851,000,957, as of April 30, 2018, and total debts of $984,529,090, as of April 30, 2018. RMH FRANCHISE: Hires Prime Clerk LLC as Administrative Advisor -------------------------------------------------------------- RMH Franchise Holdings, Inc., and its affiliated debtors seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as administrative advisor. Services to be rendered by Prime Clerk are: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will charge these hourly rates: Analyst $35 - $55 Technology Consultant $35 - $95 Consultant/Senior Consultant $70 - $170 Director $175 - $195 COO/Executive VP No charge Solicitation Consultant $200 Director of Solicitation $220 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About RMH Franchise RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings 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 Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092), on May 8, 2018. In the petitions signed by Michael Muldoon, president. At the time of filing, RMH Franchise Holdings estimated assets and liabilities at $100 million to $500 million each. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are: NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Bankr. D. Del. Case No. 18-11094), RMH Franchise Corporation (Bankr. D. Del. Case No. 18-11095), and Contex Restaurants, Inc. (Bankr. D. Del. Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel, and Mastodon Ventures, Inc., is the restructuring advisor. RMH FRANCHISE: Taps Young Conaway Stargatt as Bankruptcy Counsel ---------------------------------------------------------------- RMH Franchise Holdings, Inc. and its affiliated debtors seek authority from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel for the Debtors. Young Conaway's 2018 standard hourly rates are: John Dorsey $875 M. Blake Cleary $815 Kenneth J. Enos $585 Robert F. Poppiti $565 Travis G. Buchanon $460 Tara C. Pakrouh $360 Jordan E. Sazant $300 Beth A. Olivere $255 Services that Young Conaway will render are: a. provide legal advice and services with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; b. provide substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of the Chapter 11 Cases; c. prepare and pursue confirmation of a plan and approval of a disclosure statement; d. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; e. appear in Court and protecting the interests of the Debtors before the Court; f. perform various services in connection with the administration of the Chapter 11 Cases, including, without limitation, (i) preparing agenda letters, certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings; (ii) monitoring the docket for filings on pending matters that need responses; (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated with the same; and (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of the Chapter 11 Cases; and g. performing all other services assigned by the Debtors to Young Conaway. M. Blake Cleary, partner in the firm of Young Conaway Stargatt & Taylor, LLP, attests that Young Conaway is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The counsel can be reached at: M. Blake Cleary, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1256 About RMH Franchise RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings 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 Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092), on May 8, 2018. In the petitions signed by Michael Muldoon, president. At the time of filing, RMH Franchise Holdings estimated assets and liabilities at $100 million to $500 million each. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are: NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Bankr. D. Del. Case No. 18-11094), RMH Franchise Corporation (Bankr. D. Del. Case No. 18-11095), and Contex Restaurants, Inc. (Bankr. D. Del. Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel, and Mastodon Ventures, Inc., is the restructuring advisor. ROSEGARDEN HEALTH: PUB, Union Seek Appointment of Trustee --------------------------------------------------------- People's United Bank, National Association, joined by Council 4, American Federation of State County and Municipal Employees ("Union"), asks the United States Bankruptcy Court for the District of Connecticut to appoint a chapter 11 trustee for the bankruptcy estate of Rosegarden Health and Rehabilitation Center LLC and Bridgeport Health Care Center, Inc. ("BHCC"). PUB relates that shortly before the Petition Date, the State of Connecticut, Department of Social Services commenced an action in the Superior Court to appoint a receiver for the Debtors' nursing home facilities. The action is captioned State of Connecticut, Department of Social Services v. Bridgeport Health Center, Inc. of Bridgeport CT, d/b/a Bridgeport Manor and Bridgeport Health Care Center, et al., Docket No. HHD-CV18-6092860-S. The Debtors did not consent to the Receivership Action and a hearing was set for April 19, 2018. The Debtors filed their petitions the evening before the hearing in the Receivership Action. The Debtors' petitions were filed by surprise. Neither PUB nor the State nor the Office of the U.S. Trustee was provided with prior notice. The State did not learn of the petitions until the morning of the hearing in the Receivership Action. PUB did not learn of the petitions until immediately before the receivership hearing. The petitions were not accompanied by any first day motions, including payroll, bank account, cash collateral, etc. Seven days after the Petition Date, the Debtors have still not filed any first day motions. The Debtors' local counsel did not file their appearance until the sixth day after the Petition Date. No retention application has been filed. Thus, the Debtors have apparently made no arrangements for the operation of their business and the administration of these cases in Chapter 11. The Debtors did not file any Schedules or Statements, as detailed in the Deficiency Notices docketed in each case. The Debtors did not file a matrix with the petitions, although one was subsequently filed. PUB holds a secured claim against BHCC in the amount of $7,003,403 (principal and interest through April 23, 2018) by virtue of, among other documents, a certain Amended and Restated Loan and Security Agreement, secured by a first priority security interest in all of the BHCC's assets. PUB holds a secured claim against Rosegarden in the amount of $749,083 (principal and interest through April 23, 2018) by virtue of, among other documents, a certain Commercial Revolving Loan and Security Agreement, secured by a first priority security interest in all of the Rosegarden's assets. PUB has received no payments from the Debtors since July of 2017. The Debtors are and have at all relevant times been under the management and control of Mr. Chaim Stern. Mr. Stern signed the petitions in his capacity of Chief Financial Officer. Mr. Stern also bears the titles of Chief Executive Officer and according to Medicaid Cost Reports, is an Assistant Nursing Home Administrator at both facilities operated by the Debtor for a combined annual salary of $257,744. Mr. Stern acted as fiduciary and administrator under the health insurance, life insurance and disability insurance plans provided to BHCC’s employees pursuant to a collective bargaining agreement. PUB relates that prior to the Petition Date, Mr. Stern engaged in dishonesty, incompetence and/or gross mismanagement of the Debtors' affairs. Prior to the Petition Date, the Department of Labor commenced an ERISA enforcement action against the BHCC, Mr. Stern and others captioned Thomas E. Perez, Secretary of Labor, United States Department of Labor v. Bridgeport Health Care Center, Inc., et al., Civil Action No: 3:16-cv-01519(AVC) in the U.S. District Court for the District of Connecticut (the "DOL Action"). In the DOL Action, the complaint alleges that Mr. Stern, as trustee and fiduciary of the BHCC's retirement plan, diverted plan assets in an undetermined amount to related individuals and entities through a series of funds transfers. The DOL Complaint further alleges that Mr. Stern, as plan trustee, transferred plan assets to a religious organization known as Em Kol Chai, of which Mr. Stern was at all relevant times the president and trustee -- whhich was characterized by Mr. Stern as a loan. Shockingly, the said loan to Em Kol Chai constitutes more than 75% of the plan assets and is unsecured. In a separate action, the BHCC and Mr. Stern are being sued for additional ERISA violations in a Civil Action captioned Local 1522 Of Council 4 v. Bridgeport Health Care Center, Inc., et al., Civil Action No. 3:15-CV-OI019-JCH in the U.S. District Court for the District of Connecticut (the "Union Action"). The Complaint in the Union Action alleges, among other things, that Mr. Stern failed to pay employees' payroll deduction for insurance, union dues, credit union loan payments and savings deposits, and that Mr. Stern diverted such amounts to unrelated uses. On April 21, 2016, Judge Hall entered a mandatory injunction requiring BHCC and Mr. Stern to fulfill certain specified fiduciary responsibilities. The Union contends that notwithstanding the entry of such order for injunctive relief, the BHCC and Mr. Stern has failed to keep adequate coverage in place, as evidenced by the refusal of various health providers for the Union's members to continue their provision of services. This appears to be the direct consequence of the failure of BHCC, which is self-insured, to compensate such providers for the services rendered to the Union's members. PUB asserts that Mr. Stern is incapable of responsible cash management. During the time the Debtors had deposit accounts at PUB, the Debtors frequently wrote checks on insufficient funds, including at times payroll checks. Additionally, based on records of the Debtors' former deposit accounts at PUB, Mr. Stern caused the Debtors to commingle residents' personal funds with non-trust funds. As a result, PUB believes the Debtors have failed to provide accurate individual itemized record of income and expenditures for each resident, including quarterly accountings, as required by Conn. Gen. Stat. Section 19a-551. Additionally, PUB believes the Debtors lack even the most basic accounting and financial controls. The Debtors are required to provide periodic financial reporting to PUB under the subject loan documents but the Debtors have failed to provide the required reports for over a year. PUB believes as long as Mr. Stern is involved with the management of the Debtors, the Debtors are and will continue to be incapable of providing the financial reporting required of a Chapter 11 debtor in possession. The Debtors lease their facilities from insider entities which are owned and/or controlled by Mr. Stern, in whole or in part. Pursuant to BHCC's lease, BHCC is required to pay all municipal taxes. Mr. Stern has caused BHCC's to default in their municipal tax obligations. The real estate is subject to municipal tax liens in the stated amount of $779,497. In addition, the real estate is subject to federal tax liens for taxes owed by BHCC in the stated amount of $2,486,425. The Debtors' liabilities exceed their assets on both a liquidation basis and a going concern basis. As result, the interests of the Debtors' equity security holders have a value of zero $0.00. PUB and the Union submit that cause exists to appoint a Chapter 11 trustee in this case due to the insufficiency of funding for Debtors' operations, as well as the current financial insecurity of the Debtors' facilities. Attorneys for People's United Bank: Scott D. Rosen, Esq. Cohn Birnbaum & Shea P.C. 100 Pearl Street, 12th Floor Hartford, CT 06103 Tel: 860-493-2200 Fax: 860-727-0361 Email: srosen@cbshealaw.com The Union is represented by Thomas J. Sansone, Esq. Carmody Torrance Sandak & Hennessey LLP 195 Church Street P.O. Box 1950 New Haven, CT 06509-1950 Telephone: (203) 777-5501 Fax: (203) 784-3199 E-mail: tsansone@carmodylaw.com About Bridgeport Health Care Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Visit http://bridgeporthealthcarecenter.comfor more information. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/ incontinence management, CPAP/BIPAP/ tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care Center Inc. and a related Debtor The Rosegarden Health and Rehabilitation Center LLC filed their Chapter 11 petitions (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively), on April 18, 2018. In the petitions signed by its chief financial officer, Chaim Stern, Bridgeport had estimated assets and liabilities of less than $50 million, and Rosegarden Health had estimated assets and liabilities less than $10 million. The Debtor is represented by Richard L. Campbell, Esq. at White and Williams LLP. The Hon. Julie A. Manning is the case judge. RUSSELL INVESTMENTS: Fitch Affirms 'BB' IDR & Sec. Debt Ratings --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' long-term Issuer Default Ratings (IDRs) and senior secured debt ratings assigned to Russell Investments Cayman Midco, Ltd., Russell Investments U.S. Institutional Holdco, Inc., and Russell Investments Retail Holdco, Inc. (collectively, Russell Investments). The Rating Outlook has been maintained at Negative. These rating actions follow Russell Investments' announced intention to increase its secured debt by $300 million. The incremental issuance is expected to be identical in terms of payment priority, maturity and interest rate to the existing $836.1 million of secured debt maturing in June 2023. Debt proceeds will be used for a one-time dividend distribution to Russell Investments' shareholders. KEY RATING DRIVERS IDRs AND SENIOR DEBT The affirmations reflect Fitch's view that, pro forma for the incremental debt issuance, Russell Investments' financial metrics would remain consistent with the assigned ratings. In particular, the increased leverage is counterbalanced by Russell Investments' improved EBITDA generation as a result of modest assets under management (AUM) growth and realized and expected cost synergies following Russell Investments' separation from the London Stock Exchange Group (LSEG) in 2016. The maintenance of the Negative Rating Outlook reflects a continued degree of uncertainty with respect to the future financial policies of the company, including its leverage appetite, which are heavily influenced by Russell Investments' private equity ownership. This transaction marks the second re-levering transaction in the past two years, which Fitch views as a continued trend of shareholder-friendly actions. Fitch calculates that Russell Investments' pro-forma cash flow leverage would be 3.8x for the trailing twelve months (TTM) ending first-quarter 2018 (1Q18), including the incremental $300 million of debt, $112.5 million of installment payments owed to LSEG, and additional run rate cost synergies of $56.9 million that are already actioned or identified and are expected to be realized in 2018. Leverage of this magnitude remains consistent with Fitch's 'bb' category quantitative leverage benchmark for traditional investment managers of 3.0x-5.0x. Prior to the transaction, Fitch-calculated cash flow leverage at TTM 1Q18 was 2.9x. Absent any cost synergies, leverage would be 4.6x pro forma for the transaction and 3.5x at TTM 1Q18 prior to the transaction. Fitch-calculated, pro-forma fixed-charge coverage including the $37.5 million installment payment and the 1% required amortization of term loan principal, both due in December 2018, was 2.9x at TTM 1Q18, which is viewed as weak relative to the assigned ratings. Pro-forma EBITDA coverage of interest expenses was 5.2x as of the same period. Prior to the transaction, Fitch-calculated fixed-charge coverage and interest coverage as of TTM 1Q18 were 3.6x and 7.0x, respectively. Absent any cost synergies, fixed-charge coverage would be 2.4x pro forma for the transaction and 3.0x at TTM 1Q18 prior to the transaction. Weaker leverage, interest coverage and fixed-charge coverage increase the sensitivity of the ratings to future declines in AUM, fee rates and EBITDA. Fitch-calculated gross EBTIDA margins are expected to be in the low-30% range (34.2% at TTM 1Q18) over the next several years, which is weaker than more highly rated peers, but is at the low-end of Fitch's 'a' category quantitative benchmark range. This compares favorably with EBITDA margins that have historically been in the low-20% range. EBITDA margins could improve depending on the extent to which Russell Investments is able to improve cost efficiencies through headcount reduction and system improvements and achieve scale efficiencies through AUM expansion. However, Fitch views margin improvements cautiously given an increased risk of changes in strategy given private equity ownership and the level of Russell Investments' historical margins relative to projections. Russell Investments' ratings remain supported by its strong franchise, AUM diversification across geographies and product sets, scalable business model, demonstrated track record of delivering strong fund performance relative to benchmarks, and margin expansion as a result of solid realization of cost synergies. Primary rating constraints include higher leverage, lower interest coverage, and lower margins relative to higher-rated peers, and a fully-secured wholesale funding profile. Ratings are also constrained by the sensitivity of the business model to changes in market conditions and investor appetite for actively managed investment products, limited operating history as a standalone entity and uncertainty surrounding financial and strategic objectives associated with Russell Investments' private equity ownership. At March 31, 2018, Russell Investments had $298.7 million of AUM, spread across single/multi-asset products and derivative overlay products offered to retail and institutional investors in the U.S., EMEA, APAC and Canada. The company derives revenues primarily from traditional investment management activities but also provides investment services (exposure management, transitions, etc.) and consulting services, which are moderate diversifiers of revenue. Russell Investments Cayman Midco, Ltd.'s long-term IDR is equalized with the IDRs assigned to debt-issuing entities Russell Investments U.S. Institutional Holdco, Inc. and Russell Investments Retail Holdco Inc. and reflects that all management fee streams flow into Russell Investments Cayman Midco, Ltd. and allow it to meet its guarantee obligations to its debt-issuing subsidiaries. The senior-secured debt is equalized with the IDRs of Russell Investments, reflecting Fitch's expectation of average recovery prospects for the instruments under a stress scenario. RATING SENSITIVITIES IDRs AND SENIOR DEBT Further deviations in Russell Investments' financial or operating strategies, such that leverage exceeds 4.0x, could lead to negative rating action. An inability to achieve sufficient cost synergies, driving a material decrease in EBITDA margins, a material decrease in fixed-charge coverage, or sustained material investment underperformance or AUM outflows could also lead to a downgrade. A revision of the Rating Outlook to Stable from Negative could be driven by a sustained track record of executing on financial and operating objectives including maintenance of leverage at or below 4.0x, and improvement of fixed-charge coverage to 4.5x or higher. Upward rating momentum is limited until the Negative Rating Outlook is resolved. Thereafter, ratings could be positively influenced by Fitch-calculated gross leverage approaching or below 3.0x, gross EBITDA margins steadily above 30%, an improvement in coverage, and favorable investment performance and asset flows. Additional positive drivers could include an improvement in diversity of funding as to include a meaningful amount of unsecured debt. The senior secured debt rating is primarily sensitive to changes in the long-term IDR of Russell Investments, and to a lesser extent, the recovery prospects of the instrument. Fitch has affirmed the following ratings: Russell Investments Cayman Midco, Ltd. (guarantor) -- Long-term IDR at 'BB'. Russell Investments U.S. Institutional Holdco, Inc. (co-borrower) Russell Investments U.S. Retail Holdco, Inc. (co-borrower) -- Long-term IDR at 'BB'; -- Senior-secured debt at 'BB'. The Rating Outlook is Negative. SAN FRANCISCO SHIP: Hires Tracy Law Group PLLC as Counsel --------------------------------------------------------- San Francisco Ship Repair, Inc., seeks authority from the United States Bankruptcy Court for the Western District of Washington to hire The Tracy Law Group PLLC as Chapter 11 counsel. The services to be performed by TTLG are: a. take all actions necessary to protect and preserve SFSR's bankruptcy estate, including the prosecution of actions on SFSR's behalf; undertake, in conjunction as appropriate with special litigation counsel, the defense of any action commenced against SFSR, negotiations concerning litigation in which SFSR is involved, objections to claims filed against SFSR in this bankruptcy case, and the compromise or settlement of claims; b. prepare the necessary applications, motions, memoranda, responses, complaints, answers, orders, notices, reports and other papers required from SFSR as debtor-in-possession in connection with administration of this case; c. negotiate with creditors concerning a Chapter 11 plan, to prepare a Chapter 11 plan and disclosure statement and related documents, and to take the steps necessary to confirm and implement the proposed plan of liquidation; d. provide such other legal advice or services as may be required in connection with the Chapter 11 case; Steven J. Reilly, Associate at The Tracy Law Group PLLC, attests that TTLG does not hold or represent any interest adverse to the estate and that TTLG is a disinterested person within 11 U.S.C. Sec. 101(14). The firm can be reached through: Steven J. Reilly, Esq. THE TRACY LAW GROUP PLLC 720 Olive Way Ste 1000 Seattle, WA 98101 Tel: 206-624-9894 Email: steven@thetracylawgroup.com About San Francisco Ship Repair San Francisco Ship Repair, Inc., was formerly engaged in the business of ship and boat building and repairing before it ceased operations in May, 2017. The Company's parent, Puglia Engineering Inc., sought bankruptcy protection on April 14, 2018 (Bankr. W.D. Wash. Case No. 18-41324). Based in Bellingham, Washington, San Francisco Ship Repair, Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-41350) on April 17, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $8.03 million in liabilities. The case is assigned to Judge Mary Jo Heston. Steven J. Reilly, Esq., at The Tracy Law Group PLLC, serves as counsel to the Debtor. SEARS HOLDINGS: ESL Partners Has 73.4% Stake as of May 25 --------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting entities disclosed beneficial ownership of shares of common stock of Sears Holdings Corporation as of May 25, 2018: Shares Percentage Beneficially of Reporting Persons Owned Shares ----------------- ------------ ---------- ESL Partners, L.P. 151,803,519 73.4% JPP II, LLC 60,946,706 36.1% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 152,146,984 73.6% ESL Investments, Inc. 152,146,984 73.6% JPP, LLC 41,836,663 27.9% Edward S. Lampert 152,146,984 73.6% On May 25, 2018, certain of the Reporting Persons delivered a letter to the Special Committee of the Board of Directors of Sears Holdings pursuant to which those Reporting Persons requested that the Special Committee permit them to engage with third parties, including those that can provide strategic and/or management experience, regarding a partnership in respect of the Proposal previously delivered by those Reporting Persons to the Board on April 20, 2018. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/pl4DJN About Sears Holdings Based in Hoffman Estates, Illinois, Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve its members. Sears Holdings is home to Shop Your Way, a social shopping platform offering members rewards for shopping at Sears and Kmart, as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with full-line and specialty retail stores across the United States. Sears Holdings reported a net loss of $383 million on $16.70 billion of total revenues for the year ended Feb. 3, 2018, compared to a net loss of $2.22 billion on $22.13 billion of total revenues for the year ended Jan. 28, 2017. As of Feb. 3, 2018, Sears Holdings had $7.26 billion in total assets, $10.98 billion in total liabilities and a total deficit of $3.72 billion. * * * As reported by the TCR on April 11, 2018, S&P Global Ratings raised its corporate credit rating on Sears Holdings Corp. to 'CCC-' from 'SD' and its short-term corporate credit rating on Sears Roebuck Acceptance Corp. to 'C' from 'SD'. The outlook is negative. S&P said, "The upgrade reflects our view that Sears has addressed most but not all of the 2018 maturities and will need to continue to raise capital as well as make further progress on reducing cash use and losses. The TCR reported on March 26, 2018, that Fitch Ratings upgraded Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is reflective of the post-DDE credit profile given ongoing restructuring concerns. In January 2018, Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'. Sears' 'Ca' rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending Oct. 28, 2017. SENTRIX PHARMACY: June 5 Disclosure Statement Hearing Set --------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing on June 5, 2018, at 10:00 a.m., to consider the adequacy of the disclosure statement explaining Sentrix Pharmacy and Discount, LLC's Plan. The Debtor proposes to distribute 20%, without interest, on the effective date to holders of Class 3 - Allowed General Unsecured Claims. The Debtor proposes to leave unaltered the legal and contractual obligations owed to RAM Capital Holdings, LLC, which has a secured claim. The Debtor also proposes to pay 10% of the allowed amount of the Class 2 Claims. Class 2 Claims consist of allowed claims of insurance carriers that have participated in litigation with the Debtor in the Department of Administrative Hearings in the State of Florida and/or State Office Administrative Hearings in Texas. The funds necessary for Class 1, 2, and 3, will be paid by Spencer Malkin, the Debtor's vice president, and/or the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-19073-269.pdf About Sentrix Pharmacy and Discount Sentrix Pharmacy and Discount, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-19073) on July 19, 2017. In the petition signed by Spencer Maklin, its vice president, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Raymond B. Ray presides over the case. Rappaport Osborne & Rappaport, PLLC, is the Debtor's bankruptcy counsel. Delle Fave Tarrasco & Co, CPA, LLP, is the Debtor's accountant; and Jason S. Mazer and Ver Ploeg & Lumpkin, P.A., is the insurance counsel. SHIRAZ HOLDINGS: Disclosure Statement Hearing Set for June 12 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on June 12, at 1:30 p.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Shiraz Holdings, LLC. The hearing will take place at Courtroom A, Flagler Waterview Building. Objections are due by June 5. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-17968-210.pdf About Shiraz Holdings Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. In the petition signed by Jordan A. Satary, managing member, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Paul G. Hyman, Jr., presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel to the Debtor. Fadi Elkhatib and Ten-X, LLC, serve as the Debtor's real estate broker. Ten-X, LLC, is the Debtor's auctioneer. SM ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B+ ---------------------------------------------------------- currency and local currency senior unsecured ratings on debt issued by SM Energy Company to B+ from B. SM Energy Company, formerly St. Mary Land & Exploration Company, is an American petroleum and natural gas exploration company organized in Delaware and headquartered in Denver, Colorado. SOLENIS INTERNATIONAL: Moody's Rates $1.45BB Secured Loans 'B2' --------------------------------------------------------------- Moody's Investors Service has assigned B2 ratings to Solenis International L.P.'s (B3 Corporate Family Rating, stable outlook) proposed $1.25 billion senior secured first-lien term loan due 2025 and $200 million senior secured revolving credit facility due 2023, as well as a Caa1 rating to the proposed $400 million senior secured second-lien term loan due 2026. The proposed first and second lien debt instruments will be borrowed by a number of entities including Solenis Holdings 1 LLC, Solenis Holdings 2 LLC, and Solenis Holdings 3 LLC, and will be guaranteed by Solenis International L.P. The proceeds of the term loans will be used to repay Solenis' existing term loans, after the announcement on May 3, 2018 that BASF will sell its paper and water chemicals business to Solenis in exchange for a 49% equity stake in the combined company. This transaction, which is still subject to regulatory approvals, is expected to close at the end of 2018. Ratings Assigned: Issuer: Solenis Holdings 1 LLC Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured Second Lien Term Loan, Assigned Caa1 (LGD5) RATINGS RATIONALE The senior secured first lien revolving credit facility due 2023 and the senior secured first lien term loan due 2025 are rated B2, one notch above Solenis' B3 Corporate Family Rating (CFR), reflecting their preferential position in the capital structure and the loss absorption cushion provided by the senior secured second lien term loan and other unsecured obligations. The first lien senior secured credit facilities reflect a first lien security interest on domestic and certain international assets. Solenis' second lien senior secured credit facility due 2026 is rated Caa1, one notch below the B3 CFR, due to the effective subordination to the first lien senior secured credit facilities. Solenis' B3 CFR remains unaffected by its announced acquisition of BASF's paper and water chemicals assets, which is still subject to regulatory approval. Moody's expects this transaction will be modestly credit positive to Solenis, as the combined company will have a larger business scale, stronger market positions and significant synergy potentials. However, business integration risks, a history of volatile earnings in both Solenis and the acquired business from BASF, as well as elevated debt leverage upon the closing of the transaction continue to constrain Solenis' credit profile. Solenis' acquisition of BASF's assets makes strategic sense given the intense market competition in the fragmented water and paper chemicals industry and the associated operational benefits needed to bolster its earnings, after a decline in 2017, amid increasing raw material costs. In particular, Solenis will improve its market share in the chemicals for pulp and paper for the packaging industry with growth potentials and generate synergies by consolidating its sales and marketing functions. In addition, introducing Solenis' service model to the acquired BASF's business and consolidating of raw material procurement will lift earnings of the combined business in the long term and mitigate the impact of rising raw material and freight costs. In Moody's view, the post-transaction debt leverage including Moody's analytical adjustments and certain initial synergies will remain elevated at about 6.5x upon the closing of the transaction, which constrains the company's corporate family rating in the low single B category. This has taken into consideration Solenis' plan to issue $550m incremental senior secured first lien term loan for shareholder distributions and $175 million incremental first lien revolving credit facility upon the closing of the transaction in the second half of 2018, as well as a large restructuring charge associated with integrating BASF's asset. Solenis' potential deleveraging is subject to business integration and realization of expected synergies. Both Solenis and BASF's paper and water chemicals businesses reported earnings deterioration in 2017 given rising raw materials costs and, in the case of Solenis, restructuring expenses within its commercial team. Since its spin-off from Ashland in 2014, Solenis' adjusted debt/EBITDA level has trended gradually from low to high 7 times due to adverse impact of the foreign exchange, business restructuring charges, raw material inflation, bolt-on acquisitions and investments in emerging markets. The acquisition of a large and lower-margin BASF's Paper & Water business presents opportunities as well as challenges to Solenis from an execution point of view. Solenis' adequate liquidity is supported by $44 million of balance sheet cash and $116 million of available revolving credit facility as of December 31, 2017. Moody's expects the company to have modest to flat free cash flow in FY2018. Following the refinancing, the company will have no near-term maturities. The new first lien revolving credit facility contains a springing consolidated first lien leverage covenant set at 6.75x prior to the transaction close and 7.30x on or after the transaction closing date (after giving effect to the incremental first lien debt issuance). The covenant springs into effect if utilization exceeds 30% prior to transaction closing (35% after transaction closing) and Moody's expects the company to maintain adequate cushion under the covenant. The stable outlook assumes that the company will improve its earnings and cash flow generation by increasing sales prices and realizing cost savings and synergies. Moody's could upgrade the rating with expectations for the company to improve profitability, reduce adjusted leverage to below 6 times on a sustained basis, and establish a track record of operating as a stand-alone entity with stable operating costs. Moody's could downgrade the rating with expectations for declining volumes, declining profitability, or adjusted financial leverage above 8 times or sustained negative free cash flow. The principal methodology used in these ratings was Chemical Industry published in January 2018. Solenis International, L.P., produces chemicals used in the manufacturing process for pulp and paper products and industrial water treatment. Its products and service help customers improve operational efficiency, enhance product quality and reduce environmental impact. Solenis is the former Ashland Water Technologies business. The private equity firm Clayton, Dublier, and Rice acquired Solenis from Ashland in 2014. Headquartered in Wilmington, Del., Solenis generated about $1.8 billion in revenue for the twelve months ended December 2017. SOURCE ENERGY: DBRS Assigns 'B' Issuer Rating --------------------------------------------- DBRS Limited assigned an Issuer Rating of B to Source Energy Services Canada LP and Source Energy Services Canada Holdings Ltd. (together, the Co-Issuers). DBRS has also assigned a provisional rating of B (high) with a Recovery Rating of RR3 to the Senior Secured First Lien Notes (the Senior Notes) issued by the Co-Issuers. All trends are Stable. DBRS has based its analysis on the consolidated financial statements of the ultimate holding company, Source Energy Services Limited (SES or the Company). SES has no material assets, liabilities, revenues or expenses of its own other than the shares held by it in the capital of its subsidiaries and is consistent in all material respects with the financial statements of the Co-Issuers. SES is the largest supplier of northern white frac sand to oil and gas (O&G) companies drilling in the Western Canadian Sedimentary Basin (WCSB). SES's ratings are underpinned by its fully integrated operations with market-leading logistics infrastructure and its established customer relationships with contracted sales volumes, coupled with favorable industry trends. Key challenges to the ratings include the Company's relatively small size, the cyclical nature of its end-use markets and a lack of geographical and product diversification. Northern white frac sand is the preferred proppant used for hydraulic fracturing in the WCSB. The Company owns and operates processing facilities, including mines in Wisconsin and the largest terminal network and storage capacity in the WCSB, which are all located on the Canadian National Railway Company's (rated "A" with a Stable trend by DBRS) rail network. This provides SES with a competitive advantage, as most of the frac sand used in the WCSB is shipped from Wisconsin, and approximately 70% of the in-basin landed cost consists of freight costs. SES also sells a significant amount of its output (approximately 75%) under contracts, which provides near-term sales volume visibility. Although most of the contracts do not stipulate minimum volumes, the counterparties are some of the largest frac sand consumers in the Money Formation, whose drilling and completion programs were active through the downturn. DBRS notes that the liquids rich Money resource play is one of the lowest cost plays in North America and has driven Canadian demand for frac sand. The contracts also permit SES to sell most of its volumes in-basin or at the well site, allowing it to capture additional value from its logistics infrastructure. Furthermore, SES benefits from the trend toward higher frac sand intensity per well, as O&G producers drill longer reach horizontal wells with increased fracturing stages to achieve higher flow rates. Although the Company is the leading player in Canada, the smaller size of the Canadian frac sand market compared with the United States makes SES a relatively smaller player versus its U.S. peers. The financial performance of the Company is highly correlated to the prevailing outlook for O&G prices, which in turn are volatile. Although the Company's sales contracts provide some volume and price protection, they do not insulate the Company from a prolonged slump in O&G prices as seen during 2015 and 2016. SES's exclusive focus on Canada makes it vulnerable to localized risks like seasonality, and its single-product offering could potentially expose the Company to replacement risk in the longer term. The Senior Notes are secured by a second charge on accounts receivable and inventories and a first charge on all other assets of the Company. The Company's Asset-Backed Credit Facility (Credit Facility) has a first charge on the account receivables and inventory and second charge on all other assets of the Company. SES proposes to issue an additional $40 million of Senior Notes with the same terms and conditions as the existing Senior Notes and use the proceeds to repay borrowings under its Credit Facility. DBRS expects the Credit Facility to provide the Company with a satisfactory liquidity buffer over the next 12 months. DBRS expects the Company's earnings and cash flow to increase materially in 2018 due to higher sales volumes and stronger product pricing as evidenced by the results for the quarter-ended March 31, 2018. The Company's key credit metrics continue to improve, and for the last 12 months ended March 31, 2018, the key lease-adjusted credit metrics (debt-to-cash flow: 4.91times (x); EBIT interest coverage: 1.89x; debt-to-capital: 49%) are within the B rating range. Debt levels are expected to remain relatively flat, as the Company is expected to generate adequate cash flow to meet a large part of its budgeted capital expenditure. DBRS expects key credit metrics to remain supportive of the current rating over the next 12 months. DBRS may consider a rating upgrade if SES is able to maintain its key credit metrics consistently in the BB rating range while retaining or improving its competitive advantage. Conversely, if the key credit metrics deteriorate significantly from their current levels, possibly due to another significant industry downturn, or if the business strengths underpinning the rating are materially weakened, DBRS may consider a ratings downgrade. SOUTHMINSTER INC: Fitch Assigns BB Rating on $91.9MM 2018 Bonds --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the expected issuance of the following Public Finance Authority bonds issued on behalf of Southminster, Inc. (SM): --$91,975,000 retirement facilities first mortgage revenue bonds (Southminster) series 2018. The bonds are expected to be issued as fixed rate. Proceeds from the bonds will be used to fund capital projects, including a health center replacement project and a two phase independent living (IL) unit expansion, fund a debt service reserve fund, and pay for the costs of issuance. The bonds are expected to sell via negotiation the week of June 11. The Rating Outlook is Stable. SECURITY A gross revenue pledge, mortgage on the facility and a debt service reserve fund for the 2018 tax-exempt bonds. KEY RATING DRIVERS Bond Funded Repositioning Project: The 'BB' rating reflects the construction risks and additional debt associated with SM's $128 million healthcare facility replacement project and two-phase 66 IL unit expansion. Along with $92 million of 2018 fixed rate bonds, SM is taking on up to $39 million of short term taxable bank debt to fund the projects. The bank debt will be paid down with initial entrance fees from the IL expansion. The project has already begun and fill-up for the first phase IL expansion, Terraces 1, is expected to begin in February 2019, with stabilization of the second phase IL expansion, Terraces 2, achieved by March 2021, at which time the bank loan will be fully paid down. Elevated Pro Forma Long-Term Liability Profile: A pro forma analysis of SM's long-term liabilities shows maximum annual debt service (MADS) of $9.6 million equating to an elevated 32.2% of FY17 (Sept. 30 year-end) revenues. A pro forma analysis of SM's debt to net available (excluding the $39 million short term bank loan) shows it at an elevated 13.3x in FY17. Both of these metrics are expected to moderate starting in 2020 as the IL expansion revenues begin to positively affect revenue growth and performance. Total long-term debt, assuming pay down of the bank loan, is expected to be approximately $145 million in 2022, the first full year of stabilization. Fitch expects cash to debt to begin to improve following absorption of leverage and revenues from current capital investments. Good IL/AL Demand: SM's IL and assisted living (AL) occupancies have averaged 98% and 93%, respectively, over the last four years. Occupancy in SM's skilled nursing facility has been lower at 70%, but the lower occupancy is less of a concern given SM's good budgeting, steady operating performance, and limited outside admissions for short-term rehabilitation as SM does not take Medicare and does not compete heavily in the post-acute care space. The good demand for IL units is a positive indicator as SM begins the two phase IL expansion. SM has pre-sold all 30 of the Phase I IL units. Solid Operating Metrics: SMs high IL occupancy has driven solid operating metrics. SM has averaged a 92.5% operating ratio and a 38.8% net operating margin - adjusted (NOMA) over the past four audited years, which compare well to Fitch's 'BBB' category medians of 95.2% and 21.2%. The solid operating performance supported adequate pro forma MADS coverage with SM covering the higher debt service between 1x and 1.5x over the last four years. RATING SENSITIVITIES Project Execution: Any significant project execution issues such as construction delays, cost overruns, slow fill up of the new units, or service disruptions that negatively impact Southminster, Inc.'s operating and financial profile could put negative pressure on the rating. CREDIT PROFILE Southminster, Inc. (SM) is a North Carolina nonprofit corporation organized in 1984 that owns and operates Southminster, a single site, Type 'B' contract, senior living community. SM is the only member of the obligated group. At Sept. 30, 2017, SM had 242 IL units, 25 AL units, 60 skilled nursing beds. Total operating revenues in FY17 was $28.7 million. UPCOMING CAPITAL PROJECT SM has begun a health care facility replacement project and two phase 66 IL unit expansion, the Terraces I (30 IL units) and the Terraces 2 (36 IL units). The project entails building a new healthcare facility that will replace the current healthcare facility. SM is razing 10 cottage residences, which are five duplexes, to clear space for the new healthcare center and the Terraces 1 building and has purchased land adjacent to its current campus on which the Terraces 2 will be build. The project is expected to be completed in multiple phases. Initial occupancy of the new health center is expected in August 2020, February 2019 for the Terraces 1 and 2020 for the Terraces 2. After the projects are completed, it is expected that SM will renovate the current healthcare facility and create 23 new IL apartments. SM has received a guaranteed maximum price (GMP) for the construction of the new health care facility and the Terraces 1. The GMP for Terraces 2 is expected closer to the phase's start. Funding for the $128.5 million project includes $92 million of series 2018 bonds and up to $39 million of short-term bank debt. As of March 31, 2018, $1.4 million of the bank loan has been drawn down. The bank debt is expected to be paid down from initial entrance fees, which are currently estimated at approximately $37.4 million. Fitch expects cash flow from the new IL units and skilled nursing, memory care and assisted living building with enhanced services (SM is moving to a neighborhood model of care) to be accretive to SM's financial and operating profiles. To date, SM has pre-sold 100% of the new IL units. Pre-sales for the Terraces 2 have not yet begun. The strong Terraces 1 pre-sales and SM's good historical demand indicators help mitigate concerns regarding fill-up risk. Overall, Fitch believes SM's strong demand features, successful operating history, and previous success with capital expansion projects, including an 89 IL unit expansion completed in 2010 and filled by 2013, position SM well to execute the upcoming capital project. GOOD DEMAND, MANAGEABLE COMPETITION SM has consistently demonstrated strong demand for its services, which is attributed to its longstanding operating history, favorable reputation, and its location in a growing area of south Charlotte. Over the last four fiscal years, SM's occupancy has averaged 98% in IL, 93% in its AL, and 70% in its skilled nursing beds. The lower skilled nursing occupancy is not a concern. SM does not rely on revenues from the post-acute care short-term service line to support its performance. Only about 10% to 15% of SM's skilled nursing census is outside admits and SM's skilled nursing facility is all private pay, with no Medicare or Medicaid. Fitch views positively SM's limited financial exposure to government payors and to the post-acute care space, which has seen reimbursement headwinds over the last two years. SM's primary service area is somewhat competitive with five competitors within 10 miles of SM. Most of them have high IL occupancies, which indicate good demand and a deep market across the service area. SM's IL pricing is at the midrange of the market with one close competitor having higher priced IL units and another close competitor with lower priced units, which Fitch believes positions SM well. Demand is further reflected in SM's 543 person waitlist. STRONG HISTORICAL OPERATING PERFORMANCE SM's high IL occupancy and good expense management have translated into a strong historical financial performance. Over the last four fiscal years, SM has averaged a strong 92.5% operating ratio, 21.6% NOM, and 38.8% NOM-adjusted. Performance in the six month FY18 interim was slightly weaker. The slightly weaker performance was driven in part by elevated IL turnover which caused entrance fee refunds to jump to $1.4 million in the six month interim compared to $1.8 million for all of FY17 and $1.2 million in FY16. However, SM's performance remained solid with a 95.2% operating ratio, 15% NOM, and 26.4% NOM-adjusted in the six month FY18 interim period. STRESSED PRO FORMA LIQUIDITY POSITION At year end FY17, SM had 494 days cash on hand and 44.6% cash to debt, with SM's unrestricted liquidity increasing to $28.4 million in FY17 from $25.9 million in FY16. The increase in unrestricted liquidity reflects the cash flow from net entrance fee receipts, SM's operational performance, and good investment gains. SM's pro forma cash to debt is expected to fall to the 20% to 23% range (not including the short term bank debt) through the construction and fill period. Current third-party forecasts show 23% cash to debt in 2022, which will be SM's first full year of stabilization of the project. After stablization, Fitch expects SM's unrestricted liquidity to grow as the new project revenues come online and cash flow from turnover units remains steady. SM showed steady unrestricted liquidity growth in the four-year period leading up to the project and after it filled its last expansion. However, there could be negative pressure on the rating should SM's unrestricted liquidity fall below Fitch's expectations or slow fill up on the expansion stresses the liquidity. DEBT PROFILE Following the series 2018 debt issuance, SM is expected to have approximately $155 million outstanding in long-term permanent debt which includes $92 million in series 2018 bonds and $58 million in series 2016 bonds. SM will be drawing down funds on up to $39 million in temporary taxable bank debt. DISCLOSURE SM covenants to disclose annual reports no later than 120 days after each fiscal year end and quarterly reports no later than 45 days after quarter end. All information is provided via the Electronic Municipal Market Access System, which is maintained by the Municipal Securities Rulemaking Board. STERLING FERGUSON: Selling Miami Property to Pay the IRS -------------------------------------------------------- Sterling and Michelle Ferguson ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the real property known as 3240 N.W. 178th Street, Miami, Florida. The Internal Revenue Service filed a claim in the case in the amount of $56,799 that is reflected at Claim 12-5. The Debtors would like to satisfy their tax obligation and asks permission to sell the real property. Sterling E. and Michelle Ferguson sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 13-28991) on Aug. 9, 2013. STORSTAD AUTO: Taps Lake Forest Bankruptcy as Legal Counsel ----------------------------------------------------------- Storstad Auto Sports, LLC, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Lake Forest Bankruptcy as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; conduct examinations; assist in the preparation and implementation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Anerio Altman, Esq., the attorney expected to handle the case, charges an hourly fee of $300. His firm received a retainer of $5,000 from the Debtor. LFB and its attorneys do not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Anerio V. Altman, Esq. Lake Forest Bankruptcy 23151 Moulton Parkway, Suite 131 Laguna Hills, CA 92653 Phone: (949) 218-2002 Email: lakeforestpacer@gmail.com About Storstad Auto Sports LLC Storstad Auto Sports, LLC is in the business of restoration of high-end vehicles. It operates in Costa Mesa, California. Storstad Auto Sports sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10568) on Feb. 21 2018. In the petition signed by David Storstad, managing member, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Catherine E. Bauer presides over the case. SUNGARD AVAILABILITY: Moody's Affirms 'B3' CFR, Outlook Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Sungard Availability Services Capital, Inc.'s ("Sungard AS") corporate family and probability of default ratings ("CFR" and "PDR", respectively) at B3 and B3-PD, respectively. In addition, Moody's affirmed the B1 rating on the senior secured credit facilities and the Caa2 rating on the $425 million senior unsecured notes due 2022. The rating outlook has been revised to negative from stable. RATINGS RATIONALE The outlook change reflects uncertainty as to whether Sungard AS can slow the decline in revenues for the remainder of 2018 and set a foundation for at least modest revenue and profit growth in 2019. Moody's expects that revenues and profits will continue to decline through at least 2018 with uncertainty regarding Sungard AS' ability to produce positive free cash flow (FCF). Adjusted debt to EBITDA will likely remain elevated at about 6 times through 2019. The erosion of Sungard AS' core recovery business, which has driven total company revenue and profit declines over the past 9 years, weighs on the ratings since there is no clear evidence that the revenue and profit fall will fully abate. While Sungard AS has reduced the capital intensity of the business and engaged in various restructuring initiatives to lower costs, the company continues to incur negative FCF (negative $36 million in 2017 and negative $2.4 million in the first quarter of 2018). The transformation of Sungard AS' business model will continue to be challenged by the run off of the traditional data recovery business and pressures on co-location pricing. While managed services and cloud hosting offer solid long term growth prospects, Sungard AS faces substantial competition and ongoing technological shifts to leaner information technology (IT) models. At the same time, the revenue base is supported by long-term relationships, a solid market position in the recovery business, and relatively low customer concentration. The negative outlook reflects Moody's expectation that revenue and profit stabilization will not likely occur until sometime during 2019. Moody's projects negative FCF of more than $10 million over the next year, which is hampered by high interest costs estimated to be about $130 million for 2018. Despite the lack of FCF and downsizing of the revolver to $45.5 million (with no availability as of March 31, 2018), Moody's views liquidity as adequate given the large cash balance ($106.5 million as of March 31, 2018, with additional proceeds arising from the sale of Assurance Software this month). The risks associated with the business transition are partly mitigated by the ability to sell assets to repay debt as demonstrated in May 2015 when Sungard AS sold 8 data centers for gross proceeds of $140 million, of which $105 million of net proceeds was used to repay the senior secured term loan. The nearest maturing debt is the $470.8 million term loan due September 2021, followed by the $425 million senior unsecured notes due April 2022 and $425 million term loan due October 2022. Sungard AS' ratings could be downgraded if revenue and profit growth appear unlikely by the end of 2019, monthly recurring revenues decline significantly, adjusted debt to EBITDA stays above 6 times, or liquidity deteriorates. The ratings could be upgraded with consistent revenue and profitability growth (in the low single digits), positive cash flow, and adjusted debt to EBITDA below 4 times on a sustained basis. Affirmations: Issuer: Sungard Availability Services Capital Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Bank Credit Facility, Affirmed B1 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Sungard Availability Services Capital Inc. Outlook, Changed To Negative From Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Sungard Availability Services is a provider of disaster recovery services and managed IT services and is owned by a consortium of private equity investors (including Bain, Blackstone, KKR, Silver Lake, Texas Pacific Group, and Providence Equity). SUNSHINE DAIRY: Alpenrose Buying Customer Lists/Related Agreements ------------------------------------------------------------------ Sunshine Dairy Foods Management, LLC, asks the U.S. Bankruptcy Court for the District of Oregon for authority to sell the real and personal property, consisting of (i) the Debtor's Customer Lists, and (ii) to the extent transferable, all of the Debtor's customer agreement, to Alpenrose Dairy, Inc. for a purchase price which will be calculated based on 2% of the gross revenue received by the Buyer on account of sales to the customers over a four-year period beginning on the date of the Closing, subject to overbid. A hearing on the Motion is set for June 6, 2018 at 10:00 a.m. The parties have entered into Agreement for Sale and Purchase of Assets of Sunshine Dairy Foods Management, LLC. The Purchase Price will be paid to the Debtor in monthly installments beginning 30 days after the Closing based on the gross revenue received from the Transferred Customers during the prior 30 days with subsequent monthly installments on the same day of each subsequent month for the requisite four-year period identified above. Alpenrose will provide to the Debtor a report of the gross revenues received from the Transferred Customers during the prior month at the same time as each monthly installment is paid. The sale will be free and clear of liens. The lien on the property is held by First Business Capital Corp., c/o Barbara Conley, Registered Agent, 401 Charmany Dr., Madison, Wisconsin, in the approximate amount $9,022,482. Any liens not fully paid at closing will attach to the sale proceeds in the same order of priority they attach to the property. Any proceeds remaining after paying liens, expenses, taxes, commissions, fees, costs or other charges as provided in the Motion, will be held in trust until the Court orders payment. Based on the Debtor's estimates the sale will generate approximately $2.4 million over 4 years. Overbids would need to provide (a) a payout of not less than 2.5% of gross revenue received on account of the Assets; (b) a payout of such percentage over at least 4 years; and (c) capacity to continue the business related to the Assets. In the alternative, the Debtor would treat an immediate cash offer in excess of 5% over the estimated $2.4 million sale price to Debtor as a competing bid. Competing bids must be submitted to the counsel for the Debtor no later than May 17, 2018, and must exceed the above offer by at least 50% of the gross sales price, and be on the same or more favorable terms to the estate. There are no independent appraisals. The value is based on the Debtor's business judgment and knowledge of the industry. The proceeds will reduce secured debt through payment of all proceeds to First Business Capital Corporation ("FBCC"). Operation of the portion of the Debtor's business related to the customers included in to the Assets is currently being performed at an operating loss of approximately $100,000 per month to the Debtor. Stopping this loss while maximizing the value of the business operation, is accomplished with the proposed sale. There are no direct expenses from the sale expected, aside from professional fees. The taxes, if any, will be paid by the estate. The Debtor does not need the Assets or its reorganization and would benefit from the immediate reduction in operating expenses. The Assets relate to the delivery of fresh food products, which would perish if the sale is not allowed. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Sunshine_Dairy_37_Sales.pdf The Creditor: FIRST BUSINESS CAPITAL CORP. c/o Tonkon Torp LLP Attn: Albert N. Kennedy 88 SW 5th Ave., Suite 1600 Portland, OR 97204-2099 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; and Daniel J. Boverman and Boverman & Associates, LLC as business and turnaround consultants. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. TARA RETAIL: Hires P. Rodney Jackson as Special Counsel ------------------------------------------------------- Tara Retail Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire P. Rodney Jackson as special counsel. Professional services Attorney Jackson will render are: a. evaluate and determine whether an amended answer, Counterclaim and Third Party Complaint should be filed by Debtor in A.P. 18-10; b. evaluate and determine what additional claims should be asserted in A.P. 18-10, arising out of the events that gave rise to Debtor's bankruptcy case; c. counsel the Debtor with regard to its options as a Counterclaim-Plaintiff and Third-Party Plaintiff in A.P. 18-10; and d. provide advice, representation and preparation of necessary pleadings, motions, documentation and take all necessary and appropriate actions in connection with A.P. 18-10. The agreed-upon contingency fee to be received by Attorney Jackson in connection with A.P. 18-10 is 40% of Debtor's gross recovery on its Counterclaims in A.P. 18-10. P. Rodney Jackson assures this court that he is a "disinterested person," as that phrase is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtor's estate. The counsel can be reached through: P. Rodney Jackson, Esq. 401 Fifth Third Center 700 Virginia Street East Charleston, WV 25301 Phone: +1 304 720 6783 Fax: +1 304 344 9566 About Tara Retail Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West Virginia, which had tenants that included Kmart and Kroger. The Company is headed by businessman Bill Abruzzino. The Crossings Mall has been closed and inaccessible to the public since massive floods swept through West Virginia on June 23, 2016. On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed Martin Perry, a managing director at Newmark Grubb Knight Frank's Pittsburgh office, as receiver. To stop a foreclosure sale of its shopping center, Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00057) on Jan. 24, 2017. The petition was signed by William A. Abruzzino, managing member. The case judge is the Hon. Patrick M. Flatley. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC, as bankruptcy counsel. On June 23, 2017, the Debtor filed a disclosure statement and Chapter 11 plan of reorganization. TEMPUS AIRCRAFT: Cutter Aviation Buying Physical Property & Rights ------------------------------------------------------------------ Tempus Aircraft Sales and Service, LLC ("TASS"), asks approval from the U.S. Bankruptcy Court for the District of Colorado to sell physical property and rights to Cutter Aviation Colorado Springs, LLC for $330,000. Prior to November 2017, TASS was the exclusive dealer of Pilatus aircraft in the southwestern United States. It was also engaged in the business of aircraft maintenance and aircraft part sales. In November 2017, lender Bank of the West declared a technical default under its loan agreement with TASS and sought and obtained the appointment of a receiver, Cordes and Co. During the receivership, TASS' dealership was wrongfully terminated by Pilatus Business Aircraft Ltd. Pilatus then entered a new franchise agreement with Cutter. It is Cutter's intent to operate in one of the hangars previously leased by TASS at Centennial Airport. It is TASS' intent going forward to move most of its remaining inventory to facilities in Greenville, South Carolina and Hondo, Texas and, among other actions, resume its part sales and maintenance operations. TASS has determined in the exercise of its business judgment that certain physical property and rights will be sold for the highest and best price to Cutter because of Cutter's Pilatus dealership at Centennial Airport. The Property consists of the following: a. The physical property listed in Exhibit A; b. TASS' "Agreement Under Standards" with the Arapahoe County Public Airport Authority, described in the Assignment; c. TASS' telephone number, as set forth in Exhibit C; and, d. Miscellaneous office furniture remaining in the hangar space. The proposed purchase price is $330,000. The sale will be free and clear of all liens, interests and encumbrances with such liens, interest and encumbrances attaching to the sale proceeds. The Property is subject to a first priority lien held by Bank of the West. Bank of the West will receive adequate protection of its interest in the form of a replacement lien on the $330,000 in sale proceeds. TASS asserts the price is fair. It believes the purchase price with respect to the physical property is higher, after deducting commissions and other expenses, from what the property would have been sold at through the auction that was cancelled by the bankruptcy filing. Cutter is the only logical purchaser of the other assets. The sale proceeds will be deposited by TASS into a separate account and disbursed only upon further order of the Bankruptcy Court. A copy of the Agreement and Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Tempus_Aircraft_60_Sales.pdf About Tempus Aircraft Sales and Service Tempus Aircraft Sales and Service, LLC, operates a Pilatus Aircraft dealership in Englewood, Colorado. It also provides aircraft engine servicing and maintenance. Tempus Aircraft Sales and Service sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13507) on April 26, 2018. In the petition signed by John G. Gulbin, III, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Elizabeth E. Brown presides over the case. The Debtor tapped Wadsworth Warner Conrardy, P.C. as its legal counsel. TEREX CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB- --------------------------------------------------------- Egan-Jones Ratings Company, on May 22, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Terex Corporation to BB- from B+. Terex Corporation was founded in 1925 and is based in Westport, Connecticut. The company manufactures and sells aerial work platforms, cranes, and materials processing machinery worldwide. TRANSUNION: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit rating on Chicago-based TransUnion. The outlook is stable. S&P said, "At the same time, we assigned our 'BB+' issue-level and '3' recovery ratings to TransUnion's proposed senior secured credit facilities, which include $400 million of add-on term loan A-2 debt due in 2022 and $1.4 billion of new first-lien term loan B-3 debt due in 2025. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The affirmation reflects our view that leverage will decline meaningfully over the next 12 to 24 months, following the temporary spike from the debt-financed acquisitions. The incremental debt to fund these acquisitions results in S&P Global Ratings' adjusted debt to EBITDA rising to the mid-4x area on a pro forma basis before an expected decline back below 3.5x by year-end 2019. The projected reduction in leverage is supported by our view of continued strong operating performance, contributions and synergies from recent acquisitions, and expanding EBITDA margins, among other factors. "The stable outlook on TransUnion reflects our view that, despite a temporary increase in leverage to above 4x in 2018 following the debt-funded acquisitions of Callcredit, Healthcare Payment Specialists, and iovation, strong earnings growth and acquisition contributions will support an improvement in leverage to below 4x over the next 12 months. We expect continued strong revenue growth rates and EBITDA margin expansion to be supported by favorable demand across all segments, new product introductions, and continued focus on operating efficiency. We expect the company to continue to generate strong free cash flow, which we think it will apply toward new tuck-in acquisitions, shareholder returns, and modest debt repayment. "We could lower the ratings on TransUnion if the company were to adopt a more aggressive financial policy, including greater-than-expected shareholder distributions and acquisitions, leading to debt leverage sustained above 4x. Less likely factors that could cause us to consider a downgrade include a significant business downturn or an unforeseen loss in business stemming from a cybersecurity breach that would lead to consolidated revenue declines and rising costs over the next 12 months. "While unlikely over the next 12 months, we could raise the ratings on TransUnion if changes in financial policy, better-than-expected operating performance, or debt reduction through excess cash flows were to result in funds from operations to debt increasing to over 30% while leverage declines to and stays below 3x. An upgrade would also be contingent upon our belief that the company's financial policy would maintain these metrics for the long term. Though less likely, we could also raise our ratings if the company were to significantly increase its scale or geographic diversity enough to warrant a more favorable view of its competitive position than its peers'." TUCSON ONE: Property Valued at $500,000 under Amended Plan ---------------------------------------------------------- Tucson One, LLC, amended its plan of reorganization to modify the treatment of Class 4 - Secured Claim by U.S. Bank. The Debtor's appraiser has valued the Debtor's property at $500,000 as of April 2018. The Debtor said it will request a valuation hearing concerning the Property. In light of this valuation, the Debtor's Plan proposes to limit the Class 4 Creditor's first position secured claim to $500,000, and to treat the balance of its claim, if any, as a second secured claims against the Property to be paid upon the sale of the Property. If the Debtor and the Creditor cannot agree as to the amount of the Class 4 Creditor's allowed first position secured claim, the Court may be called upon to make that determination. Should the Class 4 secured claim be reduced to the fair market value of the Property, Debtor proposes to amortize the $500,000 over 30 years at 3.5% per annum, and make interest-only payments in the total monthly amount of $1458.33 (in equal monthly installments) for five years. The maturity date of the Secured Loan will be extended to five years after the Effective Date, subject to an additional five-year extensions. A full-text copy of the Amended Chapter 11 Plan is available at: http://bankrupt.com/misc/azb17-11219-50.pdf About Tucson One Headquartered in Ventura, California, Tucson One, LLC, is a single asset real estate as that term is defined in 11 U.S.C. Section 101(51B). It filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-11219) on Sept. 22, 2017, estimating its assets and liabilities at between $1 million and $10 million. Henry Goldman, member and manager, signed the petition. Judge Brenda Moody Whinery presides over the case. Neff & Boyer, P.C., is the Debtor's bankruptcy counsel. TW TOWING: Unsecureds to Get $2,000 Monthly Payments for 60 Months ------------------------------------------------------------------ TW Towing, Inc., sought and obtained from the U.S. Bankruptcy Court for the Eastern District of Texas conditional approval of the disclosure statement explaining its Chapter 11 Plan. Class 7 (Unsecured Creditors) are impaired under the Plan and will be satisfied as follows: The Allowed Claims of Unsecured Creditors, will receive their pro rata portion of payments made by the Debtor into the Class 7 Creditors Pool. The Debtor will make 60 monthly payments of $2,000 each commencing on the Effective Date. The Debtor will make distributions to the Class 7 Allowed Claims every 90 days commencing 90 days after the Effective Date. The Debtor anticipates the cash on hand and continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb17-11219-50.pdf About TW Towing Company Inc. TW Towing Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-41933) on Sept. 1, 2017. In the petition signed by Beverly Blair, its president, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Brenda T. Rhoades presides over the case. US FINANCIAL: Taps Long & Foster Real Estate as Real Estate Broker ------------------------------------------------------------------ US Financial Capital, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Dee Dee Miller and Long and Foster Real Estate as real estate broker. The Debtor is engaged in the business of buying, selling and developing Real Estate, and owns several contiguous parcels in Anne Arundel County, Maryland . Long & Foster will market and sell the real property. The broker will charge 5% commission upon the actual closing of a sale. Dee Dee Miller, associate broker with Long & Foster Real Estate, attests that she is a "disinterested" person as that term is defined at 11 U.S.C. Sec. 101(14). The broker can be reached through: Dee Dee Miller LONG & FOSTER REAL ESTATE 568A Ritchie Highway Severna Park, MD 21146 Phone: 410-544-4000 Email: DEEDEE.MILLER@Longandfoster.com About US Financial Capital US Financial Capital, Inc., is a privately-held company in Columbia, Maryland, engaged in activities related to real estate. It is the fee simple owner of 14 real estate properties having an aggregate value of $1.38 million. US Financial Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27, 2018. In the petition signed by Ronald Talbert, chief operating officer, the Debtor disclosed $1.38 million in assets and $13.92 million in liabilities. VANITY SHOP: Court Denies Confirmation of 2nd Amended Plan ---------------------------------------------------------- For reasons stated on the record, Judge Shon Hastings has denied confirmation of the Second Amended Chapter 11 Plan of Liquidation and has granted the Debtor until June 22 to file a third modified plan. The Committee, pointing out that the Debtor's Plan has been rejected by both impaired classes of economic stakeholders: (1) Class 3 (Effective Date Allowed Unsecured Claims), which rejected the Plan by 71.43% in number and 40.31% in amount; and (2) Class 4 (Post Effective Date Allowed Unsecured Claims) rejected the Plan by 79.73% in number and 97.44% in amount, is prohibited from using the cram down provision of the Bankruptcy Code just because Class 2 (Convenience Claims) voted in favor of the Plan. The Committee, citing In re Paolini, 312 B.R. 295, 315 n.32 (Bankr. E.D. Va. 2004); accord In re S & W Enter., 37 B.R. 153, 165 (Bankr. N.D. Ill. 1984), argues that "an administrative convenience class may not be used to create an accepting class of creditors" and even if an administrative convenience class could qualify as an impaired consenting class under some circumstances, it cannot where, as here, creation of the class was neither reasonable nor necessary, but done solely to gerrymander the vote. The Committee complains that "it is obvious that the creation of the Convenience Class was not necessary to reduce the costs of sending disclosure statements, soliciting votes, or making fractional distributions. The votes of Class 2 creditors were, in fact, solicited, and the Debtor incurred the cost of sending these parties disclosure statements and other solicitation materials." In response to the Committee, the Debtors insisted that the Committee misstated the law, pointing out that the plain language of Section 1129(a)(10) requires the plan to be accepted by an impaired class that is not an insider. Section 1129(a)(10), the Debtors noted, says nothing about the impaired class being a convenience class. The Debtors added that the treatment of Class 2 claims as a convenience class is reasonable and necessary and that the creation of Class 2 allowed them to nearly halve the number of postpetition claims. Gregory Greenfield & Associates, Ltd. and Rouse Properties, LLC; B.E. Capital Management Fund LP; and landlords affiliated with GGP Limited Partnership, representing 21 former lessors of multiple shopping center locations of Debtor and general unsecured creditors, joined in the Committee's plan confirmation objection. Counsel to Gregory Greenfield & Associates, Ltd. and Rouse Properties, LLC: Robert L. LeHane, Esq. Jennifer D. Raviele, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Tel: 212-808-7800 Fax: 212-808-7897 Email: rlehane@kelleydrye.com jraviele@kelleydrye.com Attorneys for Creditor B.E. Capital Management Fund LP: Jeffrey Chubak, Esq. STORCH AMINI PC 140 East 45th Street, 25th Floor New York, NY 10017 Tel: (212) 490-4100 Fax: (212) 490-4208 Email: jchubak@storchamini.com Counsel for GGP Landlords: Ivan M. Gold, Esq. ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111 Tel: (415) 837-1515 Fax: (415) 837-1516 E-mail: igold@allenmatkins.com About Vanity Shop of Grand Forks Women's wear retailer Vanity Shop of Grand Forks, Inc., filed a Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1, 2017, after announcing plans to close all of its 137 Vanity stores in 27 states. James Bennett, chairman of the Board of Directors, signed the petition. The Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as accountant. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates PC, as accountant. On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank, was appointed as the Debtor's Intellectual Property Disposition Consultant, nunc pro tunc to May 12, 2017. On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed as IT Consultant. VERTEX AEROSPACE: Moody's Assigns 'B2' CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service has assigned first time ratings to Vertex Aerospace Services Corp., including a corporate family rating of B2. The rating outlook is stable. Vertex will be acquired from L-3 Technologies, Inc. for $555 million, including fees/expenses. RATINGS RATIONALE The B2 rating reflects Vertex's well-known brand, established qualifications and contract portfolio within the US military aircraft maintenance, repair and overhaul ("MRO") business but also factors in high initial leverage and a significant contract loss in 2017. Estimation of initial financial leverage is made challenging by overhead reductions that should follow the separation from L-3, and the less than full year contribution of business combinations in 2017. Moody's estimates initial leverage pro forma for the transaction at around low 6x, suitable for the rating, and leverage could be as much as a turn lower if Vertex achieves its efficiency targets. In 2017 Vertex lost its largest contract, a US Army rotary wing MRO contract (Fort Rucker MICC). The contract represented about $450 million or 29% of annual revenues and Vertex had supported the program for 15 years. Good revenue visibility stems from the portfolio of +$9 billion aggregate ceiling value, mostly single award contracts that should ultimately support EBITDA margin of around 7%. In addition to MRO, Vertex possesses logistics management, flight training, parts fabrication/complex assembly and aircraft modification capabilities with coverage across fixed and rotary wing fleets, capabilities that differentiation the company. While the Fort Rucker MICC matter presents an overhang, the mostly variable cost nature of the military aircraft MRO model helps the free cash flow prospect. Moody's estimates $25 million of free cash flow near term, about 6% of debt including Moody's standard debt adjustments. The B2 CFR also factors in evidence of better business development results elsewhere for Vertex, including new awards and re-competes. There are no major contracts expiring over the next two years. The planned $225 million equity contribution of Vertex's financial sponsor gives a reasonably healthy initial capitalization which also partially mitigates the major contract loss in 2017. The stable rating outlook benefits from good near-term revenue visibility with over 90% of 2018 forecasted revenues already in backlog. Vertex should possess an adequate liquidity profile with only $3.3 million of near-term debt amortization scheduled. No initial borrowing is planned under the $75 million asset based revolving credit line and letter of credit utilization will only be around $8 million. The B2 rating assigned to the planned $330 million secured term loan facility is on par with the CFR as the facility will represent the preponderance of debt. The term loan holds only a second lien on the (high quality) revolver collateral, but the ABL revolver's size relative to the term loan is not of a magnitude that depresses the term loan rating. Upward rating momentum would depend on debt to EBITDA below 5x, free cash flow to debt above 10%, with a rising backlog and expectation of revenue rising toward $1.25 billion. Downward rating pressure would mount with contract losses, increasing rather than decreasing leverage, a weak liquidity profile, or soft free cash flow generation (such as below $15 million p.a.). Assignments: Issuer: Vertex Aerospace Services Corp. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Bank Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: Vertex Aerospace Services Corp. Outlook, Assigned Stable Vertex Aerospace Services Corp., headquartered in Madison, MS, is an aviation and aerospace technical services company managing and servicing aircraft and other equipment, primarily for government customers. Around $1.05 billion of revenue is expected for 2018. The company will be owned by entities of American Industrial Partners. VIASAT INC: Moody's Alters Outlook to Negative & Affirms B1 CFR --------------------------------------------------------------- Moody's Investors Service changed ViaSat, Inc.'s ratings outlook to negative from positive and affirmed the company's B1 corporate family rating (CFR), B1-PD probability of default rating (PDR), and the B3 rating for the company's $700 million senior notes due 2025. ViaSat's speculative grade liquidity rating was downgraded to SGL-3 (adequate) from SGL-2 (good). "We changed ViaSat's outlook to negative from positive because it is not clear when and how quickly retreating EBITDA can transition into growth so that deteriorating leverage can moderate and improve," said Bill Wolfe, a Moody's senior vice president. The negative outlook was also influenced by expectations that ViaSat will be significantly cash flow negative in fiscal 2019 as spending on the two ViaSat-3 class satellites accelerates and the company's commercial networks operation continues to struggle. Wolfe indicated that these latter two matters, and the implication that the company's $800 million credit facility will see significant usage over the next two years, caused Moody's downgrade of ViaSat's speculative grade liquidity rating. The following summarizes ViaSat's ratings: Rating and Outlook Actions: Issuer: ViaSat, Inc. Outlook, Changed to Negative From Positive Corporate Family Rating, Affirmed at B1 Probability of Default Rating, Affirmed at B1-PD Senior Unsecured Regular Bond/Debenture, Affirmed at B3 (LGD5) Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 RATINGS RATIONALE ViaSat's B1 corporate family rating stems from the significant growth potential yet unproven and opaque economic model of its satellite internet connectivity business, and Moody's adjusted debt/EBITDA leverage moderating toward 3.5x during fiscal 2020 from an estimated 5.5x at the end of fiscal 2018 (ViaSat has a March 31 year-end) as the company's protracted investment phase continues, and various competitive pressures suppress EBITDA generation and cause modest free cash flow shortfalls. ViaSat maintains reasonable liquidity, but the company may require incremental external financing to fund ongoing technology and capacity investments. ViaSat has an SGL-3 speculative grade liquidity rating (indicating adequate liquidity arrangements). Moody's expects a substantial $300 million cash deficit over the next year as spending on the two pending ViaSat-3 satellites ramps, with funding coming from the company's $71 million cash balance and its relatively large (50% of annual revenue) $800 million revolving credit facility (full $800 million available at March 31, 2018). Moody's also expects pending amortization payments of $45 million on ViaSat's $360 million Export-Import (Ex-Im) Bank of the United States facility, which helped to fund VaSat-2 (due October 2025), will also back-up into the revolving credit facility. With suppressed EBITDA generation and growing usage under the facility, financial covenant compliance cushions will moderate, although compliance issues are not anticipated. Rating Outlook The outlook is negative because the combination of satellite internet's unproven and opaque economic model, ongoing negative EBITDA in the company's commercial networks operation, and significant spending on the two ViaSat-3 class satellites, cause uncertainty that EBITDA will return to growth and facilitate significant de-levering over the next two years. What Could Change the Rating -- Up ViaSat's CFR could be upgraded to Ba3 if, ViaSat-2 is shown to be able to pay for itself and provide a positive return on invested capital, and if Moody's expected: -- Debt/EBITDA sustained below ~3x (estimated at ~5.6x at 30June18) What Could Change the Rating -- Down ViaSat's CFR could be downgraded to B2 if Moody's expected: -- Weak technical/financial returns for satellite internet -- Softness in legacy businesses -- Sustained negative FCF/Debt (estimated at -12% at June 30, 2018) -- Debt/EBITDA sustained above ~4x (estimated at ~5.5x at 30June18) Company Profile Headquartered in Carlsbad, California, ViaSat, Inc. (ViaSat) operates a consumer satellite broadband internet business and is a leading manufacturer of satellite and related communications/networking systems for government and commercial customers. LTM revenues are approximately $1.6 billion and annual (Moody's adjusted) EBITDA is $450 million. Government systems generate 44% of revenue, while the Satellite Services (broadband internet) and Commercial Networks generate 40% and 16%, respectively. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. VIDEOLOGY INC: Amobee Buying All Assets for $45 Million ------------------------------------------------------- Videology, Inc. and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures and the Asset Purchase Agreement, dated as of May 4, 2018, with Amobee, Inc., in connection with the sale of substantially all assets for (i) an amount equal to (i) the cash consideration of $45 million minus (ii) the amount by which the accounts receivable that is fully and effectively assigned to the Stalking Horse Bidder and as set forth in the Closing Statement is less than $37 million minus (iii) the amount of the Deposit ($2,250,000); and ii) the assumption of the Assumed Liabilities, subject to overbid. A hearing on the Motion is set for June 5, 2018 at 10:00 a.m. The objection deadline is May 29, 2018 at 4:00 p.m. Beginning in 2014, Videology's Board of Directors began receiving strategic updates on insights into the competitive and the merger and acquisition landscape in the advertising technology space. For three years the company engaged in "soft" outreach until the situation became more dire. In the summer of 2017, Videology refinanced a revolving line of credit and undertook a capital raise to generate much-needed funds. At the same time, the VID Board focused on finding a strategic purchaser for the Company. Despite the extensive marketing process, described in more detail below, no purchaser was found. Given the lack of results from the strategic sale process, the Debtors undertook restructuring/refinancing efforts in early 2018. Two unexpected events, however, disrupted the Debtors' efforts. First, their largest customer placed a temporary global hold on payments of invoices to the Debtors. After that, on March 23, 2018, their secured lenders issued notices of defaults based on covenant defaults, terminated the Debtors' revolving line of credit facility, and seized control of their operating bank accounts. These actions disrupted the Debtors' ability to achieve any kind of restructuring or refinancing outside of Chapter 11. Notwithstanding these developments, the Debtors vigorously pursued efforts to enter into an agreement for the sale of their assets and business to parties who had expressed an interest in their business. Following extensive arms'-length negotiations, the Debtors secured the Stalking Horse Bid from the Stalking Horse Bidder to purchase substantially all of their assets on the terms and conditions set forth in their Asset Purchase Agreement, dated as of May 4, 2018. The salient terms of the APA are: a. Sellers: Videology, Inc., Videology Media Technologies, LLC, Lucid Media Networks, Inc., Collider Media, Inc., Videology Ltd. b. Stalking Horse Bidder: Amobee, Inc. c. Purchase Price: The Purchase Price for the Purchased Assets consists of: (i) an amount equal to (A) the Cash Consideration $45 million minus (B) the amount by which the Accounts Receivable that is fully and effectively assigned to the Stalking Horse Bidder and as set forth in the Closing Statement is less than $37 million minus (C) the amount of the Deposit ($2,250,000); and ii) the assumption of the Assumed Liabilities. d. Private Sale/No Competitive Bidding: As described more thoroughly in the Bidding Procedures, the Debtors intend to conduct an open auction process if one or more Qualified Bids are received. e. Closing and Other Deadlines: The closing of the transactions contemplated by the Stalking Horse Agreement will take place at the offices of Goodwin Procter LLP, Embarcadero Center, 28th Floor, San Francisco, California or at such other place as Sellers and Stalking Horse Bidder may designate at 10:00 a.m. (PET) on the date that is no later than five Business Days after the date on which all conditions to the obligations of the parties to consummate the transactions have been satisfied or waived, unless another time or date, or both, are agreed to in writing by the Parties. f. Good Faith Deposit: Within seven Business Days of the filing of the Bankruptcy Case, the Stalking Horse Bidder is required to deposit with the Escrow Agent a purchase price deposit toward payment of the Purchase Price in the amount equal to $2,250,000. g. Use of Proceeds: If the Breakup Fee and Expense Reimbursement become due and payable by the Debtors to the Stalking Horse Bidder under the Stalking Horse Agreement, such amounts will be paid by wire transfer of immediately available funds under the terms and conditions provided for in the Stalking Horse Agreement. h. Sale Free and Clear of Unexpired Leases: The Debtors want to sell all of the Purchased Assets free and clear of all Encumbrances. i. Credit Bid: The Stalking Horse Agreement provides grants the Stalking Horse Bidder the right and ability to credit bid any portion of its Breakup Fee and Expense Reimbursement. j. Relief from Bankruptcy Rule: The Debtors are asking relief from the 14-day stay provided by Bankruptcy Rule 6004(h). k. Provisions Providing Bid Protections to Stalking Horse or Initial Bidder: The Stalking Horse Bidder will be entitled to payment of (i) a Breakup Fee in an amount equal to 3% of the Cash Consideration; and (ii) expense reimbursement of up to $500,000 for reasonable and documented costs and expenses incurred by the Stalking Horse Bidder in connection with the negotiation and execution of, and the carrying out of its obligations under, the Stalking Horse Agreement. To ensure that the Stalking Horse Bid is in fact the highest or otherwise best offer for the purchase of the Purchased Assets, the Debtors propose bidding and auction procedures to govern the sale of Purchased Assets, consistent with the requirements of the Stalking Horse Agreement. The salient terms of the Bidding Procedures are: a. Bid Deadline/Deadline to Object to Sale: July 2, 2018 at 5:00 p.m. (PET) b. Minimum Overbid: At least the Purchase Price plus a cash overbid of $1,950,000 c. Good Faith Deposit: 10% of the Qualified Bid d. Breakup Fee: The Breakup Fee is a cash amount equal to 3% of the Cash Consideration ($1,350,000) e. Expense Reimbursement: The Expense Reimbursement is an amount equal to the out-of-pocket costs, fees and expenses of Stalking Horse Bidder and its Affiliates incurred before or after the date of the Motion related to the transactions contemplated by the Agreement. In the event that the amount of the Expense Reimbursement exceeds $500,000, then such amount of Expense Reimbursement will be deemed to equal $500,000. f. Auction: July 9, 2018 g. Bidding Increment: $100,000 h. Target date for Debtors to file with the Bankruptcy Court the Notice of Auction Results: July 10, 2018 i. Sale Hearing: July 17, 2018 A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Videology_Inc_39_Sales.pdf The Debtors will serve on each non-Debtor counterparty to an executory contract and unexpired lease, including without limitation, an Assumed Contract, a cure notice. Any Cure Amount Objection must be filed with the Court by June 29, 2018 at 4:00 p.m. (PET). The Debtors will (a) within 48 hours of receipt of a Qualified Bid from a Bidder (other than the Stalking Horse Bidder) and (b) with respect to the Stalking Horse Bidder, by no later than June 22, 2018. The Assumption Objection Deadline is June 29, 2018 (PET). The Debtors ask the Court to approve the assumption and assignment of the Assigned Contracts. To the extent necessary, they will present facts at the Sale Hearing to show the financial wherewithal, willingness and ability of the Successful Bidder to perform under the Proposed Assumed Contracts. Given the lack of prejudice to any party, the Debtors respectfully ask that the Bidding Procedures Order, the Sale Order, and any order authorizing the assumption and assignment of a Proposed Assumed Contract in connection with the Sale be effective immediately upon entry and that the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) be waived. The Purchaser: AMOBEE, INC. 10201 Wateridge Circle, Suite 400 San Diego, CA 92121 Attn: Amobee Legal Facsimile: (619) 374-7119 E-mail: jharril1@amobee. com - and - SINGAPORE TELECOMMUNICATIONS LTD. 31 Exeter Road #18-00 Comcentre Singapore 239732 Attn: CEO, Group Digital Life and General Counsel Facsimile: (+65) 6738-3769 (+65) 6737-3691 The Purchaser is represented by: Lawrence M. Chu, Esq. Gregory W. Fox, Esq. Alessandra L. Simons, Esq. GOODWIN PROCTER LLP 3 Embarcadero Center, 28th Floor San Francisco, CA 94111 Facsimile: (650) 471-6098 E-mail: lawchu@goodwinlaw.com asimons@goodwinlaw.com gfox@goodwinlaw.com About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. VINCENT HAMILTON: Trustee Needed to Administer Jackpot Proceeds --------------------------------------------------------------- The U.S. Trustee requests the U.S. Bankruptcy Court for the Western District of Wisconsin for authority to appoint a chapter 11 trustee for Vincent G. Hamilton and Linda L. Hamilton. On February 18, 2018, joint debtor Vincent Hamilton won a jackpot of $1,185,706 on a slot machine at Ho Chunk gaming. The U.S. Trustee asserts that the jackpot is property of the bankruptcy estate pursuant to Section 1115(a). Mr. Hamilton received a portion of the jackpot ($45,604) at the time of his win. According to a letter from the jackpot administrator (IGT), the balance of the jackpot was payable in 25 equal annual installments of $45,604, but Mr. Hamilton had the option, until April 18, 2018, to receive the balance in a single cash payment in the amount of $676,226. As debtors in possession, the U.S. Trustee argues that the Debtors had a duty to promptly disclose the jackpot to the Court and parties in interest, and had a duty to seek permission from the Court before declining to receive the jackpot in a single cash payment. On April 16, 2018, without disclosing the jackpot, and without permission from the Court, Mr. Hamilton signed a form whereby he purported to decline to receive the jackpot in a discounted single cash payment. The U.S. Trustee believes that Mr. Hamilton declined to receive the jackpot in a single cash payment in an attempt to minimize the proceeds that would be available to the bankruptcy estate for distribution to creditors. The U.S. Trustee argues that the Debtors' failure to timely disclose the jackpot, and failure to seek permission from the Court to decline to receive the jackpot proceeds in a single cash payment constitutes "gross mismanagement of the affairs of the debtor" and constitutes cause for appointment of a chapter 11 trustee. In addition, the Debtors repeatedly have failed to comply with orders of the Court in this case as described in the U.S. Trustee's motion to convert or dismiss this case -- which constitutes additional cause for appointment of a chapter 11 trustee. The U.S. Trustee contends that Mr. Hamilton deposited the first installment of the jackpot proceeds ($45,604) into a debtor in possession account. During a hearing on April 24, 2018, the Court found that those funds were not received in the ordinary course, and ordered that those funds not be disbursed. However, it now appears that the Debtors disbursed all of those funds prior to the hearing. To the extent that the Debtors disbursed the jackpot proceeds without permission from the Court, the U.S. Trustee asserts that the Debtors engaged in gross mismanagement. Thus, a chapter 11 trustee is needed in order to recover and administer the jackpot proceeds in the best interests of creditors and the estate. Vincent G. Hamilton and Linda L. Hamilton filed their bankruptcy case under chapter 7 (Bankr. W.D. Wis. Case No. 15-12496) on July 8, 2015. On March 4, 2016, this case was converted to chapter 11 on Debtors' motion. The Debtors currently are chapter 11 debtors in possession. VISTULA DEVELOPMENT: Case Summary & 5 Unsecured Creditors --------------------------------------------------------- Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Vistula Development, Incorporated 18-15604 955 Lively Boulevard Wood Dale, IL 60191 Kozyra Holdings, LLC - 955 Lively LLC 18-15605 955 Lively Boulevard Wood Dale, IL 60191 Business Description: Vistula Development and Kozyra Holdings, LLC are lessors of real estate that are based in Wood Dale, Illinois. Vistula Development's principal assets are located at 9815 Leland Ave., Schiller Park, IL 60176. The Debtors are affiliates of Markpol Distributors, Inc., which sought bankruptcy protection on March 2, 2018 (Bankr. N.D. Ill. Case No. 18-06105). Chapter 11 Petition Date: May 30, 2018 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judges: Hon. Janet S. Baer (18-15604) Hon. Benjamin A. Goldgar (18-15605) Debtors' Counsel: Shelly A. DeRousse, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: 312-360-6315 Fax: 312-360-6520 E-mail: sderousse@freeborn.com Assets and Liabilities: Estimated Estimated Assets Liabilities ----------- ----------- Vistula Development $1 mil.-$10 million $1 mil.-$10 million Kozyra Holdings, LLC $1 mil.-$10 million $1 mil.-$10 million The petitions were signed by Mark Kozyra, CEO. A full-text copy of Vistula Development's petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb18-15604.pdf A full-text copy of Kozyra Holdings, LLC's petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb18-15605.pdf WHIPPANY FITNESS: Hires Scura Wigfield Heyer as Attorney -------------------------------------------------------- Whippany Fitness, LLC, seeks approval from the U.S. Bankruptcy Court for the District of New Jersey (Newark) to hire Scura, Wigfield, Heyer & Stevens, LLP, as attorney to provide legal representation with the Chapter 11 bankruptcy proceedings. Professional services to be rendered by Scura Wigfield are: a. give advice to the Debtor regarding its powers and duties as Debtor in the operation of its business; b. represent the Debtor in bankruptcy matters and potential adversary proceedings; and c. perform all legal services which may be necessary. Scura Wigfield's hourly rates are: Partners $475 Associates $375 Paralegals $175 John J. Scura, III, attorney at Scura, Wigfield, Heyer & Stevens, LLP, attests that his firm does not hold or represent an adverse interest to the estate, is a disinterested person under 11 U.S.C. Sec. 101(14), and does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which it will be retained under 11 U.S.C. Sec. 327(e). The counsel can be reached through: John J. Scura, III Scura, Wigfield, Heyer & Stevens, LLP 1599 Hamburg Turnpike PO Box 2031 Wayne, NJ 07470 Phone: (973) 696-8391 Email: jscura@scuramealey.com About Whippany Fitness Whippany Fitness, LLC, d/b/a Powerhouse Gym of Whippany, NJ, is a state of the art facility that offers the best in workout equipment, classes, personal training, and so much more including a smoothie bar and group fitness classes. Whippany Fitness filed a Chapter 11 petition (Bankr. D.N.J. Case no. 18-20076) on May 17, 2018, listing under $1 million both in assets and liabilities. The case is assigned to Judge Stacey L. Meisel. John J. Scura, III at Scura, Wigfield, Heyer & Stevens, LLP, is the Debtor's counsel. [^] BOOK REVIEW: Dynamics of Institutional Change ------------------------------------------------- Authors: Milton Greenblatt, Myron Sharaf, and Evelyn M. Stone Publisher: Beard Books Softcover: 288 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at https://is.gd/Ry3h2h Like many other private-sector and public institutions in modern society, hospitals are regularly undergoing change. The three authors of this volume have been leaders in change at Boston State Hospital, a large public mental hospital that serves as the test case for the experienced advice and hard-earned lessons found in this work. With their academic and professional backgrounds, the three authors combined offer an incomparable fund of knowledge and experience for the reader. In keeping with their positions, they focus on the position and the role of the leaders of institutional change. They do not recommend any particular choices, direction, or outcome. They do not presume to know what is the best for all institutions, or to understand the culture, realities, goals, or values of all institutions. They do not even presume to know what is best or desirable for hospitals, the institution with which they are most familiar. Instead, the authors direct their attention to "the problems hampering change and the gains and losses of one or another strategy of change." In relation to this, they are "more concerned with the study of process than with outcome." By not recommending specific policies or arguing for specific values or goals, the authors make their book relevant to all institutions involved in change, but particularly public-health institutions. All of the subjects are dealt with from the perspective of top executives and administrators. Among the subjects taken up are not only the staff and structure of the institution, specifically the medical institution, but also consultants, volunteers, local communities, and state and federal government agencies. The detail given to each subject goes beyond the administrator's relationship to it to discussion concerning the relationship of lower-level employees with the subject. This relationship of lower-level employees has everything to do with how change occurs within the institution, and often whether it occurs. The authors go into such detail because they understand that the performance and goals of top administrators are affected by everything that goes on within their institution, and often by much that goes on outside of it. For example, the authors begin the subject of volunteers by defining three types of volunteers: volunteers from organizations, student or independent volunteers, and government-appointed or statutory volunteers. Volunteers of whatever type can cause anxiety, resistance, and even resentment among regular staff of an institution. Volunteers are not simply "free help," but require administration, training, and oversight - which can distract regular employees from work they consider more important and interesting, and use up departments' resources. The transitional nature of volunteers, their ignorance of institutional and occupational concerns of the regular staff, and their lack of professionalism can cause disruptions and personnel problems in parts of an institution. The authors advise the top administrators, "The intrusive evangelism of student volunteers can be threatening not only to professional supervisors, but to the entire hospital staff as well, from the attendant to the top administrator." While recognizing the problems which may be caused by volunteers, especially younger ones, the authors point out the worth of volunteers to the hospital despite the potential problems they bring. Overall, the different types of volunteers "improve the physical and social environment" of the workplace, "make direct and beneficial contacts with chronic patients," and often "establish true innovations." After discussing the pros and cons of volunteers and providing detailed guidance on how to manage volunteers so as to minimize potential problems, the authors advise the administrator and his or her staff how to regard volunteers. "Both staff and administrator must constantly keep in mind that volunteers are not personally helping them [word in italics in original], but are helping the patients or the community." Along with the technical management and administrative guidance, such counsel is clearly relevant and important in keeping perspective on the matter of volunteers. The treatment of volunteers in a medical institution exemplifies the comprehensive, empathetic, and experienced treatment of all the subjects. Personnel -- whether professional, clerical, service, or volunteer -- is obviously a major concern of any institution and change in it. The structure of an institution is another crucial concern. This is addressed under the heading "decentralization through unitization." In the context of a large public medical facility, decentralization "involves breaking up the institution into semiautonomous units . . . ; each of which is like a small community health center in that it is responsible for serving a specific part of the community." As with the subject of volunteers, the authors treat this subject of the structure of the institution by examining its various sides, discussing related personnel and administrative matters, relating instructive anecdotes from their own experience, and in the end, offering relevant and practical advice and actions whose sense is apparent to the reader by this point. Recognizing that the authors have faced many of the same situations, decisions, pressures, challenges, and aims as they have, top hospital and public-health administrators will no doubt adopt many of the authors' recommendations for managing the process of change. The content of the book as well as its style (which is obviously meant to be helpful, sympathetic, and realistic) offers the reader not only resolutions, but also encouragement. The top hospital administrators and their staffs, who are the main audience for "Dynamics of Institutional Change," will not find a better study and handbook to help them through the changes their institutions are being called upon to undergo to deal with the health concerns and problems of today's society. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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