/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180619.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 19, 2018, Vol. 22, No. 169 Headlines 2 BROTHERS TRANSPORT: Unsecured Creditors to be Paid $23,250 21 THE SERPENTINE: U.S. Trustee Unable to Appoint Committee 47 HOPS: Seeks Sept. 30 Exclusivity Period Extension 513 UNION: Voluntary Chapter 11 Case Summary ALPHATEC HOLDINGS: Stonepine Reports 6.2% Stake as of May 18 AMBOY GROUP: Exclusive Plan Filing Period Extended Until July 23 AMERICAN AIRLINES: O'Melveny Obtains Summary Judgment in Pilot Case AMERICAN HOLLOW: Case Summary & 20 Largest Unsecured Creditors AMSTAR EMERGENCY: Bankr. Administrator Objects to Plan Disclosures AMSTAR EMERGENCY: Unsecureds to Get Paid in Full in 96 Months ANTHONY M. MONTEMURRO: Court Awards WIG $112K of Allowed Claim ANTHONY M. MONTEMURRO: WIG Lawyers Awarded Final Compensation BG 1 LAZZARA: U.S. Trustee Unable to Appoint Committee BLACKBOARD INC: S&P Lowers CCR to 'CCC+', Outlook Stable BLUE RIDGE: Permitted to Use Cash Collateral Until Aug. 31 BLUE RIDGE: Taps Watts Group Inc as Accountant BNEVMA LLC: U.S. Trustee Unable to Appoint Committee BOLDER ENTERPRISES: U.S. Trustee Forms 3-Member Creditors' Panel BURLINGTON COAT: Moody's Hikes CFR to Ba1, Outlook Stable CAMPBELLTON-GRACEVILLE: Physicians Stat Leaves Committee CANDLE CONNECTION: Seeks Approval of Cash Collateral Agreement CARL WEBER: Exclusive Period to File Plan Extended to July 17 CASTLE ARCH: W. Davidson Waived Right to Arbitrate, 10th Cir. Rules CDS GROUP: S&P Alters Outlook to Negative & Affirms 'B' CCR CDS US: Moody's Affirms B2 CFR & Alters Outlook to Negative CELLECTAR BIOSCIENCES: Will Sell $10 Million Worth of Securities CENTRAL CARDIOVASCULAR: U.S. Trustee Unable to Appoint Committee CMS FLORAL GALLERY: U.S. Trustee Unable to Appoint Committee COLOR SPOT: U.S. Trustee Forms 7-Member Creditors' Panel COLORADO EDUCATIONAL: S&P Alters Outlook to Positive on 2013 Bonds COLORADO EDUCATIONAL: S&P Raises Rating on 2008/2013 Bonds to 'BB+' CONIFER VETERINARY: Unsecureds to Recoup 100% Over Five Years COPSYNC INC: Seeks Aug. 27 Plan Confirmation Extension DEMERX INC: U.S. Trustee Unable to Appoint Committee DIFFUSION PHARMACEUTICALS: All 4 Proposals Okayed at Annual Meeting DIGIDEAL CORP: Taps Jim's Transfer Inc as Moving Company DURON SYSTEMS: Plan Discloses Possible Sale of Assets and Stocks ENSEQUENCE INC: Judge Extends Exclusive Filing Period to July 29 ENSEQUENCE INC: Needs Time to Develop Alternative Exit Strategy ETCHER FARMS: Taps Genske Mulder & Co LLP as Tax Accountant EYEMART EXPRESS: S&P Alters Outlook to Stable & Affirms 'B' CCR FIBRANT LLC: Judge Extends Exclusive Plan Filing Period to Oct. 21 FOOD FOR HEALTH: U.S. Trustee Forms 3-Member Committee FORASTERO INC: U.S. Trustee Unable to Appoint Committee FURNITURE FACTORY: Seeks Continued Authority to Use Cash Collateral GIGA-TRONICS INC: Appoints New Chief Technology Officer GIVE & GO: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable GLASGOW EQUIPMENT: Seeks July 14 Exclusive Filing Period Extension GLENDALE VALLEY: Moody's Rates 2018 $7.12MM Sewer & Water Bonds Ba1 GLOBAL EAGLE: S&P Assigns B- Corp. Credit Rating, Outlook Negative GMB LIGHTING: U.S. Trustee Unable to Appoint Creditors' Committee GREGORY JOHN TE VELDE: Dari Tech, Conway Hay Join Committee HEAVENLY COUTURE: U.S. Trustee Forms 3-Member Committee HERALD OF HARVEST: U.S. Trustee Unable to Appoint Committee HIGH STAKES HOSPITALITY: Hires Michael J. McCrystal as Attorney HIGHLAND COUNTRY CLUB: City of Attleboro Buying Lot for $3M HN3 LLC: U.S. Trustee Unable to Appoint Committee HOG SNAPPERS: U.S. Trustee Unable to Appoint Committee HOLLY RIDGE: Disclosure Statement Hearing Set for June 19 HOUSE OF FLOORS: Taps Moss Krusick & Associates LLC as Accountant IGLESIA CASA DE ADORACION: Case Summary & 3 Unsecured Creditors IRASEL SAND: Plan Outline Okayed, Plan Hearing on June 27 ISTAR INC: S&P Assigns 'BB-' Debt Rating on $650MM Loan Due 2023 JKI IV: Hires Bielli & Klauder LLC as Attorney JONES ENERGY: Chairman Owns 11.4% of Class A Shares L S R INC: U.S. Trustee Unable to Appoint Committee LOFTS ON THE PARK: U.S. Trustee Unable to Appoint Committee LRJ GLOBAL: Plan Outline Okayed, Plan Hearing on June 21 MAGNOLIA PETROLEUM: Signs Agreement to Sell Wells in North Dakota MARANATHA EVANGEL: Unsecureds to Get 3.22% Under Plan MARK A. WITASCHEK: Amended Bid to Reopen Chapter 11 Case Tossed MAURICE SPORTING: Delays Plan to Continue Winding Down Process MEDIMPACT HOLDINGS: S&P Affirms 'B+' CCR, Outlook Remains Stable MORGAN'S MAIDS: Unsecureds to be Paid $3K Under Exit Plan OPTIMIZED LEASING: Exclusive Plan Filing Period Moved to July 6 ORBITAL ATK: Moody's Confirms Ba3 Notes Rating, Outlook Stable PEN INC: Incurs $687,000 Net Loss in 2017 PERFORMANCE FOOD: Moody's Affirms Ba3 CFR & Alters Outlook to Pos. PINKTOE TARANTULA: Seeks Sept. 17 Exclusive Plan Period Extension PLAYHUT INC: Taps Armory Consulting as Financial Advisor POP'S PAINTING: Taps Nperspective Advisory as Financial Advisor POP'S PAINTING: Taps Stichter, Riedel, Blain & Postler as Counsel PRECIPIO INC: Adjourns Annual Meeting of Shareholders to July 6 PRINCETON ALTERNATIVE: Delays Plan for Conclusion of Arbitration PRODUCTION PATTERN: Has Until Sept. 15 to Exclusively File Plan PROTEA BIOSCIENCES: Seeks 90-Day Exclusive Periods Extension PUGLIA ENGINEERING: Princess Cruise Lines Resigns from Committee PURE AGROBUSINESS: Taps Bold Legal LLC as Special Counsel QUANTUM CORP: Delays Form 10-K Filing Amid Audit Investigation R.J. REAL ESTATE: Case Summary & 5 Unsecured Creditors RADIOLOGY PARTNERS: Moody's Assigns 'B3' CFR, Outlook Stable RADIOLOGY PARTNERS: S&P Gives B Corp. Credit Rating, Outlook Stable REMARKABLE HEALTHCARE: Seeks October 10 Exclusive Period Extension ROCKPORT CO: Committee Taps Whiteford Taylor as Delaware Counsel ROCKPORT COMPANY: Committe Taps Cooley LLP as Lead Counsel ROCKPORT COMPANY: Committee Taps Province Inc as Financial Advisor RUNWAY LAND: Hires Michael J. McCrystal as Attorney SAVAGE ENTERPRISES: Moody's Assigns 'B1' CFR & Term Loan B Rating SAVAGE ENTERPRISES: S&P Assigns 'B+' CCR, Outlook Stable SCOTTISH HOLDINGS: Exclusive Plan Filing Period Moved to Sept. 25 SCREENVISION LLC: S&P Assigns B Corp. Credit Rating, Outlook Stable SK GLOBAL: Hires Goldberg Weprin as Bankruptcy Counsel STONE CONNECTION: Wants to Move Solicitation Deadline to Oct. 26 SUNNY OCEAN: Hires Joel M. Aresty as Attorney SUNSHINE DAIRY: Taps Fisher & Phillips LLP as Special Counsel TALLGRASS ENERGY: S&P Affirms 'BB+' CCR & Alters Outlook to Pos. TE 2000: U.S. Trustee Unable to Appoint Creditors' Committee THINK TRADING: Taps Kutak Rock LLP as Special Counsel TNT C&P INVESTMENTS: U.S. Trustee Unable to Appoint Committee TOYS R US: To Discuss Deal with Lenders, Vendors at June 25 Hearing TREEHOUSE FOODS: Moody's Cuts CFR to Ba3 & Sr. Unsec. Rating to B2 TRUESPEC ENERGY: U.S. Trustee Unable to Appoint Committee UNITED DISTRIBUTION: Moody's Reviews Caa1 CFR for Downgrade UNITED REFINING: S&P Withdraws B+' Corporate Credit Rating USG CORP: Moody's Puts Ba1 CFR under Review for Downgrade USG CORP: S&P Puts 'BB+' Corp Credit Rating on Watch Developing VIDANGEL INC: Exclusive Plan Filing Deadline Moved to Oct. 15 VINCE'S BLACK: Files Chapter 11 Plan of Liquidation W W CONSTRUCTION: Seeks June 29 Plan Exclusivity Period Extension WALLER MARINE: Plan Funded by Sale Proceeds, Sampson Contribution WOOTON GROUP: Wants to Move Exclusive Plan Filing Period to Dec. 13 [*] Fitch Group to Acquire Fulcrum Financial Data [^] Large Companies with Insolvent Balance Sheet ********* 2 BROTHERS TRANSPORT: Unsecured Creditors to be Paid $23,250 ------------------------------------------------------------ Unsecured creditors of 2 Brothers Transport, LLC will be paid $23,250 under the company's proposed plan to exit Chapter 11 protection. The restructuring plan will provide a pool of $23,250 to be paid pro-rata to creditors holding Class 4 unsecured claims. Payments will begin on or following the first day of the month after 24 months following the effective date of the plan. 2 Brothers intends to continue its business operations to fund the payments proposed in the plan. The company demonstrated through its monthly operating reports that it will have sufficient funds to pay the proposed payments, according to its disclosure statement filed with the U.S. Bankruptcy Court for the Middle District of Tennessee. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/tnmb17-04962-87.pdf About 2 Brothers Transport LLC 2 Brothers Transport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-04962) on July 21, 2017, disclosing less than $1 million in both assets and liabilities. Judge Charles M. Walker presides over the case. The Debtor is represented by Gray Waldron, Esq., at Niarhos & Waldron, PLC. 21 THE SERPENTINE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 21 The Serpentine Roslyn NY LLC. About 21 The Serpentine Roslyn NY LLC Based in Miami, Florida, realtor 21 The Serpentine Roslyn NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14407) on April 16, 2018, listing under $1 million in both assets and liabilities. The case is assigned to Judge Robert A Mark. The Debtor is represented by Joel M. Aresty, Esq. at Joel M. Aresty, P.A. 47 HOPS: Seeks Sept. 30 Exclusivity Period Extension ---------------------------------------------------- 47 Hops, LLC requests the U.S. Bankruptcy Court for the Eastern District of Washington extend the 180-day Exclusivity Period for filing a plan that has been accepted by each class of claims or interests that is impaired under the plan from June 28, 2018 to Sept. 30, 2018. On Jan. 12, 2018, the Debtor filed its Disclosure Statement and Chapter 11 Plan of Reorganization, and a confirmation hearing on the Debtor's Plan is scheduled for June 28, 2018. The Debtor contends that it should be granted an extension of the Exclusivity Period to September 30, 2018, to continue good-faith negotiations should the Debtor's Plan not be confirmed on June 28, 2018. The Debtor asserts that it should be allowed to continue in exclusivity to work on resolving those obstacles to confirmation in the event of direction from the Court on issues to be resolved or addressed. The Debtor is working in good faith towards reorganization as: (a) it has agreed to the appointment of an examiner; (b) provided additional collateral to Columbia Bank; and (c) it has been and will continue negotiating in good faith with its creditors and the UCC to confirm a plan that maximizes the value of the Debtor's estate and maximizes the recovery for all creditors. The Debtor contends that it has also been paying its post-petition obligations as they become due and has been meeting its bankruptcy filing and financial reporting obligations. The Debtor admits that it is not a large debtor with an extremely complex financial structure. The Debtor claims that is not grossly mismanaged, nor are there any fundamental reorganization matters to resolve. The Debtor moved in good faith to extend the time for assumption of related party leases to September 4, 2018, so as not to prematurely create possible administrative claims. About 47 Hops LLC Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. In the petition signed by Douglas MacKinnon, its president, the Debtor disclosed $4.3 million in assets and $7.45 million in liabilities. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. A committee of unsecured creditors was appointed on Sept. 7, 2017. The official committee of unsecured creditors tapped Cairncross & Hempelmann, P.S., as counsel. On Oct. 4, 2017, the Court entered an order approving the appointment of a Chapter 11 Examiner. Marcia A. Frey, the examiner of 47 Hops LLC, hired Hillis Clark Martin & Peterson P.S., as counsel. 513 UNION: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 513 Union LLC 21 Robert Pitt Drive, Suite 214 Monsey, NY 10977 Business Description: 513 Union LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 15, 2018 Case No.: 18-22927 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Hanh V. Huynh, Esq. RUBIN LLC 345 Seventh Avenue, 21st Floor New York, NY 10001 Tel: 212-390-8272 Fax: 212-390-8273 Email: hhuynh@rubinlawllc.com - and - Paul Rubin, Esq. RUBIN LLC 345 Seventh Avenue, 21st Floor New York, NY 10001 Tel: (212) 390-8054 Fax: (212) 390-8064 Email: prubin@rubinlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joel Waldman, member. The Debtor failed to incorporate in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb18-22927.pdf ALPHATEC HOLDINGS: Stonepine Reports 6.2% Stake as of May 18 ------------------------------------------------------------ Stonepine Capital Management, LLC, Stonepine Capital, L.P., Jon M. Plexico and Timothy P. Lynch disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of May 18, 2018, they beneficially own 1,733,534 shares of common stock of Alphatec Holdings, Inc., which represents 6.2 percent of the shares outstanding. Stonepine Capital Management is the general partner and investment adviser of investment funds, including Stonepine Capital, L.P. Mr. Plexico and Mr. Lynch are the control persons of the General Partner. The reporting persons filed the Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each Filer also disclaims beneficial ownership of the Stock except to the extent of that person's pecuniary interest. The Partnership holds the Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. A full-text copy of the regulatory filing is available at: https://is.gd/1hl2Fx About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiary Alphatec Spine, Inc. -- http://www.atecspine.com/-- is a medical device company that designs, develops, and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. Alphatec incurred a net loss of $2.29 million in 2017 following a net loss of $29.92 million in 2016. As of March 31, 2018, Alphatec Holdings had $143.33 million in total assets, $34.49 million in total current liabilities, $53.66 million in total long-term liabilities, $23.60 million in redeemable preferred stock and $31.57 million in stockholders' equity. AMBOY GROUP: Exclusive Plan Filing Period Extended Until July 23 ---------------------------------------------------------------- The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey, at the behest of Amboy Group, LLC, and CLU Amboy, LLC, has extended Debtors' exclusive period for filing a plan of reorganization through and including July 23, 2018, as well as Debtors' exclusive period for soliciting acceptances of a plan through and including September 21, 2018. The Troubled Company Reporter has previously reported that the Debtors sought extension of the exclusivity period for solely legitimate reasons. First, the Debtors are working on a potential plan of reorganization. Second, the Debtors have received ample amount of interest in purchase of the building in which the Debtors operate from and/or to provide additional financing for operations. As such, the Debtors intended to use any additional time to complete their due diligence efforts, finalize negotiations with prospective purchasers and subsequently submit a viable, good faith plan of reorganization. Through this process, the Debtors will seek a result that will be fair, equitable, and transparent to all of his creditors. About Amboy Group Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet, d/b/a Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/ distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle presides over the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. AMERICAN AIRLINES: O'Melveny Obtains Summary Judgment in Pilot Case ------------------------------------------------------------------- On Tuesday, June 12th, O'Melveny achieved a significant victory for American Airlines when a New York bankruptcy judge granted summary judgment to American in a lawsuit filed by a class of former TWA pilots challenging American Airlines' pilot seniority list. Following American's 2001 acquisition of TWA, the former TWA pilots were integrated into the American pilot seniority list but did not receive full credit for their time at TWA. They were, however, awarded certain protections to allow them to maintain their positions at the St. Louis base, the location of the headquarters of TWA. After American filed for bankruptcy, the Bankruptcy Court for the Southern District of New York permitted American and its pilots union, the Allied Pilots Association (APA), to reject their collective bargaining agreement, including the protections for TWA pilots. As a result, American and APA agreed to participate in an interest arbitration to establish non-economic protections for the former TWA pilots, but also agreed that the arbitration panel could not modify the pilot seniority list. The arbitration took place in 2013, and the former TWA pilots have filed three class action lawsuits against American and APA challenging the manner in which the interest arbitration was conducted and the results of the arbitration. Last year, on April 14, 2017, the Bankruptcy Court granted motions to dismiss filed by American and APA in one of the three class actions (Adversary Proceeding No. 14-01920-SHL), in which the plaintiffs complained that APA breached its duty of fair representation by agreeing to maintain the seniority list without the protections for TWA pilots, and that American colluded in that breach. Most recently, on June 12, 2018, the Bankruptcy Court granted motions for summary judgment filed by American and APA in another one of the class actions, Adversary Proceeding No. 13-01283-SHL, in a detailed 60-page opinion rejecting each of the plaintiffs' arguments. The plaintiffs claimed that APA breached its duty of fair representation in connection with the conduct of the arbitration, specifically in the manner in which the arbitrators, the members of the committees that represented the pilot groups, and the attorneys for those committees were selected, and because APA objected to the position taken by the former TWA pilots in that arbitration. The plaintiffs also alleged that American colluded with APA in that breach. The Bankruptcy Court held that a reasonable juror could not find that APA breached its duty and that the plaintiffs "have also failed to present an issue for trial with respect to their collusion claim against American given the failure of their breach of fiduciary duty against APA and because there is not affirmative action that would constitute collusion by American under applicable law." In so holding, the decision adopts a strenuous standard that plaintiffs must satisfy to prevail in collusion claims, making it yet another in a line of cases around the country defended by O'Melveny that sets forth this standard. Indeed, this strenuous standard for collusion claims has been developed almost exclusively in cases that O'Melveny has handled around the country for airlines beginning with a case against United Airlines in 1991. O'Melveny counsel Sloane Ackerman (NY) took the lead on the winning brief, and partner Mark Robertson (NY) argued the motion for summary judgment. The O'Melveny team also included partner Robert Siegel (LA), associate Stephanie Drotar (NY), and case manager Andrew Eveleth (DC). About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, as special counsel; Rothschild Inc., as financial advisor; and Garden City Group Inc. as claims and notice agent. The Official Committee of Unsecured Creditors retained Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Togut, Segal & Segal LLP as co-counsel for conflicts and other matters; Moelis & Company LLC as investment banker; and Mesirow Financial Consulting, LLC, as financial advisor. AMR Corp., emerged from Chapter 11 bankruptcy protection on Dec. 9, 2013, upon which it merged with US Airways Group. The combination of American Airlines and US Airways will result in the largest U.S. airline, with the leading share of traffic along the East Coast and Central U.S. regions. AMERICAN HOLLOW: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: American Hollow Boring Company P.O. Box 338 Erie, PA 16512-0338 Business Description: Founded in 1918, American Hollow Boring Company -- http://www.amhollow.com-- provides deep hole drilling, trepanning, honing, and machining services. The company operates out of a 60,000 sq ft. manufacturing facility in Erie, Pennsylvania. The company serves the aerospace, chemical/oil and gas, forging, industrial/manufacturing, metals, machine shops, military, and nuclear/power generation industries. Chapter 11 Petition Date: June 15, 2018 Case No.: 18-10597 Court: United States Bankruptcy Court Western District of Pennsylvania (Erie) Judge: Hon. Thomas P. Agresti Debtor's Counsel: Guy C. Fustine, Esq. KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 Tel: 814-459-2800 Email: mwernick@kmgslaw.com gfustine@kmgslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Aimee Gevirtz, secretary/treasurer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb18-10597.pdf AMSTAR EMERGENCY: Bankr. Administrator Objects to Plan Disclosures ------------------------------------------------------------------ Mark S. Zimlich, United States Bankruptcy Administrator for the Southern District of Alabama, objects to the approval of the disclosure statement filed by Amstar Emergency Medical Services, Inc., on February 16, 2018. The Bankruptcy Administrator complains that the disclosure statement does not contain adequate information and the debtor is a corporation but references to ownership and management appear to relate to a limited liability company. Further, the disclosure statement should also seth forth the anticipated stock ownership, officers and directors and their compensation. The objection is filed by the Bankruptcy Administrator and is represented by W. Alexander Gray Jr., Esq. About Amstar Emergency Medical Services Amstar Emergency Medical Services Inc., based in Linden, Alabama, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-03037) on Aug. 14, 2017. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Kevin Horne, president. Lee R. Benton, Esq., and Samuel Stephens, Esq., at Benton & Centeno, LLP, serve as the Debtor's bankruptcy counsel. AMSTAR EMERGENCY: Unsecureds to Get Paid in Full in 96 Months ------------------------------------------------------------- Amstar Emergency Medical Services, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Alabama an amended disclosure statement and a plan. Under the plan, holders of allowed secured class 3 claims have agreed to during the course of the case to adequate protection payments. Debtor will continue the payments on a monthly basis from gross revenues of the business until such claims are paid in full. Holders of allowed class 3 claims will not receive distributions from available funds. The Debtor estimates that the total amount of General Unsecured Claims, classified in Class 4, is approximately $508,056.40, which amount may be increased or decreased based on claim contests. Unless such holder agrees to other treatment, each holder of an allowed class 4 unsecured claims will be paid a pro-rata distribution in cash from the available funds after all allowed administrative expenses claims, priority tax claims and allowed secured claims receive the treatment they are entitled to under the Plan, to the extent funds are available, and until such claims are paid in full. The Debtor anticipates holders of Class 4 claims to start receiving distributions approximately 60 months after the effective date and these claims will be paid in full within 96 months. The Debtor proposes to make distributions from Available Funds, defined to allow the Debtor to accumulate and reserve $50,000 from the operations of its business as a cash reserve on which the business can draw to pay both anticipated and unanticipated ordinary course expenses. All funds in excess of the $50,000 reserve would be seggregated into a separate account for accumulated Available Funds. The Debtor also plans to maker and sell its interest in the prepetition Accounts Receivable, and several older non-operational ambulances. The Debtor estimates its prepetition accounts receivables, after discounting for age and collectability, are worth approximately $750,000. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/alsb17-03037-162.pdf About Amstar Emergency Medical Services Amstar Emergency Medical Services Inc., based in Linden, Alabama, filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 17-03037) on Aug. 14, 2017. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Kevin Horne, president. Lee R. Benton, Esq., and Samuel Stephens, Esq., at Benton & Centeno, LLP, serve as the Debtor's bankruptcy counsel. The U.S. Bankruptcy Court for the Southern District of Alabama ordered the appointment of an official committee of unsecured creditors in the Chapter 11 case of Amstar Emergency Medical Services, Inc. ANTHONY M. MONTEMURRO: Court Awards WIG $112K of Allowed Claim -------------------------------------------------------------- Bankruptcy Judge Timothy A. Barnes issues his findings of fact and conclusions of law in support of order awarding to Walden Investment Group prepetition receiver for debtors, for allowance of administrative claim and payment of final compensation and reimbursement of expenses for receivership services. The total listed is an allowed claim under 11 U.S.C. section 503(b)(3)(E). Total Fees Requested: $ 20,262.50 Total Costs Requested: $ 96,821.68 Total Fees Reduced: $ 3,154.50 Total costs Reduced: $ 1,486.74 Total Fees Allowed: $ 17,108.00 Total Costs Allowed: $ 95,344.94 Total Fees and Costs allowed: $ 112,452.94 The total of disallowed amounts for unreasonable time is $1,630. The Court denies the allowance in part of compensation for the indicated task(s) since the professional or paraprofessional expended an unreasonable amount of time on the task(s) in light of the nature of the task(s), the experience and knowledge of the professional performing the task(s), and the amount of time previously expended by the professional or another on the task(s). The total of disallowed amounts for lumping is $717 (10% of affected entries). The Court may impose a 10% penalty on entries that appear to be "lumping." The Court will reduce each entry marked as such per the penalty. Total of disallowed amounts for overhead costs is $661.38. The Court denies reimbursement for fees or expenses that are overhead costs. Expenses which are overhead are not compensable because they are built into the hourly rate. The bankruptcy case is in re: ANTHONY M. MONTEMURRO, VIRGINIA J. MONTEMURRO, Chapter 11, Debtors, Case No. 17bk10230 (Bankr. N.D. Ill.). A copy of the Court's Findings dated May 16, 2018 is available at https://bit.ly/2JMEQ7q from Leagle.com. Anthony M. Montemurro & Virginia J. Montemurro, Debtors, represented by Scott R. Clar -- sclar@craneheyman.com -- Crane, Simon, Clar & Dan & Jeffrey C. Dan -- jdan@craneyheyman.com -- Crane, Simon, Clar & Dan. Anthony M. Montemurro and Virginia J. Montemurro filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-10230) on March 31, 2017 and are represented by Scott R. Clar, Esq. of Crane Heyman Simon Welch & Clar. ANTHONY M. MONTEMURRO: WIG Lawyers Awarded Final Compensation ------------------------------------------------------------- Bankruptcy Judge Timothy A. Barnes issues his findings of fact and conclusions of law in support of order awarding to attorneys for Walden Investment Group LLC for allowance and payment of final compensation and reimbursement of expenses. The Court awards Stephen Peck $10,968.75 for compensation and $258 for expenses. Total of disallowed amounts (10% of affected time entries) is $1,218.75. The court may impose a 10% penalty for using improper time increments for billing. This penalty will be imposed where time increments larger than one-tenth of an hour are being used. For example, applicants who bill time using quarter-hour increments risk the 10% penalty. The Court awards Golan Christie $29,131,95 for compensation. Total of disallowed amounts is $1,740 for duplication of services. The Court denies the allowance of compensation for services that duplicate those of another professional or paraprofessional. Reduction in fees is warranted if multiple attorneys from the same firm appear in court on a motion or argument or for a conference unless counsel adequately demonstrates that each attorney present contributed in some meaningful way. The Court awards Robert Boron $0 for compensation. In this case, the application and the time entries provided no clarification for Mr. Boron's participation in the case and thus his efforts were seen as duplicative. The bankruptcy case is in re: ANTHONY M. MONTEMURRO, VIRGINIA J. MONTEMURRO, Chapter 11, Debtors, Case No. 17bk10230 (Bankr. N.D. Ill.). A full-text copy of the Court's Findings dated May 16, 2018 is available at https://bit.ly/2l4aD5L from Leagle.com. Anthony M. Montemurro & Virginia J. Montemurro, Debtors, represented by Scott R. Clar -- sclar@craneheyman.com -- Crane, Simon, Clar & Dan & Jeffrey C. Dan -- jdan@craneyheyman.com -- Crane, Simon, Clar & Dan. Anthony M. Montemurro and Virginia J. Montemurro filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-10230) on March 31, 2017 and are represented by Scott R. Clar, Esq. of Crane Heyman Simon Welch & Clar. BG 1 LAZZARA: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BG 1 Lazzara, LLC. About BG 1 Lazzara Headquartered in Plantation, Florida, BG 1 Lazzara, LLC, is the owner of a 2009 75' Lazzara Motor Yacht, Official Number 01258306, currently documented with US Coast Guard under the name BG with a Hailing Port of Miami Beach, Florida. The company values the Yacht at $1.97 million. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 18-14126) on April 9, 2018, listing $1.97 million in total assets and $1.13 million in total liabilities. The petition was signed by Robert Genovese, manager. Judge John K. Olson presides over the case. Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as the Debtor's bankruptcy counsel. BLACKBOARD INC: S&P Lowers CCR to 'CCC+', Outlook Stable -------------------------------------------------------- Blackboard Inc., a U.S.-based education learning management software (LMS) and campus payments processing company, is expected to continue facing competitive challenges and has limited time to turn around the business before large debt maturities become current liabilities across 2019 and 2020. S&P Global Ratings lowered its corporate credit rating on Washington D.C.-based Blackboard Inc. to 'CCC+' from 'B-'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured first-lien term loan to 'B-' from 'B'. The '2' recovery rating is unchanged, indicating our expectation for substantial (70%-90%; rounded estimate: 80%) recovery of principal in the event of a payment default. "We also lowered our issue-level rating on the company's $377 million senior secured second-lien notes due October 2021 to 'CCC-' from 'CCC'. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default. "The downgrade stems from our view that there will be further downside risk because, despite its second amendment from which Blackboard obtained temporary financial covenant relief, covenant cushions are expected to continue to be tight. Furthermore, we estimate that elevated capital expenditures will prolong negative free cash flow and that liquidity could be under pressure as the bank revolver becomes a current liability next June. "The stable outlook reflects our expectation that although Blackboard may not face a credit or payment crisis within the next 12 months, the company depends on favorable business and financial conditions to meet its financial commitments longer term. "We could lower our corporate credit rating on the company if we expected it to be unable to service its interest or debt obligations over the next 12 months. Unsuccessful client conversions to SaaS leading to severe customer attrition or continued negative FOCF through 2019 could result in a lower rating. As well, expected covenant cushion sustaining below 5% or large debt maturities becoming current liabilities could lead to a downgrade. "We could raise the rating if the company returns to sustained positive FOCF after debt service in the low-single-digit percentage area because of stabilized customer attrition and positive organic revenue growth from successful new product launches. An upgrade would also require a return to adequate liquidity, including covenant cushion sustained above 10%, positive FOCF generation, and a successful refinance of credit facilities." BLUE RIDGE: Permitted to Use Cash Collateral Until Aug. 31 ---------------------------------------------------------- The Hon. Klinette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia has permitted Blue Ridge Arsenal, Inc., to use cash collateral subject to the terms and conditions of the Stipulation and Order for the period through and including Aug. 31, 2018. The Debtor may use cash collateral only to pay post-petition operating expenses incurred in the ordinary course of its business and pre-petition priority employee claims and critical vendor claims. As of Feb. 26, 2018, the Debtor was indebted to Access National Bank as follows: (a) Under a Promissory Note, on which there is an approximate unpaid balance of $21,465. The Term Note is secured by a second priority security interest on substantially all of the assets of the Debtor pursuant to the terms of a Commercial Security Agreement. (b) Under a U.S. Small Business Administration Note, on which there is an approximate unpaid balance of $616,561. The SBA Note is secured by, inter alia, a first priority security interest on substantially all of the assets of the Debtor pursuant to the terms of a Security Agreement. During the term of the order the Debtor will provide to Access the following documentation, the form of which must be satisfactory to Access: (i) A schedule identifying all sales and all receipts as of the end of the previous week all new accounts receivable created during the previous week and all accounts receivable collected; (ii) A schedule identifying all items of inventory sold and all inventory purchased during the previous week; (iii) A schedule identifying all member contracts and the status of such contracts; and (iv) A schedule comparing the Debtor's projected weekly budget with the actual income and expenses for the previous week. The Debtor will deposit in its debtor in possession accounts, which will be maintained at Access, all money received from any source for any purpose. The liens and security interests granted to Access pursuant to the provisions of the Stipulation and Order will attach to the funds in the DIP accounts and will have priority over all other claims in Debtor's case. Access is granted a post-petition replacement lien and security interest in all of the debtors tangible and intangible personal property (including that acquired by way of replacement substitution addition or otherwise) and all additions and accessions thereto and all proceeds therefrom together with all receivables coextensive in nature and priority with the liens Access had prior to the commencement of Debtor's case. In addition, the Debtor will pay to Access the following amounts as adequate protection of its security interests: $18,303.59 to be applied to the SBA Note and thereafter the sum of $9,600 or such other amount as may be agreed by the Debtor and Access each month due on the 5th day of each month to be applied by Access to amounts due under the Term Note and/or the SBA Note as determined by Access in its discretion. Access will be permitted to conduct an audit at any time during normal business hours. The Debtor will cooperate with Access in any such collateral audit and will provide such documentation as reasonably requested by Access in the conduct of its audit. Moreover, the Debtor will maintain insurance on all collateral on terms in amounts and with insures reasonably satisfactory to Access. A full-text copy of the Stipulation and Order is available at http://bankrupt.com/misc/vaeb18-10472-76.pdf Counsel for Access National Bank: Joel L. Dahnke, Esq. Joel L. Dahnke, Esquire PLC 11350 Random Hills Road, Suite 700 Fairfax, VA 22030 Telephone: 703-273-1009 Facsimile: 703-997-5908 Email: joel@dahnkelaw.com About Blue Ridge Arsenal Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. -- http://www.blueridgearsenal.com/-- owns a full line shooting sports store and range facility. The company was founded in 1989 and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC, which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D. Va. Case No. 17-13138). Blue Ridge Arsenal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9, 2018. In the petition signed by Earl L. Curtis, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. Redmon Peyton & Braswell, LLP, is the Debtor's legal counsel; and Robert S. Naftal, P.C., is the special counsel. BLUE RIDGE: Taps Watts Group Inc as Accountant ---------------------------------------------- Blue Ridge Arsenal, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Jennifer Watts, CPA, and the accounting firm of Watts Group, Inc. as accountant to the Debtor. Miss Watts will review and reconcile 2017 financial records; prepare 2017 federal and state income tax returns; and perform any other tasks reasonable and necessarily related to the preparation of said tax returns. Rates the Accountant will charge are: Jennifer Watts (Principal) $225 Any other CPA $175 Senior/Supervising Accountant $130 Staff Accountant $95 Bookkeeper $65 Jennifer Watts, CPA, principal at Watts Group, Inc., attests that she is a disinterested person within the meaning of 11 U.S.C. Sec. 327. The accountant can be reached through: Jennifer Watts, CPA Watts Group, Inc. 4161 Chain Bridge Road Fairfax, VA 22030 Phone: (703) 865-8292 Fax: (703) 644-8056 Email: jwatts@watts-group.com About Blue Ridge Arsenal Based in Chantilly, Virginia, Blue Ridge Arsenal, Inc. -- http://www.blueridgearsenal.com/-- owns a full line shooting sports store and range facility. The company was founded in 1989 and is an affiliate of Blue Ridge Arsenal at Winding Brook LLC, which sought bankruptcy protection on Sept. 18, 2017 (Bankr. E.D. Va. Case No. 17-13138). Blue Ridge Arsenal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10472) on Feb. 9, 2018. In the petition signed by Earl L. Curtis, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. Redmon Peyton & Braswell, LLP, is the Debtor's legal counsel. BNEVMA LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BNEVMA, LLC. About BNEVMA LLC BNEVMA, LLC, a real estate lessor, is the fee simple owner of 14 real estate properties (consisting of condominium units and townhouses) in Wellington, Palm Beach Gardens, Boynton Beach, Lake Forth, Boca Raton, North Palm Beach, Royal Palm Beach, Florida, having an aggregate value of $2.71 million. BNEVMA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13392) on March 23, 2018. In the petition signed by Nermine Hanna, manager, the Debtor disclosed $2.71 million in assets and $4.01 million in liabilities. Judge Paul G. Hyman, Jr., presides over the case. BOLDER ENTERPRISES: U.S. Trustee Forms 3-Member Creditors' Panel ---------------------------------------------------------------- Patrick S. Layng, U.S. Trustee for the District of Colorado, on June 14 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Bolder Enterprises, LLC. The committee members are: (1) Harvest Meat Company, Inc. c/o Lee Haskell 1022 Bay Marina Drive, #106 National City, CA 91950 Tel: (619)477-0185 (619)353-1811 E-mail: lhaskell@harvestmeat.com (2) Team Packaging, Inc. c/o Michael D. Anderson 4675 Holly Street Denver, CO 80216 Tel: (303)333-1799 Fax: (303)333-5114 E-mail: mike@teampkg.com (3) Blair Labeling c/o Lourdes Solis 3701 Paris Street Denver, CO 80239 Tel: (303)425-5097 Fax: (303)425-3572 E-mail: luly@blairlabeling.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 Bolder Enterprises Bolder Enterprises, LLC, is a merchant wholesaler of groceries and related products in Denver, Colorado. It conducts business under the name Boulder Natural Meats. Bolder Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-13666) on April 30, 2018. In the petition signed by P&B Enterprises, LLC, owner, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Elizabeth E. Brown presides over the case. BURLINGTON COAT: Moody's Hikes CFR to Ba1, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Burlington Coat Factory Warehouse Corp Corporate Family Rating to Ba1 from Ba2, its Probability of Default Rating to Ba1-PD from Ba2-PD, and the company's senior secured term loan to Ba1 from Ba2. In addition, Moody's also affirmed the company's Speculative Grade Liquidity rating to SGL-1. The outlook is stable. "The upgrade reflects Burlington's improved credit metrics driven by solid operating income growth as the company continues to benefit from successful execution on its off-price model." stated Vice President Christina Boni. "We expect Burlington will continue to increase sales and profitability as the company continues to expand its store base with smaller formats, as well as improve its merchandising and supply chain." Moody's also expects the off-price segment will continue to outperform the overall retail sector. Upgrades: Issuer: Burlington Coat Factory Warehouse Corp Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Corporate Family Rating, Upgraded to Ba1 from Ba2 Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Outlook Actions: Issuer: Burlington Coat Factory Warehouse Corp Outlook, Remains Stable Affirmations: Issuer: Burlington Coat Factory Warehouse Corp Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE Burlington Coat Factory Warehouse Corp's Ba1 Corporate Family Rating reflects its moderate financial leverage with debt/EBITDA (including Moody's standard adjustments for operating leases) at 3.3x and EBIT/interest expense at 3.6x as of LTM May 5, 2018. Moody's expects credit ratios to continue to modestly improve through operating income growth. The company's participation in the off-price retail segment which continues to grow faster than other apparel related sub sectors also supports the rating. Moody's believes its improved merchandising initiatives and its real estate expansion through smaller stores are driving sustainable improvement in operating margins as evidenced in recent performance. Nonetheless, Moody's also recognizes the company's relatively weaker competitive position, as it is still significantly smaller than its largest peers -- TJX and Ross Stores - and with lower operating margins. The rating also reflects the company's very good liquidity. The stable outlook reflects Moody's expectation that Burlington's credit metrics will continue to modestly improve driven by operating income growth. The stable outlook also reflects Moody's expectations that the company will maintain a balanced financial policy as it relates to debt financed returns to shareholders, and that future investments in store growth with produce favorable economic returns. Ratings could be upgraded if operating performance improves such that debt/EBITDA is sustained below 3.0x and EBITA/interest expense is sustained above 4.0x. A ratings upgrade will also require maintaining very good liquidity as well as financial policies and a capital structure consistent with an investment grade rating. Ratings could be downgraded in the event Burlington's financial policies were to become more aggressive or its store expansion plans were to encounter unexpected challenges. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 3.75x and EBITA/interest expense was sustained below 3.25x. Headquartered in Florence, NJ, Burlington Stores operates a national chain of off price retail stores, operating 647 stores as of May 5, 2018 primarily under the Burlington Stores name. CAMPBELLTON-GRACEVILLE: Physicians Stat Leaves Committee -------------------------------------------------------- Daniel M. McDermott, U.S. Trustee for Region 21, on June 12 removed Physicians Stat Lab from the official committee of unsecured creditors in the Chapter 11 case of Campbellton-Graceville Hospital Corporation. As reported by the Troubled Company Reporter on Feb. 26, 2018, the U.S. Trustee on Feb. 22 filed an amended notice of appointment of the Committee, saying that Sun Ancillary Management, LLC, and Mission Toxicology were removed from the Committee. The committee members now include: (1) Park Avenue Capital, LLC dba Max MD c/o Scott A. Finlay 2200 Fletcher Avenue Fort Lee, New Jersey 07024 Tel: (201) 963-0005 (2) Gilpin Givhan, PC c/o George Thomas, President P.O. Box 4540 Montgomery, Alabama 36103 Tel: (334) 244-1111 (3) Smith's Inc. of Dothan c/o Thomas C. Parks, President 488 Ross Clark Circle NE Dothan, AL 36303 Tel: (334) 794-6721 About Campbellton-Graceville Hospital Campbellton-Graceville Hospital Corporation is a non-profit corporation established pursuant to the laws of the State of Florida in 1961 and operates as a not-for-profit 25-bed critical access hospital serving northern Florida, as well as surrounding areas in Georgia and Alabama, and had approximately 100 employees. It offered comprehensive medical care, including emergency services, general hospitalization, laboratory services, swing bed and physical therapy. Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marwill Glade of GlassRatner Advisory & Capital Group, LLC, to Debtor's chief restructuring officer. The Hon. Karen K. Specie presides over the case. Berger Singerman LLP is the Debtor's bankruptcy counsel. Blankenship Jordan PA is the special counsel. GlassRatner Advisory & Capital Group, LLC, is the Debtors' restructuring advisors. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Broad and Cassel LLP as counsel, and Wayne Black and Associates, Inc., as investigative assistant. Judge Karen K. Specie in June 2017 entered an order finding that the appointment of a patient care ombudsman for the Debtor is not necessary. CANDLE CONNECTION: Seeks Approval of Cash Collateral Agreement -------------------------------------------------------------- The Candle Connection, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Washington of its Agreement with On Deck Capital, Inc. with regard the use of cash collateral. Under the Agreement, the Parties stipulate that On Deck Capital has a secured claim in inventory, fixtures, and proceeds in the amount of about $38,711. The Debtor will grant On Deck Capital with post-petition liens in the pre-petition collateral. The Debtor will also provide On Deck Capital adequate protection payments of $500 per month, commencing June 15, 2018, which payments will be applied to reduce the secured claim of On Deck Capital. A copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/waeb18-01266-21.pdf About The Candle Connection Family owned and operated, The Candle Connection was first established in 1991. The original shop was located in the historical Motteler Building and relocated to its present location in 2006. Along with outstanding customer service, the company takes great pride in providing quality candles, 99% of which are made in the USA with the rest from Germany and Denmark. Its diverse selections and styles, along with a wide range of candle Accessories are unsurpassed. The Candle Connection Inc. filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 18-01266) on May 1, 2018, listing under $1 million in both assets and liabilities. Charles R. Steinberg, Esq. at Steinberg Law Firm PS, is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. CARL WEBER: Exclusive Period to File Plan Extended to July 17 ------------------------------------------------------------- The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey, at the behest of Carl Weber Green Properties, LLC, has extended the Debtor's exclusive period to file a plan of reorganization to July 17, 2018 and the period for obtaining acceptances until 60 days thereafter. The Troubled Company Reporter has previously reported that the Debtor asked the Court for an extension of the Exclusive Filing Period because the Debtor is still in the process of preparing a Chapter 11 Plan of Liquidation. A delay in preparing and filing the plan has been caused by the delay in approval of the Debtor's application to retain counsel and the pending adversary proceeding. On March 29, 2018, the Court granted, in part, plaintiff's motion for summary judgment. As a result of the Court's decision, the Debtor is developing a plan of reorganization that has not been finalized. About Carl Weber Green Properties Carl Weber Green Properties, LLC, was formed on Oct. 9, 2012, as a real estate holding company, which owns various parcels of real property located in the State of New Jersey. It was formed as a special purpose vehicle to hold and monetize real property assets. The assets are all real properties obtained through tax lien foreclosures conducted by members of the Company. Carl Weber sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-29110) on Sept. 20, 2017. In the petition signed by Manager Philip Sivin, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Giordano, Halleran & Ciesla, P.C., serves as counsel to the Debtor. CASTLE ARCH: W. Davidson Waived Right to Arbitrate, 10th Cir. Rules ------------------------------------------------------------------- Four months after a multi-party arbitration proceeding was terminated because some of the other defendants did not pay their deposits, William H. Davidson moved to stay the court proceedings captioned D. RAY STRONG, as Liquidating Trustee of the Consolidated Legacy Debtors Liquidating Trust, the Castle Arch Opportunity Partners I, LLC Liquidating Trust and the Castle Arch Opportunity Partners II, LLC Liquidating Trust, Plaintiff-Appellee, v. WILLIAM H. DAVIDSON, Defendant-Appellant, and JEFF AUSTIN; AUSTIN CAPITAL SOLUTIONS; ROBERT CLAWSON; HYBRID ADVISOR GROUP, Defendants, No. 17-4085 (10th Cir.) and to compel arbitration of the claims against him. The district court found that Mr. Davidson waived his right to arbitrate and denied his motions. Exercising jurisdiction under 9 U.S.C. section 16(a)(1), the United States Court of Appeals, Tenth Circuit, affirms. The 10th Circuit has outlined six factors in Peterson, 849 F.2d at 467-68 that courts should weigh in considering whether a party waived its right to arbitration: (1) whether the party's actions are inconsistent with the right to arbitrate; (2) whether the litigation machinery has been substantially invoked and the parties were well into preparation of a lawsuit before the party notified the opposing party of an intent to arbitrate; (3) whether a party either requested arbitration enforcement close to the trial date or delayed for a long period before seeking a stay; (4) whether a defendant seeking arbitration filed a counterclaim without asking for a stay of the proceedings; (5) whether important intervening steps [e.g., taking advantage of judicial discovery procedures not available in arbitration] had taken place; and (6) whether the delay affected, misled, or prejudiced the opposing party. To start, Mr. Davidson's conduct is inconsistent with the right to arbitrate. He urges the Court not to penalize him for his "apparent" and "[a]lleged [i]naction" once it became clear that the original arbitration was failing. After all, he cooperated with the arbitration order and had "no reason . . . to believe . . . that he wouldn't be able to assert his right to arbitration and pursue his own motion to compel down the road." But waiver can occur outside of an intentional relinquishment of the right to arbitrate; it can be implied from a party's actions or even inaction. In Peterson, for example, the Court concluded that the appellant "waived arbitration [of its state law claims] due to its inaction." Similarly, the Court focused on omissions and found waiver where a party "improperly sat on its right to arbitrate" in Healy v. Cox Communications, Inc. Furthermore, common sense dictates that a party who intends to exercise his right to arbitrate would object or do something to try to preserve an existing arbitration that is in danger of being terminated--especially where the arbitrator repeatedly invites the parties to reach out. The Court has instructed that a party considering arbitration "must do all it could reasonably have been expected to do to make the earliest feasible determination of whether to proceed judicially or by arbitration"--even if that means just mentioning the prospect of arbitration. This practice "ensure[s] a more expedient and efficient resolution" of the dispute and "prevent[s] . . . improper gamesmanship." While Mr. Davidson was understandably reluctant to pay his co-defendants' fees, he could have done so and sought repayment later. AAA's October 18 notice offered an assurance that "[t]he paying party(s) [could] make the repayment of this deposit part of its claim to the arbitrators." Alternatively, he could have requested relief or sanctions under Rule 57 or Rule 58 of AAA's Commercial Arbitration Rules and Mediation Procedures, respectively, which were incorporated into the parties' arbitration agreement. Although AAA cannot preclude a party from defending a claim or enter a default judgment against a non-paying party, such a request would have alerted AAA and the other parties of Mr. Davidson's desire to continue with the arbitration and might have helped the parties overcome the impasse. The district court hinted during the status conference that it could have ordered the parties to pay their fees. Instead, Mr. Davidson remained silent while the pending arbitration collapsed. His passive approach misled the Trustee, who posits that he might have acted differently had he known Mr. Davidson still intended to pursue arbitration. The remaining factors are somewhat neutral or not relevant. As for factors 2 and 5, the parties have only partially invoked the litigation machinery and are admittedly toward the front end of litigation, with discovery to date limited to the arbitrability issue; thus, this case has not yet progressed much substantively. But this lack of progress cuts both ways. As for factor 3, Mr. Davidson did not request arbitration close to the trial date, but he did delay announcing his intent to arbitrate. Finally, factor 4 is not relevant. Mr. Davidson waived any right to arbitrate the claims against him. The Court, therefore, affirms the district court's order denying his motion to stay the litigation and to compel arbitration. A full-text copy of the Court's Order dated May 16, 2018 is available at https://bit.ly/2t0LUDa from Leagle.com. About Castle Arch Real Estate Castle Arch Real Estate Investment Company, LLC, in Salt Lake City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35082) on Oct. 17, 2011, together with several affiliates. Trent Waddoups, CEO/president, signed the petitions. Judge Joel T. Marker presides over the case. Michael L. Labertew, Esq., at Labertew & Associates, LLC, served as counsel to the Debtors. In its petition, Castle Arch Real Estate Investment Company scheduled $2,818,931 in assets, and $40,863,600 in debt. The other filing affiliates are CAOP Managers, LLC; Castle Arch Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch Opportunity Partners I, LLC; and Castle Arch Opportunity Partners II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and 11-35246, (Substantively Consolidated), Case Nos. 11-35241 and 11-35240, (Jointly Administered). On May 3, 2012, the Court entered an order appointing D. Ray Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in that capacity he managed each of the other Legacy Debtors. Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11 Trustee. On Feb. 8, 2013, the Court entered an Order substantively consolidating the Legacy Debtors. Bankruptcy Judge Joel T. Marker confirmed the First Amended Plan of Liquidation dated Feb. 25, 2013 on June 7, 2013. CDS GROUP: S&P Alters Outlook to Negative & Affirms 'B' CCR ----------------------------------------------------------- S&P Global Ratings revised its rating outlook to negative from stable on CDS Group (Cirque du Soleil Group) and affirmed its 'B' corporate credit rating. S&P said, "We also affirmed our 'B+' issue-level rating on Cirque du Soleil Group 's subsidiaries' first-lien credit facility, consisting of the $120 million cash flow revolver due 2022 and the upsized $815 million first-lien term loan due 2022, which incorporates the proposed incremental $95 million first-lien term loan for the acquisition. The first-lien credit facility has a recovery rating of '2', indicating our expectation for substantial recovery (70%-90%; rounded estimate: 75%) for lenders in the event of a payment default. We affirmed the first-lien debt's issue-level rating despite additional funded debt, because we increased Cirque's emergence valuation to reflect the proposed acquisition. In addition, we affirmed our 'CCC+' issue-level rating on Cirque's $150 million second-lien term loan due 2023, which has a recovery rating of '6', indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. "The negative outlook revision reflects the possibility that if there is some moderate variability in EBITDA performance in the second half of 2018, there may be reduced cash flow to mitigate the impact of higher adjusted debt-to-EBITDA in the low-7x area resulting from the proposed acquisition. In addition, we anticipate that Cirque will end the year with lower cash balances in 2018 partly due to a sizeable capital expenditures plan and a cash dividend to financial sponsors that occurred in second-quarter 2018. We believe that if Cirque generates operating performance below our current base-case forecast, it could put some pressure on liquidity and result in revolver usage over the next year. Cirque recently took several actions that resulted in incremental leverage, including the Blue Man Group acquisition in 2017 and the sale of subsidiary Entertainment Benefits Group (EBG), which reduced Cirque's EBITDA base, and the subsequent use of the EBG sale proceeds for a dividend to financial sponsors. In addition, Cirque budgeted a sizeable capital expenditures plan through 2019 to invest in new shows, which if fully implemented could result in a draw on the revolver in the event of operating underperformance. Because the touring segment can periodically experience volatility, the show schedule is subject to change over the course of a year, and almost 40% of 2018 EBITDA is expected to be earned in the fourth quarter, we believe the proposed acquisition adds enough incremental risk to revise the outlook to negative. These considerations are partly offset by, and we are affirming the 'B' corporate credit rating because of, good adjusted EBITDA coverage of interest expenses in the low-2x area, a history of prudent liquidity management based on Cirque's track record and management's stated preference to not use the revolver, and that some capital expenditures could be reduced for liquidity needs. In addition, we are affirming because we expect leverage to improve to the mid-6x area by 2019, in line with our current threshold for the rating. "The negative outlook reflects the possibility that if there is some moderate variability in EBITDA performance in the second half of 2018, there may be reduced cash flow to mitigate the impact of higher leverage resulting from the proposed acquisition. In addition, we anticipate Cirque will end the year with lower cash balances in 2018 partly due to a sizeable capital expenditures plan and a cash dividend to financial sponsors in the second quarter of 2018. "We could lower the rating if new show development costs and other operating expenses increase in line with the company's budget, and if sales do not improve in line with our base-case forecast, if the company faces incremental costs integrating recent acquisitions, or if Cirque conducts additional leveraging acquisitions resulting in adjusted debt-to-EBITDA sustained above 6.5x. We could also lower the rating if adjusted EBITDA coverage of interest expenses approaches 1.5x, resulting in reduced capacity to meet debt service requirements. "We could revise the outlook to stable if the company reports operating performance that is in line with or above our base case, such that adjusted leverage will be sustained below 6.5x. This will also depend on prudent liquidity management, which will likely result from a combination of good operating performance and well-managed capital expenditures, without a heavy reliance on the revolver." CDS US: Moody's Affirms B2 CFR & Alters Outlook to Negative ----------------------------------------------------------- Moody's Investors Service affirmed CDS U.S. Intermediate Holdings, Inc. (dba Cirque du Soleil) B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR). Moody's also affirmed the B1 rating on the company's first-lien existing credit facilities concurrently with an incremental increase of its term loan by $95 million, and affirmed the Caa1 rating on its second-lien senior secured term loan. The outlook is changed to negative from stable. Ratings affirmed: Issuer: CDS U.S. Intermediate Holdings, Inc.: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD $120 Million First-Lien Senior Secured Revolver due 2020 -- B1 (LGD3) $799 Million First-Lien Senior Secured Term Loan due 2022 -- B1 (LGD3) $150 Million Second-Lien Senior Secured Term Loan due 2023 -- Caa1 (LGD5) Outlook actions: Outlook -- changed to Negative from Stable RATINGS RATIONALE Moody's changed Cirque du Soleil's ratings outlook to negative due to increasing leverage, and due to the company's financial policy which continues to favor shareholders at the expense of higher credit risk. The most recent sale of EBG and the subsequent usage of proceeds to fund a one-time dividend payment to shareholders combined with incremental debt being raised to acquire a live performing arts entertainment company effectively results in a debt-funded dividend distribution. Moody's outlook reflects heightened risk of a rating downgrade if the company's performance continues to miss Moody's expectations. The affirmation of Cirque du Soleil's B2 CFR reflects Moody's view that the company's core business remains stable as it continues to diversify its operations towards broader range of performing arts content and audiences. The diversification offers Cirque du Soleil the potential to attract broader audiences while supporting its core acrobatic acts business. However, the company's business model requires ongoing investments in new content, which has historically compressed free cash flow generation. Moody's expects Cirque du Soleil's performance to be flat from 2017 to 2018, as its seeks to replace EBG revenue and EBITDA through organic growth and acquisitions, along with a stronger second half of 2018. Moody's expects the company to demonstrate single digit EBITDA growth in 2019 over 2018 expected performance as some of the shows that were closed or are in transition will re-open in 2019. Free cash flow will likely remain negative in 2018 when incorporating investments in content development, but Moody's expects positive free cash flow generation in 2019. Moody's projects overall debt-to-EBITDA leverage will decline from nearly 8x PF for incremental debt raise to approximately 7x over the next 12-18 months as the company's second half of 2018 is expected to be stronger than first half of the year, and 2019 is expected to experience growth from the opening of several new shows. Moody's expects the company will maintain adequate liquidity with cash balances of $15-25 million, minimal free cash flow due to increased capital expenditures, full access to a $120 million five-year revolving credit facility, and the absence of financial maintenance covenants in the credit facility except for a springing first lien net leverage ratio in the revolver that Moody's does not anticipate will be triggered over the next 12-18 months. The negative rating outlook reflects Moody's view that the company's ratings will remain weakly positioned with increased risk of a downgrade as heavy investment in new and existing shows continues to weigh on leverage due to minimal increase in operating income and due to shareholder distributions despite high leverage. Ratings could be downgraded if the company underperforms expectations in 2018, if additional debt-funded acquisitions occur and result in a further increase in debt leverage or if liquidity deteriorates. An upgrade is unlikely given the company's weak positioning for the rating. Cirque du Soleil is a provider of unique live acrobatic theatrical performances. The company currently has 9 resident shows (including Blue Man Group and NFL Experience), and 12 touring shows. For last twelve months ending April 1, 2018, the company's revenue was $848.7 million. CELLECTAR BIOSCIENCES: Will Sell $10 Million Worth of Securities ---------------------------------------------------------------- Cellectar Biosciences, Inc., filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the offering of shares of common stock, warrants to purchase shares of common stock and shares of series C convertible preferred stock having an aggregate proposed offering price of $10 million. The Company is also offering to those purchasers, whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company's outstanding common stock following the consummation of this offering, the opportunity to purchase, if they so choose, in lieu of the shares of its common stock that would result in ownership in excess of 4.99% (or 9.99% at the election of each purchaser), shares of Series C convertible preferred stock, convertible at any time at the holder's option into a number of shares of common stock. The Company expects to use the net proceeds received from this offering to fund its research and development activities and for general corporate purposes. Cellectar's common stock is listed on the Nasdaq Capital Market under the symbol "CLRB." On June 14, 2018, the last reported sale price of the Company's common stock on the Nasdaq Capital Market was $0.93 per share. The Company does not intend to apply for listing of the shares of Series C Preferred Stock or the Series E Warrants on any securities exchange or trading system. A full-text copy of the preliminary prospectus is available for free at https://is.gd/j92Knx About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of targeted treatments for cancer and leveraging its proprietary phospholipid drug conjugate (PDC) platform to develop the next generation of tumor targeting treatments. Its headquarters are located in Madison, Wisconsin. The report from the Company's independent accounting firm Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, 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 has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Cellectar reported a net loss attributable to common stockholders of $15.01 million for the year ended Dec. 31, 2017, following a net loss attributable to common stockholders of $9.36 million for the year ended Dec. 31, 2016. As of March 31, 2018, Cellectar had $9.56 million in total assets, $2.11 million in total liabilities and $7.45 million in total stockholders' equity. CENTRAL CARDIOVASCULAR: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- The Office of the U.S. Trustee on June 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Central Cardiovascular Associates, P.C. Headquartered in Pittsburgh, Pennsylvania, Central Cardiovascular Associates, P.C., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 18-21813) on May 4, 2018, estimating its assets at up to $50,000 and its liabilities at between $500,001 and $1 million. Michael J. Roeschenthaler, Esq., at Whiteford Taylor & Preston, LLP, serves as the Debtor's bankruptcy counsel. CMS FLORAL GALLERY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on June 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CMS Floral Gallery, Inc. About CMS Floral Gallery CMS Floral Gallery, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-21711) on April 30, 2018, estimating under $1 million in assets and liabilities. The Debtor hired Christopher M. Frye, Esq., at Steidl and Steinberg, P.C., as counsel. COLOR SPOT: U.S. Trustee Forms 7-Member Creditors' Panel -------------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 5 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Color Spot Holdings, Inc. The committee members are: (1) Express Seed Company Attn: Dave Wyatt 51051 U.S. Route 20 Oberlin, OH 44074 Tel: (440) 774-2259 Fax: (440) 774-2728 (2) Ball Horticultural Company Attn: Andy Stavrou 622 Town Road West Chicago, IL 60185 Tel: (630) 588-3256 Fax: (630) 562-7611 (3) Nursery Supplies Inc. Attn: Kenneth Hebert 1415 Orchard Drive Chambersburg, PA 17221 Tel: (717) 263-7780 Fax: (717) 283-2412 (4) Abbott-Ipco, Inc. Attn: Mark Nelson 10221 Corkwood Road Dallas, TX 75238 Tel: (214) 341-1585 Fax: (214) 341-7873 (5) Ryder Transportation Services Attn: Mike Mandell 11690 NW 105th Street Miami, FL 33166 Tel: (305) 500-4417 (6) Karla Vukelich P.O. Box 727 Diablo, CA 94528 (7) Pascual Olivares c/o Setareh Law Group Attn: Shaun Setareh 9454 Wilshire Boulevard, Suite 907 Beverly Hills, CA 90212 Tel: (310) 888-7771 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 Color Spot Color Spot Holdings, Inc., through its subsidiaries, owns and operates nurseries. It was incorporated in 2007 and is based in Fallbrook, California. Color Spot Holdings and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-11272) on May 29, 2018. In the petitions signed by CEO Paul Russo, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Hon. Laurie Selber Silverstein presides over the Debtors' cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP as their counsel; Raymond James & Associates, Inc., as investment banker; and Epiq Bankruptcy Solutions, Inc., as claims and noticing agent and administrative services advisor. COLORADO EDUCATIONAL: S&P Alters Outlook to Positive on 2013 Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable on Colorado Educational and Cultural Facilities Authority's (CECFA) series 2013 charter school revenue bonds supported by Community Leadership Academy Building Corp. II and issued for Community Leadership Academy (CLA). S&P Global Ratings also revised its outlook to positive from stable on CECFA's series 2008 charter school revenue bonds outstanding, which are supported by Community Leadership Academy Building Corp. I and are also issued for CLA. At the same time, S&P Global Ratings affirmed its 'BB' rating on the series 2013 and series 2008 bonds. "We base the positive outlook on CLA's recently improved financial profile as demonstrated by stronger liquidity levels and stronger maximum annual debt service coverage," said S&P Global Ratings credit analyst Brian Marshall. S&P said, "We assessed CLA's enterprise profile as adequate characterized by solid academic scores and retention rates, but offset by a declining enrollment and the waiting list in fall 2016. We assessed the academy's financial profile as vulnerable, despite recent improvements in operations and cash position, based on CLA's relatively small operating base and high debt burden. We believe that combined, these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final rating of 'BB'." In S&P's view, the rating reflects S&P's view of the academy's: -- Solid lease-adjusted maximum annual debt service (MADS) coverage of 1.7x based on fiscal 2016 audited results compared with 'BB' medians; -- Very healthy liquidity with 195 days' cash on hand, based on fiscal 2016 up from 128 days' cash on hand in fiscal 2015; and -- Academic performance stronger than both the state and local school district. The rating reflects S&P's opinion of the following credit risks: -- CLA's very high debt burden of almost 17% based on fiscal 2016 numbers compared with 'BB' medians; -- A management structure with limited formal policies tempered by cross-training of administrators to shore up CLA managerial capital; and -- The possibility (as with all charter schools) that CLA could lose its charter before the bonds' final maturity. Management used 2013 bond proceeds to fund the construction of the Quebec Street facility and refund the interim financing the CLA incurred to acquire the land and set up modular buildings on this site. S&P said, "The positive outlook reflects our view that there is a one-in-three chance of a higher rating within the one-year outlook horizon based on CLA's recently improved financial profile as evidenced by stronger cash levels and solid MADS coverage, which we expect to continue. We expect that the charter school will maintain its existing enrollment levels and academic reputation. We also expect the academy will continue to generate positive operations on a full accrual basis, while maintaining a liquidity position similar to current levels. "We could consider an upgrade if the school demonstrates a sustained trend of maintaining a cash position near current levels as well as a longer trend of MADS coverage that is consistent with the higher rating category and above 1.25x, while maintaining its enrollment and demand profile, and impressive academic performance. "We could lower the rating if enrollment declines significantly and leads to a material depletion of cash levels and a decline in coverage that are no longer commensurate with the 'BB' rating level." COLORADO EDUCATIONAL: S&P Raises Rating on 2008/2013 Bonds to 'BB+' ------------------------------------------------------------------- S&P Global Ratings raised its rating on Colorado Educational and Cultural Facilities Authority's series 2008 and series 2013 charter school revenue bonds issued for Community Leadership Academy (CLA) to 'BB+' from 'BB'. The outlook is stable. "We base the upgrade on CLA's trend of solid liquidity supported by consistently positive margins more commensurate with the 'BB+' rating level when considered with the academy's favorable enterprise profile," said S&P Global Ratings credit analyst Brian Marshall. S&P said, "We assess CLA's enterprise profile as adequate with solid academic scores and retention rates coupled with a good relationship with the authorizer. The academy's modest waitlist constrains the enterprise profile. We assess the academy's financial profile as vulnerable based on CLA's high debt burden, projected lower maximum annual debt service (MADS) coverage for fiscal 2018 given estimated operating results, although not projected to be out of line with peers after considering other financial profile metrics. The academy's favorable liquidity and historically positive margins, which we expect to continue over the outlook horizon, partially mitigate these factors. We believe that, combined, these credit factors lead to an indicative stand-alone credit profile of 'bb'. As our criteria indicate, the final rating can be adjusted above the indicative credit level because of overriding factors. We believe the 'BB+' rating on the school's bonds better reflects the school's healthy demand profile when compared with that of peers and medians, aided by CLA's historically solid liquidity." CLA is a prekindergarten-grade 12 public charter school in its 12th year of operations and serves a student population with 86% qualifying for free or reduced lunch and up to 55% who identify as English language learners. The school operates two facilities. The pre-K-5 students are housed at the north campus; the grades 6-12 students attend a facility at CLA's south campus about three miles away. Both facilities were financed with prior bond issuances. S&P said, "The stable outlook reflects our view that the academy will maintain its existing enrollment levels and favorable academic reputation. While management's projections reflect a softening of operations in fiscal 2018 based on year-to-date results, we expect CLA will continue to generate positive full-accrual operations, while maintaining its liquidity position. "We could lower the rating if enrollment fluctuates, or if there is a material depletion of cash levels and a decline in coverage to levels no longer commensurate with the 'BB+' rating level and those of peers. "While unlikely over the outlook horizon in our view, we could consider a positive rating action if the school maintains a cash position near current levels, has MADS coverage that is consistent with the higher rating while maintaining its enrollment and demand profile, and has impressive academic performance despite demographic challenges." CONIFER VETERINARY: Unsecureds to Recoup 100% Over Five Years ------------------------------------------------------------- Conifer Veterinary Hospital, Inc., and David Lorne Palmini filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement in support of their first amended joint plan of reorganization dated June 8, 2018. The Plan provides for seven classes of secured claims; four classes of unsecured priority claims; and four classes of unsecured claims. Unsecured creditors holding allowed claims will receive pro-rata distributions over a period of five years. Class 13 unsecured creditors, which are unsecured creditors against the Hospital and/or Mr. Palmini's personal guarantees of debts of the Hospital, will receive 100% of their Allowed Claims. The Debtors estimate that Class14 Creditors, who are general unsecured creditors as to Mr. Palmini only (which includes Mr. Palmini's student loans) will receive 100% of their Allowed Claims. The Debtors estimate that Class 15 insider creditors (who are relatives of Mr. Palmini) will receive 100% of their Allowed Claims. The Plan also provides for payment of administrative and priority claims. Payments and distributions under the Plan will be funded by the Hospital and Mr. Palmini's income, and any cash remaining in the Debtor's Debtor-in-possession account after paying administrative claims. On the Effective Date, the Debtors will establish two separate bank accounts for funds to be held by the Debtors to pay to unsecured creditors in the respective cases in order to ensure performance of their obligations under the Plan. All funds held by the Reorganized Debtor for distribution under the Plan will be held in accounts which are insured or guaranteed by the United States or by a department, agency or instrumentality of the United States or backed by the full faith and credit of the United States. To the extent either Debtor recovers any funds from any avoidable pre- or post-petition transfers, the recoveries, net of expenses, and attorneys fees will also be contributed to the respective funds of each Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob17-17810-77.pdf A full-text copy of the First Joint Amended Plan is available at: http://bankrupt.com/misc/cob17-17810-76.pdf About Conifer Veterinary Hospital Inc. Privately-held Conifer Veterinary Hospital Inc. owns an animal hospital at 10903 U.S. Highway 285, Conifer, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-17810) on August 22, 2017. David Palmini, president, signed the petition. At the time of the filing, the Debtor disclosed $1.41 million in assets and $904,805 in liabilities. Judge Michael E. Romero presides over the case. Buechler & Garber LLC represents the Debtor as bankruptcy counsel. COPSYNC INC: Seeks Aug. 27 Plan Confirmation Extension ------------------------------------------------------ COPsync, Inc. requests the U.S. Bankruptcy Court for the Eastern District of Louisiana, for an extension of the exclusive periods of 60 days from June 26, 2018, through and including Aug. 27, 2018, within which to obtain confirmation and acceptance of the plan of reorganization. The Debtor contends that this chapter 11 case involves the restructuring of over $13 million in prepetition debt obligations, and this made an otherwise potentially streamlined process very complex and, at times, arduous. It took several months of review and work for the Debtor to finalize its Amended Schedules and Statement of Financial Affairs. The Debtor also completed a sale of many of its assets, which sale closed in late November. The Debtor is proceeding expeditiously toward confirmation of a Plan which would liquidate the remainder of its assets, including certain claims which the Debtor believes it holds. The Debtor has retained special counsel which the Court approved on an interim basis pending a hearing on July 18, 2018 on any objections, and filed a Disclosure Statement and Plan of Liquidation on April 30, 2018 which incorporates a liquidation trustee to pursue these claims in favor of the Debtor’s Estate. Pursuant to the Order entered by the Court on May 1, 2018, the hearing on the approval of the disclosure statement was scheduled for June 12, 2018, which hearing was continued until June 21, 2018 at 2:30 p.m. Counsel for the Debtor has been in negotiations with creditors in an attempt to resolve objections to the Disclosure Statement. Counsel for the Debtor is in the process of preparing COPsync's First Amended Disclosure Statement incorporating resolutions to the objections which creditors currently have to the Disclosure Statement. The Debtor's exclusive period to obtain confirmation and acceptance of the plan of reorganization is currently set to expire on June 26, 2018 and the next available hearing date without requesting for expedited consideration is July 18, 2018. In order to ensure that the period does not expire prior to hearing set on July 18, 2018, the Debtor respectfully requests that the Court enter a bridge order in order to preserve the status quo and extend such exclusivity deadline until after the hearing is conducted on July 18, 2018. The Debtor assert that there will be little prejudice to Creditors, as the Debtor is operating on a very lean staff and solely for the purpose of obtaining the Approval of the Disclosure Statement and Confirmation of the Plan. The relief will benefit the Debtor's estate, its creditors, and other key parties in interest. As the Debtor is proposing a liquidating plan which anticipates litigation to liquidate claims of the estate, there will be the usual delay while litigation ensues before any of the claims can be reduced to judgment or settled. Thus, a short delay in extending the exclusive period will neither pressure creditors nor cause an unreasonable delay under the circumstances. The Debtor tells the Court that it has negotiated claim treatment with respect to its primary pre-petition secured creditor, Dominion, and negotiated satisfaction of its Debtor-in-Possession financing debt in connection with the sale. Thus, the Debtor has accomplished significant reduction in its pre-petition secured debt, in addition to paying most of the administrative expense claims during the course of the case. The Debtor's counsel has contacted the parties who have actively participated in this bankruptcy case including counsels for the U.S. Trustee, MEFI, LLP, Kologik Capital, LLC, Kologic Financing Partners, LLC, and Thinkstream Acquisition, LLC and has received no objection to the filing of the Third Motion to Extend Exclusivity. About COPsync COPsync, Inc., was created in 2005 as a "software for a service or platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. DEMERX INC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of DemeRx, Inc. About DemeRx Inc. DemeRx, Inc., is a pharmaceutical research and development company headquartered in Miami, Florida. DemeRx sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14149) on April 9, 2018. In the petition signed by CEO Deborah C. Mash, Ph.D, the Debtor disclosed $24.88 million in assets and $2.06 million in liabilities. Judge Robert A. Mark presides over the case. The Debtor hired Aaronson Schantz Beiley P.A. as its legal counsel, and Halloran Farkas & Kittila, LLP, as its special counsel. DIFFUSION PHARMACEUTICALS: All 4 Proposals Okayed at Annual Meeting ------------------------------------------------------------------- The 2018 annual meeting of stockholders of Diffusion Pharmaceuticals Inc. was held on June 14, 2018, at which the stockholders: (1) elected David G. Kalergis, Isaac Blech, John L. Gainer, Ph.D., Robert Adams, Mark T. Giles, Alan Levin and Robert R. Ruffolo as directors to serve until the Company's 2019 Annual Meeting of Stockholders or until their respective successors are elected and qualified; (2) ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2018; (3) approved an amendment to the Charter to effect a reverse stock split of the shares of the Company's common stock, par value $0.001 per share, at a ratio of not less than 1-to-2 and not greater than 1-to-15, with the exact ratio and effective time of the reverse stock split to be determined by the Company's Board of Directors, if at all; and (4) approved, on an advisory basis, the compensation of the Company's named executive officers during the year ended Dec. 31, 2017. About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com-- is a clinical-stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead product candidate, trans sodium crocetinate (TSC), for use in the many cancers where tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of SOC treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of SOC treatments without the apparent occurrence of any serious side effects. Diffusion incurred a net loss attributable to common stockholders of $2.61 million in 2017 compared to a net loss attributable to common stockholders of $18.03 million in 2016. As of March 31, 2018, Diffusion had $33.36 million in total assets, $3.64 million in total liabilities and $29.72 million in total stockholders' equity. Diffusion received on March 2, 2018, a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company's common stock had closed below $1.00 per share for the previous 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of that notice, or until Aug. 29, 2018, to regain compliance with the minimum bid price requirement. DIGIDEAL CORP: Taps Jim's Transfer Inc as Moving Company -------------------------------------------------------- Digideal Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Washington to hire Jim's Transfer, Inc. d/b/a Devries Moving, Packing, Storage, as moving company. Pursuant to a month-to-month lease agreement between, Debtor, as Lessee, and Third Street Consortium, LLC, as Lessor, Debtor leased its business commonly known as 5207 E. Third Avenue, Spokane, Washington 99212. Third Street Consortium, LLC has sold the Business Premises, with a closing date of June 28, 2018, and Debtor must vacate the same. The Debtor is also moving its business operations to reduce expenses. The Debtor must employ a moving company to assist the Debtor in moving its personal property, disposing of certain personal property, and storing certain personal property that is not necessary for Debtor’s effective reorganization until such time as the nonnecessary personal property is sold. All labor, packing, moving, disposal, and storage fees, which are estimated in the sum of $17,600.00 per the quotation. Ron Douglas, representative of Jim's Transfer, Inc., d/b/a Devries Moving, Packing, Storage, attests that his firm does not hold or represent an interest adverse to the estate, and is a disinterested person under 11 U.S.C. 101(14). The firm can be reached through: Ron Douglas Jim's Transfer, Inc. d/b/a Devries Moving, Packing, Storage 112 N. Haven, Suite B Spokane, WA 99202 Tel: 509-924-6000 Fax: 509-924-0041 Email: miked@devriesmoving.com About Digideal Corporation Digideal Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-00449) on Feb. 22, 2017. In the petition signed by Michael J. Kuhn, president, the Debtor estimated its assets at $100 million to $500 million and liabilities at $1 million to $10 million. The case is assigned to Judge Frederick P. Corbit. Kevin O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the Debtor's legal counsel. On March 30, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. DURON SYSTEMS: Plan Discloses Possible Sale of Assets and Stocks ---------------------------------------------------------------- Duron Systems, Inc. and Tri-L I, Ltd filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended disclosure statement and chapter 11 liquidating plan of reorganization. This latest filing provides that the Debtors have been in negotiations to sell the Company to an investment group involving Edward Ramos and Simon Trevino. The investment group is currently proposing to purchase the assets of the Debtors and also possibly to acquire the stock of the reorganized Duron Systems. The investment group is currently proposing to acquire the real estate, equipment, inventory and other "hard" assets of the Debtors. The investment group also may want to acquire the ISO certifications and the "approved vendor list" currently owned and maintained by Duron Systems. The investment group is also currently proposing to purchase the secured assets for the amount of the debt on the assets, pay the administrative expenses of the Debtors and an amount to the unsecured creditors of the Debtors. The amount to the unsecured creditors may be approximately 20% of the allowed unsecured debt. The Debtors will pay to general unsecured creditors in class 19 all amounts remaining after payment of all other claims described herein. Any recovery on claims or causes of action asserted by the Debtors after confirmation will be used to determine net cash flow and to pay creditors in Class 19. On the Effective Date, the Reorganized Debtors will continue the operations of the businesses of the Debtors and the sale of the business and assets of the Reorganized Debtors. The Reorganized Debtors will have a minimum of six months for the liquidation of the assets of the Debtors, subject to such further time as may be reasonably necessary so long as such additional time does not materially adversely affect creditors by the reduction of amounts to be paid to creditors. The Troubled Company Reporter previously reported that the Debtors will pay 100% of the general unsecured claims under the plan. The creditors in Class 19 will receive 50% of the Debtors' net cash flow, if any, from the previous calendar year. 50% Net Cash Flow will be determined by reducing the Debtors' gross revenue from the previous calendar year by all payments of ordinary and necessary expenses in the previous calendar year and by all payments in the previous calendar year to Classes 1 through 17 and dividing the resulting amount in half. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-33692-135.pdf About Duron Systems Established in 1980, Duron Systems, Inc. -- http://www.duronsystems.com/-- is an oil and gas fabrication facility located in Houston, Texas. The Company offers turnkey project management solutions to meet its customers' ever-increasing demands. Duron features its own pull test facilities up to 100,000 Lbs., stress relieving and hydro-testing equipment, and 24-hour operations. Its fabrication and cladding weld procedures are qualified to AWS, ASME, DNV, ABS, API, NACE, and specific customer requirements. As the only AWS certified fabricator in Houston, Duron Systems also maintains an ISO Compliant Process Management System. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-33692) on June 13, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Phillip Lower, director. Judge Karen K. Brown presides over the case. Reese W Baker, Esq., at Baker & Associates serves as the Debtor's bankruptcy counsel. ENSEQUENCE INC: Judge Extends Exclusive Filing Period to July 29 ---------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Ensequence, Inc., has extended the Exclusive Filing Period through and including July 29, 2018, and the Exclusive Solicitation Period through and including September 27, 2018. About Ensequence Ensequence, Inc., is a privately owned Delaware corporation engaged in the business of making advertisements on television more interactive and measurable. The Company was formed in 2001 as a provider of tools for building interactive television applications for television networks, advertisers and distributors of network television. During the period from 2013 to the present, the Company expanded its focus to include manufacturers of "smart televisions." Throughout its history, the Company has partnered with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO, etc.), traditional distributors (e.g., Comcast, Time Warner Cable, DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG, Sony, etc.). One year ago, the Company had approximately 50 employees, but as of the Petition Date, the Debtor has five full-time employees executing its strategic plan. Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO Michael Wyse, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kevin Gross. The Debtor tapped Christopher A. Ward, Esq., of Polsinelli PC, as its bankruptcy counsel; Outside General Counsel Services, P.C., as its general corporate counsel; Wyse Advisors LLC as its restructuring advisor; and Omni Consulting Management as its notice, claims, balloting agent and administrative advisor. The prepetition lender is represented by McDermott Will & Emery. The Office of the U.S. Trustee on Feb. 12, 2018, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. ENSEQUENCE INC: Needs Time to Develop Alternative Exit Strategy --------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has extended the exclusive periods during which only Ensequence, Inc., can file a plan of reorganization and solicit acceptances of plan through and including July 29, 2018, and Sept. 27, 2018, respectively. The Debtor's Exclusive Filing Period was set to expire May 30, 2018; the Debtor's Exclusive Solicitation Period was set to expire July 29, 2018. The Debtor asked that the Court extend the Exclusive Filing and the Exclusive Solicitation Periods through and including July 29 and Sept. 27, respectively. After conducting an extensive sales process, on May 14, 2018, the Debtor filed the Amended Joint Plan of Reorganization of Ensequence, Inc., and the Amended Disclosure Statement for the Amended Joint Plan of Reorganization of Ensequence, Inc. On May 15, 2018, the Court entered an order, among other things, approving the Disclosure Statement and solicitation procedures. A hearing to confirm the Plan will be held before the Court on June 25, 2018, at 2:00 p.m. prevailing Eastern Time. The Plan reflects negotiations among the Debtor, ESW Capital, LLC, Myrian Capital Fund, LLC (Series C), and the U.S. Trustee. The Debtor told the Court that ample cause exists to extend the Exclusivity Periods, as it is in the best interests of the Debtor and its stakeholders. The Debtor continues to progress through the Chapter 11 case towards reorganization, as evidenced by filing the Plan, filing the Disclosure Statement, obtaining court approval of the Disclosure Statement, and scheduling a Confirmation Hearing all within the initial Exclusive Periods. The Debtor has also obtained court approval of the Restructuring Support Agreement and the postpetition financing provided by the Plan Sponsor. The Debtor believes that it is well along its path to confirmation of the Plan, but this process may be jeopardized without modification of the Exclusivity Periods. The requested extension of the Exclusivity Periods, according to the Debtor, will allow the Debtor to complete the solicitation process contemplated by the Disclosure Statement Order and obtain confirmation of the Plan, which is supported by the Debtor's largest creditor, the Prepetition Lender, and is co-sponsored with ESW Capital, as DIP lender and plan sponsor. The Debtor assured the Court that no parties in interest will be prejudiced by the requested extensions as the extensions will not slow down or delay confirmation in any way. The Debtor, the Plan Sponsor, the Prepetition Lender, and the U.S. Trustee spent considerable time negotiating in good-faith. Throughout the case, all relief has been consensual and no objections have been filed by any party. This demonstrates substantial negotiations with the Debtor's creditors. The Debtor is also paying its postpetition obligations as they become due. The Debtor will continue to meet its expenses moving forward. The Debtor said that although the Debtor intends to confirm the existing Plan within the initial Exclusivity Periods, if, for any reason, the Plan is not confirmed at the scheduled Confirmation Hearing, the Debtor will require additional time to develop an alternative exit strategy. An extension of the Exclusivity Periods will permit this to happen without the cost of and distraction of completing plans. Copies of the Debtor's request and the court order are available at: http://bankrupt.com/misc/deb18-10182-213.pdf http://bankrupt.com/misc/deb18-10182-230.pdf About Ensequence Ensequence, Inc., is a privately owned Delaware corporation engaged in the business of making advertisements on television more interactive and measurable. The Company was formed in 2001 as a provider of tools for building interactive television applications for television networks, advertisers and distributors of network television. During the period from 2013 to the present, the Company expanded its focus to include manufacturers of "smart televisions." Throughout its history, the Company has partnered with national cable networks (e.g., MTV, NBC, ESPN, CNN, HBO, etc.), traditional distributors (e.g., Comcast, Time Warner Cable, DIRECTV, etc.), and television manufacturers (e.g., Samsung, LG, Sony, etc.). One year ago, the Company had approximately 50 employees, but as of the Petition Date, the Debtor has five full-time employees executing its strategic plan. Ensequence, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 18-10182) on Jan. 30, 2018. In the petition signed by CRO Michael Wyse, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kevin Gross. The Debtor tapped Christopher A. Ward, Esq., of Polsinelli PC, as its bankruptcy counsel; Outside General Counsel Services, P.C., as its general corporate counsel; Wyse Advisors LLC as its restructuring advisor; and Omni Consulting Management as its notice, claims, balloting agent and administrative advisor. The prepetition lender is represented by McDermott Will & Emery. The Office of the U.S. Trustee on Feb. 12, 2018, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. ETCHER FARMS: Taps Genske Mulder & Co LLP as Tax Accountant ----------------------------------------------------------- Etcher Farms, Inc., Etcher Family Farms LLC, Elmwood Farms, LLC, seek authority from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Genske, Mulder & Co., LLP as their general reorganization tax accountants. Genske, Mulder & Co. LLP will render services to the Debtors at its The Accountants regular hourly rates are: Partners $225 to $305 Managers $140 to $200 Staff $110 to $150 The work to be done by the Accountant are: a. assist in the preparation of necessary financial statements, including a review of the Debtors' financial statements, monthly operating and cash flow statements, business plans, reports and papers in the administration of the estates; b. assist in the preparation of plans of reorganization and all related financial documents; c. perform all other necessary or desirable accounting services in this case; d. assist in negotiations with the unsecured creditors committee, including communications with accountants for that committee and analysis of responses to restructuring and reorganization proposal by that committee; e. review of Debtors' books and records for potentially voidable transfers; f. provide general tax, financial, accounting, and management information consultations, including analysis of Debtors' current tax position and assistance in preparation of all necessary tax returns for the administrative period (filing to closing); g. attend meetings as requested by Debtors; h. assist in preparation of all reports or filings requested by the U.S. Trustee; i. provide general financial consulting analyses including reviews of the liquidation analysis, forecasted cash flow and creditors' claims; j. provide litigation consulting services and expert witness testimony if necessary and requested by Debtors; and k. perform other services as requested by Debtors' management, consistent with professional standards to aid the Debtors in their operation and reorganization. Paul M. Mulder, CPA, Owner at Genske, Mulder & Co. LLP, attests that his firm does not have any interest adverse to the Debtors or their estates as that term is used in Bankruptcy Code Sec. 327(a); and is a disinterested person as that term is defined in Bankruptcy Code Sec. 101(14). The firm can be reached through: Paul M. Mulder, CPA Genske Mulder & Company LLP 4150 E. Concours Ste 250 Ontario, CA 91764 Phone: (909) 483-2100 About Etcher Farms, Etcher Family Farms and Elmwood Farms Etcher Farms, Etcher Family Farms and Elmwood Farms are privately held companies in Lovilia, Iowa in the dairy farms business. The Debtors own a cropland and dairy complex located in Monroe County. The Debtors simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Etcher Farms, Inc. (Bankr. S.D. Iowa Case No. 18-00554); Etcher Family Farms, LLC (Bankr. S.D. Iowa Case No. 18-00555); & Elmwood Farms, LLC (Bankr. S.D. Iowa Case No. 18-00556) on March 19, 2018. In the petitions signed by Scott Etcher, vice president and CEO, the Debtors disclosed $16,590,000 in assets & $10,000,000 in liabilities for Etcher Farms, Inc.; $7,230,000 in assets & $6,840,000 in liabilities for Etcher Family Farms; & $3,870,000 in assets and $4,670,000 in liabilities for Elmwood Farms, LLC. Jeffrey D. Goetz, Esq., and Krystal R Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., serve as the Debtors' counsel. EYEMART EXPRESS: S&P Alters Outlook to Stable & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings revised the outlook on Farmers Branch, Texas-based Eyemart Express Holdings LLC to stable from negative and affirmed the 'B' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'B' issue-level rating on Eyemart's first-lien debt, consisting of a $30 million cash flow revolver facility due in 2022 and a $355 million term loan facility due in 2024. The '3' recovery rating is unchanged and indicates our expectation for meaningful (50%-70%, rounded estimate: 60%) recovery in the event of a payment default. We do not rate the company's $110 million second-lien term loan due in 2025. "The outlook revision reflects our expectation that credit metrics will continue to improve as the company's EBITDA base expands from unit growth, such that adjusted debt to EBITDA will be in the high-5x area over the next 12 months. We believe the company will continue to benefit from favorable industry trends including strong demand for eyewear products from the aging population while maintaining its good margins and generating decent cash flow. "The stable outlook reflects our expectation that the company will continue to open new units and experience modest EBITDA base expansion as operations ramp up. This will be partly offset by some margin pressure from higher operating expenses to support the growth leading to adjusted debt to EBITDA in the high-5x area over the next 12 months. "We could lower the rating if operating performance is meaningfully below our expectation such that we expect adjusted debt to EBITDA above mid-6x on a sustained basis. Under this scenario, the company would experience meaningfully negative same-store sales or margin contraction in excess of 300 bps due to increased competition or missteps in the execution of its growth strategy. In addition, we could also lower the rating because of a leveraged dividend transaction resulting in a similar deterioration in credit metrics. "We could raise the ratings if the company significantly outperforms our expectations, such that we expect adjusted debt to EBITDA to remain below 5x. Under this scenario, the company would meaningfully expand its operating scale while maintaining or improving its profit margins. Additionally, we would have to believe the likelihood of re-leveraging above 5x is significantly reduced, such that we have a more favorable view of the company's financial policy." FIBRANT LLC: Judge Extends Exclusive Plan Filing Period to Oct. 21 ------------------------------------------------------------------ The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia, at the behest of Fibrant, LLC and its affiliated debtors, has extended the time period during which only the Debtors may file a chapter 11 plan through and including October 21, 2018, as well as the time period during which the Debtors' exclusive right to file a plan continues in effect in order to permit the Debtors to obtain acceptances for a plan through and including December 20, 2018. About Fibrant, LLC Fibrant, LLC, headquartered in Augusta, Georgia, was previously a producer and global supplier of chemical products and local manufacturing services. At the end of September 2017, the Debtors completed the shutdown and decommissioning of their caprolactam manufacturing facility located at an industrial site at 1408 Columbia Nitrogen Drive, Augusta, Georgia 30901, other than the portion of the Facility that was (until recently) being used to manufacture ammonium sulfate. In late 2017, the Debtors ceased production of ammonium sulfate at the Facility, and the Debtors are now in the process of administering the sale of, and shipping, all of the remaining ammonium sulfate inventory. Once the inventory has been sold and removed from the Site, the Debtors intend to decommission the ammonium sulfate plant and all other operating assets and plant infrastructure that was not previously decommissioned. Fibrant, LLC and affiliates Fibrant South Center, LLC, Evergreen Nylon Recycling, LLC and Georgia Monomers Company, LLC sought Chapter 11 protection (Bankr. S.D. Ga. Case Nos. 18-10274-77) on Feb. 23, 2018. The case is assigned to Judge Susan D. Barrett. The cases are jointly administered. The Debtors tapped Paul K. Ferdinands, Esq., Jonathan W. Jordan, Esq., Sarah L. Primrose, Esq., at King & Spalding LLP; and James C. Overstreet Jr., Esq., at Klosinski Overstreet, LLP as counsel; and Kurtzman Carson Consultants, LLC as their claims, noticing and balloting agent. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The petitions were signed by David Leach, president and general manager. FOOD FOR HEALTH: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on June 15 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Food for Health International, LLC. The committee members are: (1) One Hand FLP Attn: Steven Shenk 1867 W. 9270 S. #C West Jordan, UT 84088 Telephone: (801) 921-9050 Email: steve.efoods@gmail.com (2) Maypro Industries LLC Attn: William Reimer 2975 Westchester Ave. Purchase, NY 10577 Telephone: (914) 251-0701 Facsimile: (914) 251-0746 Email: bill.reimer@maypro.com (3) FFH Holdings Attn: Corey Christanell 1215 North Warson Rd. St. Louis, MO 63127 Telephone: (314) 393-9286 Email: corey@bcpstl.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 Food For Health Food For Health International, LLC -- http://foodforhealthinternational.com-- is a manufacturing, sales and distribution company specializing in whole-food nutrition and emergency preparedness. The company's brands include Activz LLC, Food Supply Depot, FireRocks and Lion Energy. Using proprietary processes, Food for Health offers pure, nutrient-rich and living ingredients that can be used on their own or privately-labeled for accelerated speed-to-market, reduced cost of goods and business confidentiality. From product concept to distribution, the Company offers full turnkey manufacturing solutions and a myriad of co-packing options in between. The company is headquartered in Salt Lake City, Utah. Food For Health International, LLC, filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-23404) on May 11, 2018. In the petition signed by John Rallo, FFHI, LLC/CEO and sole manager, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kimball R. Mosier. Jeremy C. Sink, Esq. and Gregory J. Adams, Esq. at McKay, Burton & Thurman, PC, serve as the Debtor's counsel. FORASTERO INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Forastero, Inc. About Forastero Inc. Forastero, Inc., listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). Based in Coral Gables, Florida, Forastero filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13397) on March 23, 2018. In the petition signed by Marie C. Vallejo, authorized representative, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Robert A Mark. Richard R. Robles, Esq., and Nicholas G. Rosoletti, Esq., at the law firm Richard R Robles, PA, serve as the Debtor's counsel. FURNITURE FACTORY: Seeks Continued Authority to Use Cash Collateral ------------------------------------------------------------------- Furniture Factory Direct, Inc., seeks continued authority from the U.S. Bankruptcy Court for the Western District of Washington to use cash collateral to operate its furniture stores in the ordinary course of business. The current order authorizing the use of cash collateral will expire on June 30, 2018. Accordingly, the Debtor requests that it be continued to be authorized to use the cash collateral as outlined in its July budget. The Debtor is also seeking a minor modification in June monthly budget in order to pay the U.S. Trustee's fees short fall from the first quarter. Originally, the Debtor projected its total March 2018 expenses to be $816,339.87. The Debtor reserved for the U.S. Trustee's fee of $4,875 for disbursements for less than one million dollars. While this projection was reasonably accurate, after adding trust fund liabilities for the IRS and the State of Washington (3/5/2018 IRS $32,091.10; 3/30/18 IRS $26,521.74; 3/30/18 WA Sales Tax $125,030.96), the Debtor's actual total disbursement became $1,001,529. By exceeding disbursements by $1,529 over 1 million dollar, the Debtor incurred additional $5,140 for the U.S. Trustee's Fees which was not included in the budged in the cash collateral order. The Debtor seeks a modification in June budget in order to pay this amount. A full-text copy of the Cash Collateral Motion is available at http://bankrupt.com/misc/wawb18-40718-260.pdf About Furniture Factory Direct Furniture Factory Direct, Inc., is a furniture retail business known as Furniture Factory Direct. It has six retail locations as well as a warehouse facility located in Fife Washington. Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-40718) on March 5, 2018. The Debtor is represented by Masafumi Iwama, Esq., S. Lamont Bossard, Jr., Esq., and Mark C. McClure, Esq., at Iwama Law Firm, in Kent, Washington. GIGA-TRONICS INC: Appoints New Chief Technology Officer ------------------------------------------------------- Giga-tronics Incorporated has appointed Mr. Armand Pantalone to the position of chief technology officer taking over the role formerly held by Mr. John R. Regazzi, who will retain his position as chief executive officer. The promotion of Mr. Pantalone is in recognition of the growing importance for offering complete RADAR and EW solutions to the Company's business. Mr. Pantalone joined Giga-tronics in July 2016 as the director of RADAR & EW Test Solutions. Prior to joining the Company, Mr. Pantalone worked at Raytheon's Integrated Defense Systems Division. In his 20 years at Raytheon, he held a variety of technical and leadership positions associated with RADAR and missile defense programs. Previous experience includes 10 years at Northrop Grumman/Nordeen Systems as an RF & Microwave engineer specializing in the design of RADAR systems including system integration and flight testing. Armand is a 1987 graduate of Clarkson University in Potsdam, NY with a dual degree in Electrical and Computer Engineering. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated designs, manufactures and markets the Advanced Signal Generator (ASG) for the electronic warfare market. The Giga-tronics Division over the past 35 years has produced a broad line of test and measurement equipment used primarily for the design, production, repair and maintenance of products in aerospace, telecommunications, RADAR, and electronic warfare. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the fiscal year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of Dec. 30, 2017, Giga-Tronics had $8.17 million in total assets, $8.76 million in total liabilities and a total shareholders' deficit of $586,000. Going Concern The Company incurred net losses of $313,000 for the third quarter and $2.7 million for the first nine months of fiscal 2018, respectively. These losses have contributed to an accumulated deficit of $28.2 million and shareholders' (deficit) equity of ($586,000) as of Dec. 30, 2017. The Company used cash flow in operations totaling $1.4 million in the first nine months of fiscal 2018. As disclosed in its Quarterly Report on Form 10-Q for the period ended Dec. 30, 2017, the Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator and the Advanced Signal Analyzer. These delays have contributed, in part, to a decrease in working capital. The new ASG and ASA products have shipped to several customers, but potential delays in the development or refinement of additional features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG and ASA, could significantly contribute to additional future losses and decreases in working capital. To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgment. As of Dec. 30, 2017, the Company had borrowed $552,000 under the line of credit. The Company said these matters raise substantial doubt as to its ability to continue as a going concern. GIVE & GO: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service downgraded Give and Go Prepared Foods Corp.'s corporate family rating (CFR) to Caa1 from B2, probability of default rating to Caa1-PD from B2-PD, and senior secured first lien credit facilities ratings to B3 from B1. The ratings outlook was changed to stable from negative. "Give & Go was downgraded because Moody's expects leverage to increase to 8x for fiscal 2018 due to cost pressures and will likely not improve meaningfully in fiscal 2019, free cash flow will continue to be negative and execution risks exist on its operational improvement plans", said Peter Adu, a Moody's Vice President and Senior Analyst. Ratings Downgraded: Corporate Family Rating, to Caa1 from B2 Probability of Default Rating, to Caa1-PD from B2-PD $485M Senior Secured First Lien Term Loan due 2023, to B3 (LGD3) from B1 (LGD3) $90M Senior Secured First Lien Revolving Credit Facility due 2021, B3 (LGD3) from B1 (LGD3) Outlook Actions: Outlook, Changed to Stable from Negative RATINGS RATIONALE Give & Go's Caa1 CFR is constrained by: (1) its narrowly-defined in-store bakery business; (2) Moody's expectation that leverage (adjusted Debt/EBITDA) will be sustained towards 7.5x in the next 12 to 18 months (was 7.5x at LTM Q3/2018 and going to 8x for fiscal 2018); (3) declining profitability as rising costs are hard to pass on to customers; (4) exposure to increasing consumer demand for healthy foods; (5) small scale relative to baked goods rated peers; (6) continuing negative free cash flow; and (7) ownership by private equity, which took out a leveraging dividend last year and may do so again in the future. The company benefits from: (1) its strong and defensible market position, which provides revenue stability; (2) long standing relationships with its large and high profile customers, which allows for recurring revenue; and (3) decent top line growth prospects and potential for incremental growth in underserved channels like foodservice. Give & Go has adequate liquidity over the next year. Sources exceed C$83 million compared to about C$26 million of uses. Sources include cash of C$13 million at Q3/2018 (March 2018) and at least C$70 million of availability under its $90 million revolving credit facility due in 2021 while Moody's expects negative free cash flow of about C$20 million through March 2019 as the company increases capital expenditures to automate some of its processes, and C$6 million of term loan amortization. Give & Go's revolver is subject to a springing maximum first lien net leverage covenant when drawings exceed a certain threshold. Moody's expects the covenant to be applicable in the next four quarters, with cushion of at least 10%. The company has no refinancing risk until 2021 when the revolver comes due. Give & Go's stable outlook reflects Moody's expectation that the company will stabilize its operating performance within the next 12 to 18 months. The ratings could be upgraded if Give & Go sustains adjusted Debt/EBITDA towards 7x (7.5x at LTM Q3/2018) and EBIT/Interest above 1x (1.1x at LTM Q3/2018). The ratings could be downgraded if Give & Go's liquidity weakens, possibly from continuing negative free cash flow generation or if the company is unable to stem the decline in its profitability in the next 12 months. Engaging in leveraging acquisitions or leveraging distributions to its financial sponsor could also cause a downgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Give & Go, headquartered in Toronto, Ontario, is a manufacturer and distributor of thaw-and-sell sweet baked goods to retailers and foodservice operators in North America. Revenue for the last twelve months ended March 31, 2018 exceeded C$530 million. The company is owned by Thomas H. Lee, a private equity firm. GLASGOW EQUIPMENT: Seeks July 14 Exclusive Filing Period Extension ------------------------------------------------------------------ Glasgow Equipment Service, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the Exclusive Filing Period through July 14, 2018, and the Exclusive Solicitation Period through September 12, 2018. Based on Petition Date, the Exclusive Filing Period ends after June 14, 2018 and the Exclusive Solicitation Period ends after August 13, 2018. The Debtor has only been in bankruptcy since February of 2018. The Debtor claims that it has been paying its post-petition debts as they come due and is not seeking the requested extensions as a means to pressure creditors. Rather the Debtor is seeking the extensions in order to continue and finalize its ongoing settlement negotiations with its two largest creditors, WBP SL, LLC (assignee of Bank of America, N.A.) and Great American Insurance Company, which will allow the Debtor to formulate a consensual, viable chapter 11 plan. Specifically, the Debtor has made significant progress in its negotiations with WBP SL, LLC, and the Debtor is currently reviewing WBP's redlined revisions to the Debtor's proposed written settlement agreement. As to Great American Insurance Company, the Debtor is currently considering a settlement proposal advanced by that creditor. Accordingly, cause exists to grant the requested extensions. The Debtor's counsel has conferred with counsel for the United States Trustee, WBP SL, LLC, and Great American Insurance Company and represents to the Court these parties do not oppose the extensions requested herein. About Glasgow Equipment Service Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/ -- is a pollutant storage systems contractor serving the petroleum equipment needs of South Florida by offering design, installation and servicing of fuel storage and dispensing systems. The Company is an all-inclusive fuel storage tank and fuel dispenser supplier with the ability to provide service, retail sales, repair parts, above ground tank installation, underground tank installation, technician training, maintenance and support aviation fuel systems and storage. The Company is headquartered in West Palm Beach, Florida. Glasgow Equipment Service filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb. 14, 2018. In the petition signed by Peter H. Ward, president, the Debtor disclosed $3 million in assets and $2.63 million in liabilities. The Hon. Paul G. Hyman, Jr., presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel. Timothy H. Kenney, P.A., as special counsel. GLENDALE VALLEY: Moody's Rates 2018 $7.12MM Sewer & Water Bonds Ba1 ------------------------------------------------------------------- Moody's Investors Service has assigned an initial Ba1 rating to Glendale Valley Municipal Authority, PA's $7.125 million Sewer and Water Revenue Bonds, Series of 2018. This is the authority's first rated bond issuance. The outlook is stable. RATINGS RATIONALE The Ba1 rating reflects the authority's small, rural service area and its history of insufficient rate increases, which has historically kept margins and liquidity very narrow. The service base is particularly small with fewer than 1,800 customers for sewer treatment and just 1,150 water customers, and customer diversity is limited. RATING OUTLOOK The stable outlook reflects Moody's expectation that the system will continue to operate with very slim margins, but will meet debt service payments as scheduled. FACTORS THAT COULD LEAD TO AN UPGRADE Material increase in days cash on hand, with sufficient cash reserves sustained for multiple reporting periods Material improvement in debt service coverage FACTORS THAT COULD LEAD TO A DOWNGRADE Further issuance of debt Inability to meet sum-sufficient coverage requirement Material decline in customer base LEGAL SECURITY The bonds are limited obligations of the authority, secured by its receipts and revenues from the sewer and water systems. USE OF PROCEEDS Proceeds from the Series of 2018 bonds will be used towards capital improvements to the sewer and water systems, to currently refund certain outstanding indebtedness of the authority, and to fund a deposit to the debt service reserve fund. PROFILE Glendale Valley Municipal Authority provides sewerage conveyance and treatment as well as water conveyance services to roughly 1,800 sewer and 1,150 water customers in Chest, Reade and White Townships in Cambria County, approximately 72 miles east of Pittsburgh (A1 stable). GLOBAL EAGLE: S&P Assigns B- Corp. Credit Rating, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' corporate credit rating to Los Angeles-based provider of in-flight content and connectivity Global Eagle Entertainment Inc. The outlook is negative. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's first-lien term credit facility, which includes a $500 million term loan ($487 million outstanding) and $85 million revolver. The '3' recovery ratings indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default." The rating on Global Eagle reflects risks associated with high debt leverage, negative free operating cash flow, significant management turnover over the past year, numerous internal control deficiencies that could distract management from core operations, operations in a narrow telecommunications niche, revenue concentration with Southwest Airlines (which contributes 19% of total revenue), and the fragmented and competitive nature of the satellite-based connectivity market. The outlook is negative. While S&P projects earnings and cash flow improvement from a combination of revenue growth in connectivity and cost reduction initiatives, it also recognizes significant execution risk associated with the transition of new leadership throughout the organization on the heels of weak operating performance. Management has several initiatives underway, including the integration of commercial functions and remediation of internal control deficiencies that will take skill to implement while operating in a competitive market environment. S&P said, "We could lower the rating if operational missteps resulted in a lack of meaningful cash flow improvement over the next year. This could be caused by pricing pressure, customer losses, delays in product installations, a lack of new business wins, or cost overruns. "We could revise the outlook to stable over the next 12 months if the company were able to secure profitable new business and rationalize its cost structure such that free operating cash flow were approaching break-even in 2019 with a path to positive cash generation in 2020, which is what we have forecast in our base-case scenario." GMB LIGHTING: U.S. Trustee Unable to Appoint Creditors' Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of GMB Lighting and Trading, LLC. About GMB Lighting and Trading GMB Lighting and Trading LLC -- https://www.gmblightingled.com/ -- is a lighting company specializing in custom fixtures for hospitality, commercial & residential applications. GMB Lighting offers the latest lighting technology such as LEED certified and CCT (color changing temperature). The Company is headquartered in Pompano Beach, Florida. GMB Lighting and Trading LLC, based in Pompano Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13294) on March 22, 2018. In the petition signed by Michael Boiteau, manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. John K Olson presides over the case. Chad T. Van Horn, Esq., at Van Horn Law Group, Inc., serves as bankruptcy counsel to the Debtor. GREGORY JOHN TE VELDE: Dari Tech, Conway Hay Join Committee ----------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, on June 7 added Dari Tech Inc. and Conway Hay Sales to the official committee of unsecured creditors in the Chapter 11 case of Gregory John te Velde. As reported by the Troubled Company Reporter on May 18, 2018, the U.S. Trustee on May 16 appointed three creditors to serve on the Committee, which included Valmont Northwest Inc., Environmental Fabrics Inc., and Northwest Liquid Transport. The Committee now includes: (1) Valmont Northwest, Inc. Attn: Patrick Tolman, V.P. Operations 4225 N. Capitol Avenue North Pasco, WA 99301 Tel: (509) 547-1623 Fax: (509) 547-9444 E-mail: PTolman@Valmont.com drew.clark@Valmont.com (2) Environmental Fabrics, Inc. Attn: John Paul Smith, President 85 Pascon Court Gaston, SC 29053 Tel: (803) 420-2174 Fax: (803) 551-5701 E-mail: JP@EFIusa.com (3) Northwest Liquid Transport Attn: Wayne Groen, President 530 H Street Road Lynden, WA 98264 Tel: (360) 354-7409 Fax: (360) 354-0856 E-mail: Nicki@nwlt1.com (4) Dari Tech Inc. Attn: Ryan DeWaard, Vice President 8540 Benson Road Lynden, WA 98264 Tel: (360) 354-6900 Fax: (360) 354-7522 E-mail: ryan@daritech.com (5) Conway Hay Sales Jim Conway, Owner P.O. Box 701 Goshen, CA 93227 Tel: (559) 651-2292 Fax: (559) 651-4068 E-mail: conwayhaysales@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Diary. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. In his Chapter 11 petition, the Debtor listed both assets and liabilities between $100 million and $500 million. HEAVENLY COUTURE: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------- Peter C. Anderson, U.S. Trustee for the Central District of California, on June 5 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Heavenly Couture, Inc. The committee members are: (1) 230 East 17th Street Associates Attn: Joseph Cohen 45 NW 21st Street Miami, FL 33127 Tel: (305) 532-6992 (2) Corner 123 and Up Attn: Elad Sisso 1436 S. Main Street, #7 Los Angeles, CA 90015 Tel: (323) 627-6056 (3) Yu Jeong Kim 777 E. 10th Street, #110 Los Angeles, CA 90024 Tel: (213) 700-7186 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 Heavenly Couture Inc. Heavenly Couture, Inc. -- https://heavenlycouture.com/ -- is a fashion forward and innovative company providing fashion apparel and accessories. It is a small family-owned business that started as a small boutique in Laguna Beach in 2006. The company has store locations throughout California and Florida and also serves its customers online. Heavenly Couture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11756) on May 14, 2018. In the petition signed by Jiah Ha, president, the Debtor disclosed $613,913 in assets and $4.43 million in liabilities. Judge Theodor Albert presides over the case. Michael Jones, Esq., at M. Jones and Associates, PC, serves as the Debtor's bankruptcy counsel. HERALD OF HARVEST: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Herald of Harvest Ministries Apostolic Faith, Inc. dba Gospel Light Apostolic Church. About Herald of Harvest Ministries Apostolic Faith, Inc. Herald of Harvest Ministries Apostolic Faith, Inc. dba Gospel Light Apostolic Church, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-13628) on March 28, 2018, disclosing under $1 million in both assets and liabilities. Paul N. Contessa, Esq., at Paul N. Contessa & Associates, LLC, is the Debtor's counsel. HIGH STAKES HOSPITALITY: Hires Michael J. McCrystal as Attorney --------------------------------------------------------------- High Stakes Hospitality, Inc., seeks authority from the United States Bankruptcy Court for the Eastern District of Pennsylvania (Reading) to hire Michael J. McCrystal, Esq. and McCrystal Law Offices as attorney. Professional services Mr. McCrystal, Esq. is to render are: a. give the debtor legal advice with respect to analyzing debtor's financial situation, rendering advice and assistance regarding the prudence of filing a petition in bankruptcy and the preparation and filing a Chapter 11 petition and plan of reorganization; and b. provide any other service not currently known to debtor but which may become apparent in the administration of the estate. Mr. McCrystal will charge $275 per hour for his services. Michael J. McCrystal, Esq., attests that he has no connection with the debtors, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. Mr. McCrystal can be reached through: Michael J. McCrystal, Esq. MCCRYSTAL LAW OFFICES 2355 Old Post Rd Ste 4 Coplay, PA 18037-2459 Tel: (610) 262-7873 Fax: 610-262-2219 E-mail: mccrystallaw@gmail.com About High Stakes Hospitality High Stakes Hospitality, Inc., is a privately held company that operates in the traveler accommodation industry. It is the fee simple owner of a real property located at 2201 Schoenersville Rd, Allentown, PA, having an appraised value of $1.60 million. High Stakes Hospitality filed a Chapter 11 Petition (Bankr. E.D. Pa. Case No. 18-13800) on June 7, 2018. In the petition signed by Ioannis Bozakis, president, the Debtor disclosed $1.80 million in total assets and $1.60 million in total liabilities. Judge Richard E. Fehling presides over the case. Michael J. McCrystal, Esq., at McCrystal Law Offices, serves as the Debtor's counsel. HIGHLAND COUNTRY CLUB: City of Attleboro Buying Lot for $3M ----------------------------------------------------------- In accordance with Chapter 40A, Section 5 of the Massachusetts General Laws, a public hearing will be held by the Attleboro Muncipal Council on June 19, 2018 at 7:00 P.M. in the Council Chambers, 77 Park Street, Attleboro, Mass., to authorize the Mayor to purchase on behalf of the City from the Chapter 7 Trustee of the Estate of the Highland Country Club of Attleboro, Mass., certain land adjacent to the Frank R. Sweet Memorial Forest, on terms and conditions satisfactory to the Mayor. The land, together with the buildings thereon, is known as the Highland Country Club, and located at 104 Mechanic Street, Attleboro, Massachusetts. The purchase price is $3,021,000.66. The Highland Country Club of Attleboro, Mass. filed for Chapter 7 bankruptcy (Bankr. D. Mass. Case No. 18-10235) on Jan. 24, 2018. Judge Melvin S. Hoffman presides over the case. HN3 LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of HN3, LLC. About HN3 LLC Based in Miami, Florida, HN3, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14260) on April 11, 2018, listing under $1 million in both assets and liabilities. The Debtor is represented by Joel M. Aresty, P.A. as counsel. The case is assigned to Judge Laurel M Isicoff. HOG SNAPPERS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hog Snappers Holdings, LLC. About Hog Snappers Holdings Hog Snappers Holdings, LLC, is a privately-held company in the restaurants industry. Its principal assets are located at 713 US Highway 1 North Palm Beach, Florida. Hog Snappers Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13646) on March 28, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Paul G. Hyman, Jr. presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes serves as the Debtor's bankruptcy counsel. HOLLY RIDGE: Disclosure Statement Hearing Set for June 19 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on June 19, at 2:00 p.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan for Holly Ridge Group, LLC. The hearing will be held at Courtroom 3. Objections to the disclosure statement must be filed no later than 14 days prior to the June 19 hearing. About Holly Ridge Holly Ridge Group, LLC, based in Lakewood, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-21386) on June 11, 2016. The Hon. Christine M. Gravelle presides over the case. Timothy P. Neumann, Esq., of the law firm Broege Neumann Fischer & Shaver, LLC, as bankruptcy counsel. In its petition, the Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petition was signed by David S. Meisken, member. HOUSE OF FLOORS: Taps Moss Krusick & Associates LLC as Accountant ----------------------------------------------------------------- House of Floors of Palm Beach Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Thomas Regan and the accounting firm of Moss, Krusick & Associates, LLC, as accountants. The Accountants are required to: a. prepare required Federal tax returns with supporting schedules; b. assist Debtor in preparation of a Plan, Disclosure Statement and other work appropriate to this Chapter 11 proceeding; and c. prepare monthly debtor in possession reports. The Accountants have agreed to accept compensation on an hourly basis at its standard billing rate of $205 per hour for preparation and filing of yearly Federal Income Tax Returns and other accounting matters, plus reimbursement necessary and actual expenses, from the bankruptcy estate pursuant to the provisions of the Bankruptcy Code. Thomas Regan of Moss, Krusick & Associates, LLC, assures the Court that he and his firm are disinterested persons as defined in 11 U.S.C. 101(14). The firm can be reached through: Thomas Regan Moss, Krusick & Associates, LLC 501 S. New York Avenue, Suite 100 Winter Park, FL 32789 Tel: (407)644-5811 E-mail: regan@mosskrusick.com About House of Floors of Palm Beach House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/ -- provides floorcovering installations & cleaning services to both the commercial and residential industries. The company is based in Boca Raton, Florida. House of Floors of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition signed by Donald Brodsky, president, the Debtor disclosed $1.09 million total assets and $1.73 million total debt. Judge Mindy A. Mora is the case judge. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel. IGLESIA CASA DE ADORACION: Case Summary & 3 Unsecured Creditors --------------------------------------------------------------- Debtor: Iglesia, Casa De Adoracion Jabes International, Inc. aka Iglesia Centro Cristiano De Adoracion Familiar De Bayamon, Inc. PMB 518 PO Box 607071 Bayamon, PR 00960-7071 Business Description: Iglesia, Casa De Adoracion Jabes International, Inc. is a religious organization based in Bayamon, Puerto Rico. Chapter 11 Petition Date: June 15, 2018 Case No.: 18-03374 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Nilda M. Gonzalez Cordero, Esq. NILDA GONZALEZ CORDERO PO Box 3389 Guynabo, PR 00970 Tel: 787-721-3437 Email: ngonzalezc@ngclawpr.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nixon Cruz Rivera, president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/prb18-03374.pdf IRASEL SAND: Plan Outline Okayed, Plan Hearing on June 27 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas is set to hold a hearing on June 27 to consider approval of the Chapter 11 plan for Irasel Sand, LLC. The hearing will be held at 9:30 a.m., at Courtroom No. 1. The court had earlier approved Irasel Sand's disclosure statement after finding that it contains "adequate information" under section 1125 of the Bankruptcy Code. The order, signed by Judge Ronald King on May 17 set a June 21 deadline for the company to file a ballot summary. The latest plan modifies the treatment of Class 6 general unsecured creditors. The total claims in this class are approximately $3,771,260.17. Of this, the Debtor asserts only $2,867,860.08 are allowed after all offsets/payments are credited. This class will be paid, at a minimum, in full in 20 equal quarterly installments of $154,952 beginning on or before Sept. 30, 2018 and on the 30/31st day of each quarter thereafter or sooner at the Debtor's discretion until paid in full. These claims will bear interest at the rate of 3% per annum. The Class 6 Creditors are impaired. The initial version of the plan provided that general unsecured creditor claims, estimated by the debtor to total $3,076,312.51, will be paid in full in 20 equal quarterly installments of $166,215.11 beginning on March 31, 2018 and on the 31st of each quarter thereafter until paid in full. These claims will bear interest at the rate of 3% per annum. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-51420-335.pdf About Irasel Sand LLC Based in Dilley, Texas, Irasel Sand, LLC, is a company that was organized in 2014 as a joint venture between Irabel, Inc., and Select Sand LLC. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51420) on June 19, 2017. It previously filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31148) on Feb. 27, 2017. In the petition signed by Louis R. Butler, CEO of managing member, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Ronald B. King presides over the case. Dean William Greer, Esq., at the Law Offices of Dean W. Greer serves as the Debtor's bankruptcy counsel. ISTAR INC: S&P Assigns 'BB-' Debt Rating on $650MM Loan Due 2023 ---------------------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB-' debt rating on iStar Inc.'s $650 million senior secured term loan due 2023. This represents an approximately $275 million upsizing of the existing term loan that it is refinancing. The debt issue has no impact on iStar's leverage or ratings because iStar will use the incremental proceeds to repay an equivalent amount of its senior notes due in 2019. S&P expects iStar's leverage, as measured by debt to adjusted total equity, to remain in line with the current ratings and its level at the end of the first quarter, 5.54x. RATINGS LIST iStar Inc. Issuer Credit Rating BB-/Stable/-- New Rating iStar Inc. Senior Secured $650 mil term loan due 2023 BB- JKI IV: Hires Bielli & Klauder LLC as Attorney ---------------------------------------------- JKI IV, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to hire Nella M. Bloom, Esq., and Bielli & Klauder, LLC, as attorneys. The professional services to be rendered by Bielli & Klauder are to give legal advice with respect to its powers and duties as Debtor-in-Possession; prepare all motions, applications, answers, orders, reports, and other legal papers as necessary; and perform all other legal services for the Debtor. Fees charged by Bielli & Klauder are: Nella M. Bloom (of Counsel) $350 per hour Thomas D. Bielli (Member) $350 per hour David M. Klauder (Member) $350 per hour Cory P. Stephenson (Associate) $205 per hour Alyssa C. Carrillo (Paralegal) $125 per hour Nella M. Bloom, Esq., member of Bielli & Klauder, attests that her firm does not hold or represent an adverse interest to the estate, and is a disinterested person under 11 U.S.C. Sec. 101(14). The firm can be reached through: Nella M. Bloom, Esq. Thomas D. Bielli, Esq. Cory P. Stephenson, Esq. BIELLI & KLAUDER, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Tel: 267-630-2466 Fax: 215-754-4177 About JKI IV Inc. Based in Philadelphia, Pennsylvania, JKI IV, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-19909) on May 16, 2018, listing under $1 million in both assets and liabilities. Nella M. Bloom, Esq., at Bielli & Klauder, LLC, is the Debtor's counsel. JONES ENERGY: Chairman Owns 11.4% of Class A Shares --------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Jon Rex Jones, Jr. (Jonny Jones), chairman of the Board of Jones Energy, Inc. disclosed that as of April 17, 2018, he beneficially owned 11,152,151 shares of Class A common stock of Jones Energy, Inc., which represents 11.4 percent of the Shares outstanding. The Amendment was made in order to reflect (i) the termination of Mr. Jones as an employee and officer of the Jones Energy and his associated acquisition of certain shares of Class A common stock of the Company; (ii) the grant of certain irrevocable proxies on July 6, 2017 to vote the shares of Class A common stock of the Issuer held by Debora Lynn Jones Trust V, Julie Ann Jarvis Trust V, Jon Rex Jones Loyal Trust, Jon Rex Jones, Jr. Trust V and Stephen Martin Jones Trust V; (iii) the July 7, 2017 exchange of shares of Class B common stock of the Issuer (together with a corresponding number of JEH Units) held by Jones Energy Equity Partners, LP, Jones Energy Equity Partners II, LP, and JET 3, LP, for shares of Class A common stock of the Issuer on a one-for-one basis, and the subsequent distribution of such Class A shares to the members of the Jones Family Entities, including JRJ, Jr. Trust V; and (iv) the removal of Stephen Martin Jones, JRJ Investment Fund, Ltd. and JRJ Management Company, LLC as members of a group with Jonny Jones. On April 17, 2018, Mr. Jones was terminated as chief executive officer of Jones Energy. In connection with and immediately upon that termination, Performance Share Units relating to 434,952 shares of Class A common stock previously granted to Mr. Jones under the 2013 Amended and Restated Jones Energy, Inc. Omnibus Incentive Plan vested. In connection with this vesting, the Company withheld 171,159 shares of Class A Common Stock for payment of withholding taxes owed. Upon Mr. Jones' termination as an employee and officer of the Company, Mr. Jones forfeited 356,967 unvested Restricted Share Units granted under the 2013 Incentive Plan. Mr. Jones is the manager of Jones Energy Management, LLC, the general partner of Jones Energy Drilling Fund, LP, which directly owns 5,267,448 shares of Class A Common stock of the Issuer, membership interests of Jones Energy Holdings, LLC and shares of Class B common stock of the Issuer. A full-text copy of the regulatory filing is available at: https://is.gd/Dou2u8 About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The Company's Chairman, Jonny Jones, founded its predecessor company in 1988 in continuation of his family's long history in the oil and gas business, which dates back to the 1920s. Jones Energy reported a net loss attributable to common shareholders of $109.41 million in 2017, a net loss attributable to common shareholders of $45.22 million in 2016, and a net loss attributable to common shareholders of $2.38 million in 2015. As of March 31, 2018, Jones Energy had $1.94 billion in total assets, $1.29 billion in total liabilities, $89.66 million in series A preferred stock, and $558.35 million in total stockholders' equity. NYSE Noncompliance On March 23, 2018, the New York Stock Exchange notified the Company that it was non-compliant with certain continued listing standards because the price of the Company's Class A common stock over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain a listing on the NYSE. The Company now has a six-month cure period to regain compliance. Within the cure period, the Company may regain compliance if the closing price per share is $1.00 or higher on the last trading day of a given month, or at the end of the cure period. Additionally, the 30-day average closing price per share must also be $1.00 or higher. The Company previously received a similar notice on Dec. 26, 2017, but regained compliance on Feb. 1, 2018. * * * As reported by the TCR on April 16, 2018, Fitch Ratings downgraded the Long-Term Issuer Default Rating (IDR) of Jones Energy Holdings, LLC (JEH) and its parent, Jones Energy Inc. (NYSE: JONE) to 'CCC-' from 'CCC'. L S R INC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The Office of the U.S. Trustee on June 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of L.S.R., Inc. About L.S.R., Inc. L.S.R., Inc., dba Brickstreet Artifacts/Brass Tree/Sycamore Inn, filed a Chapter 11 petition (Bankr. D. W.Va. Case No. 18-20221) on May 2, 2018, estimating $1,000,001 to $10 million in assets and liabilities. The case is assigned to Judge Frank W. Volk. James M. Pierson is the Debtor's counsel. LOFTS ON THE PARK: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Lofts on the Park USA, Inc. About Lofts on the Park USA Inc. Lofts on the Park USA, Inc., listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101 (51B)). Its principal place of business is located at 1660 NE 135th Street, Suite 7, Miami, Florida. Lofts on the Park USA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-13735) on March 29, 2018. It previously sought bankruptcy protection on Sept. 12, 2011 (Bankr. S.D. Fla. Case No. 11-35253). In the petition signed by Serge Otmezguine, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Robert A. Mark presides over the case. Jeffrey P. Bast, Esq., and Dana R. Quick, Esq., at Bast Amron LLP serve as the Debtor's bankruptcy counsel. LRJ GLOBAL: Plan Outline Okayed, Plan Hearing on June 21 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of reorganization for LRJ Global Quality Concrete Inc. at a hearing on June 21. The court will also consider at the hearing final approval of LRJ's disclosure statement, which it conditionally approved on May 17. Voting creditors are required to submit ballots of acceptance or rejection of the plan on or before 14 days prior to the June 21 hearing. Objections to the plan and disclosure statement must be filed on or before 14 days prior to the hearing. The Debtor's amended disclosure statement disclose that it has appraised its property at $430,000, and the Debtor will pay Banco de Desarrollo Economico Para PR the full amount of the loan in 20 years with an interest of 3.5% with a monthly payment of $2,493.83. The total interest to be paid will be $168,518.43 plus principal of $430,000.00. The remainder amount of $33,051.08 claim will participate in the pro-rata unsecured class. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb17-04359-56.pdf About LRJ Global Quality Concrete Based in Yauco, Puerto Rico, LRJ Global Quality Concrete filed a voluntary petition for reorganization pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-04359) on June 19, 2017. The Debtors' assets and liabilities are both below $1 million. Judge Edward A. Godoy presides over the case. The Debtor is represented by Nydia Gonzalez Ortiz, Esq., of Santiago & Gonzalez. MAGNOLIA PETROLEUM: Signs Agreement to Sell Wells in North Dakota ----------------------------------------------------------------- Magnolia Petroleum plc, the US focused oil and gas exploration and production company on June 14 disclosed that it has signed a non-binding agreement with a third party for the sale of all its wells in which it has varying interests in North Dakota (together "the North Dakota Assets"), being approximately 31 wells, for a total consideration of US$1.5 million ("the Proposed Disposal"). In addition, the Company announced the sale of its 100% interest in the Roger Swartz #1 well in Oklahoma for approximately US$30,000. The Proposed Disposal is in line with the Company's debt reduction programme and, subject to shareholder consent and completion, will substantially clear a large portion of the outstanding US$2 million balance of the reserve-based lending facility ("the Lending Facility") of its wholly owned operating subsidiary, Magnolia Petroleum, Inc. ("Magnolia Inc"). As detailed in the Company's announcement of June 7, 2018, the Company embarked on a debt reduction programme in response to the Bank's decision not to extend the Lending Facility and its requirement that the full outstanding amount be repaid or refinanced by 9 July 2018. The Proposed Disposal is conditional on the granting of approval of the Board's asset disposal programme at the Company's general meeting which is to be held at 3:30 p.m. BST (09:30 a.m. local time) on June 22, 2018, at the offices of Pray Walker P.C., 100 West Fifth Street, Suite 900, Tulsa, OK 74103, USA ("the General Meeting"). In the event that the Lending Facility is not repaid or refinanced, it is expected that either the Bank will repossess and sell assets to pay off the debt, which is likely to be at a lower value for Shareholders than the Company could achieve, or the Directors will be required to commence Chapter 11 bankruptcy proceedings with respect to Magnolia Inc. This would also likely lead to a loss of control of the debt reduction programme and reduced value being achieved by the Company for its portfolio of wells. In this scenario, shareholders are unlikely to receive any value for the Company's portfolio of wells with all proceeds of sales being used to settle creditors and the costs of the Chapter 11 proceedings. The Company's current portfolio comprises interests in 108 wells and further details of the interests in wells and their economics were included in the Company's operations update on April 16, 2018, and in the circular of June 7, 2018. Magnolia Petroleum Plc engages in the acquisition, exploration, development, and production of onshore oil and gas properties primarily in the United States and the United Kingdom. It holds interests in properties located in the Bakken/Three Forks Sanish formations in North Dakota, as well as the Mississippi Lime and the Woodford and Hunton formations in Oklahoma. The company is based in London, the United Kingdom. MARANATHA EVANGEL: Unsecureds to Get 3.22% Under Plan ----------------------------------------------------- Maranatha Evangel Church filed with the U.S. Bankruptcy Court for the Eastern District of New York a plan of reorganization and a disclosure statement. Class 3 is impaired under this Plan, and each holder of a Class 3 General Unsecured Claims will receive a distribution up to 100% of their Allowed Claim, in cash, from the Debtor's disposable income for five years from the Filing Date, made in quarterly payments in a minimum amount of $1,000 per quarter, for total aggregate plan payments totaling $20,000. The total Class 3 claims total $620,695.22, which includes the claim of HSBC Bank USA, NA, which was reclassified as an non-priority unsecured claim pursuant to Court Order dated June 8, 2015. Given the current size of the unsecured creditor pool, Class 3 general unsecured creditors can expect to receive about 3.22% of Their claims. Class 3 is entitled to vote on the Plan. The Plan will be funded from five years of the Debtor's disposable income. The Debtor will first make the contribution necessary to make the payments of the amounts required on confirmation, namely outstanding United States Trustee fees. A full-text copy of the Disclosure Statement dated April 9, 2018, is available at: http://bankrupt.com/misc/nyeb17-45210-26.pdf About Maranatha Evangel Church Maranatha Evangel Church, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-45210) on October 8, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Rachel Blumenfeld, Esq., at the Law Office of Rachel Blumenfeld. MARK A. WITASCHEK: Amended Bid to Reopen Chapter 11 Case Tossed --------------------------------------------------------------- Debtor Mark A. Witaschek filed an amended motion to reopen case, which seeks to reopen the chapter 11 case to permit Witaschek to pursue a request for relief regarding an alleged violation of the automatic stay arising from the District of Columbia's allegedly acting to collect prepetition taxes. Judge S. Martin Teel, Jr. of the U.S. Bankruptcy Court for the District of Columbia denies the amended motion to reopen case. As the Court explained in the Memorandum Decision and Order re Emergency Motion to Reopen, no automatic stay has been in place since the court closed this case. First, the property of the estate revested in Witaschek upon confirmation of Witaschek's plan, and is no longer property of the estate. That terminated the automatic stay as to acts against property of the estate. Second, the closing of the case terminated the automatic stay as to any other acts. No discharge has been entered in the case. Accordingly, no acts that the District of Columbia has undertaken since the closing of the case or is currently undertaking could constitute a violation of the automatic stay, and no discharge injunction exists in the case that could be violated by such acts. The Court gave Witaschek the opportunity to file an amended motion to reopen in order to allege facts showing that the District had attempted prior to the closing of the case to collect a prepetition tax. The Amended Motion to Reopen Case at 13, seeks to reopen the case to obtain a determination that the District "violated the automatic stay of [by] acting to collect prepetition taxes," but fails to allege any act of the District of Columbia establishing that, prior to the closing of the case, the District of Columbia undertook to collect a prepetition tax in violation of 11 U.S.C. section 362(a)(6). The amended motion to reopen case identifies only one tax-related event occurring prior to the closing of the case on August 11, 2014. It alleges that "[on] March 27, 2014, Creditor, the District of Columbia Office of Tax and Revenue began a tax investigation of Mr. Witaschek with Special Agent James Hessler of the DC OTR appearing at McLean Asset Management, Mr. Witaschek's business office in McLean, VA, and issuing a summons for all records relating to Mr. Witaschek's employment." Conducting an audit to determine a tax liability and assessing a tax are acts excepted from the automatic stay by 11 U.S.C. section 362(b)(9), which provides that the automatic stay of 11 U.S.C. section 362(a) does not apply to: (A) an audit by a governmental unit to determine tax liability; (B) the issuance to the debtor by a governmental unit of a notice of tax deficiency; (C) a demand for tax returns; or (D) the making of an assessment for any tax and issuance of a notice and demand for payment of such an assessment (but any tax lien that would otherwise attach to property of the estate by reason of such an assessment shall not take effect unless such tax is a debt of the debtor that will not be discharged in the case and such property or its proceeds are transferred out of the estate to, or otherwise revested in, the debtor). Necessarily, issuing a summons incident to conducting an audit to determine whether a tax liability exists, a step in assessing a tax, does not amount to an act, in violation of 11 U.S.C. section 362(a)(6), to collect the eventual tax assessed, otherwise 11 U.S.C. section 362(b)(9) would be rendered a nullity. Although determining that a tax liability exists and assessing the tax are necessary steps before the District of Columbia attempts to collect the tax that does not make taking either of those steps an act to collect the tax. The amended motion to reopen case does not contend that the summons initiated a proceeding of a character that violated 11 U.S.C. section 362(a)(1), which, in relevant part, bars "the commencement or continuation, including the issuance or employment of process, of a judicial, administrative, or other action or proceeding against the debtor that was or could have been commenced before the commencement of the case under this title. . . ." Even if the summons initiated a proceeding against Witaschek, it was excepted from 11 U.S.C. section 362(a)(1) because it is a part of "an audit by a governmental unit to determine tax liability" under 11 U.S.C. section 362(b)(9)(A). The bankruptcy case is in re: MARK A. WITASCHEK, Chapter 11, Debtor, No. 13-00019 (Bankr. D.C.). A full-text copy of the Court's Memorandum Opinion and Order dated May 16, 2018 is available at https://bit.ly/2l6JG1u from Leagle.com. Mark A. Witaschek, Debtor In Possession, represented by Rowena Nicole Nelson -- rnelson@rnnlawmd.com -- Law Office of Rowena N. Nelson, LLC. U. S. Trustee for Region Four, U.S. Trustee, represented by Joseph A. Guzinski, U. S. Trustee's Office. MAURICE SPORTING: Delays Plan to Continue Winding Down Process -------------------------------------------------------------- Maurice Sporting Goods, Inc., and its debtor-affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend the Exclusive Periods for the filing of a chapter 11 plan and solicitation of acceptances thereof through and including September 17, 2018 and November 14, 2018, respectively. Unless extended, the Debtors' Plan Period and Solicitation Period will expire on June 18, 2018 and August 16, 2018, respectively. The Debtors have been operating under the protection of chapter 11 for approximately 7 months, during which time they have worked extensively with the Committee and other parties in interest to achieve significant progress in these Chapter 11 Cases, most prominently the Court approval, and closing, of the going-concern Sale of the Debtors' business to Middleton Management Company, Inc. for up to $39 million (with the exact consideration dependent on certain post-closing inventory sales approved thereby, which are ongoing), plus the assumption of certain liabilities. The Debtors closed the Sale on December 29, 2017. In addition to its role providing limited transition services in connection with these sales and the transition of their business, the Debtors are now in the process of winding down their estates, including through the reconciliation of claims against their estates and the formulation of a potential liquidating plan for the distribution of the proceeds generated by the Sale. The Debtors have and will continue to work diligently in an effort to preserve and maximize the value of their estates for the benefit of their creditors and other parties in interest. In addition, since the filing of the First Extension Motion, the Debtors contend that they have continued to wind-down their estates and set the stage for a chapter 11 plan of liquidation by, among other things: (1) Coordinating the post-closing inventory sales contemplated by the Sale with the Purchaser and the Debtors' lenders, and overseeing reconciliation of the same on behalf of the Debtors' estates; (2) Providing certain transition services contemplated and required by Purchaser in connection with the Sale; (3) Rejecting non-assigned leases as no longer required to provide transition services to Purchaser; (4) Reviewing and analyzing the administrative, priority and secured claims filed against the Debtors' estates, including those only recently filed in advance of the May 21, 2018 governmental bar date in these Chapter 11 Cases, and beginning work on objections to certain such claims that are not entitled to the priority asserted or are otherwise invalid, which will be filed in the near future and are of paramount importance to confirming a viable plan of liquidation; and (5) Working with the Committee to develop a viable plan of liquidation that enjoys the support of the Committee. A hearing to consider the Debtors' request will be held on July 24, 2018 at 11:00 a.m. Objections or responses to Debtors' request must be filed and served on or before June 29, 2018 at 4:00 p.m. About Maurice Sporting Goods Maurice Sporting Goods, Inc., established in 1923, is a family-owned distributor of outdoor sporting goods specializing in fishing; marine; sports licensed products and souvenirs; outdoor gifts and decor; hunting; and camping and outdoor recreation. Collectively, Maurice Sporting Goods services more than 15,000 store fronts across the United States, Canada, South America, and Europe. Maurice Sporting Goods, Inc., and 4 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12481) on Nov. 20, 2017. Maurice Sporting Goods estimated $10 million to $50 million in total assets and $100 million to $500 million in total liabilities. The Debtors' cases have been assigned to Judge Christopher S. Sontchi. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as counsel; Patrick J. O'Malley of Development Specialists, Inc., as restructuring advisor; Silverman Consulting as financial advisor; Livingstone Partners LLC as investment banker; and Epiq Bankruptcy Solutions, LLC, as claims, solicitation and balloting agent. MEDIMPACT HOLDINGS: S&P Affirms 'B+' CCR, Outlook Remains Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on MedImpact Holdings Inc. The outlook is stable. S&P said, "We also affirmed our 'BB-' issue-level rating on MedImpact's term loan. The recovery rating on this debt '2', indicating our expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of a payment default. "We affirmed the corporate credit rating on the company despite worse-than-anticipated fundamental headwinds in the core health care subsidiary (MedImpact OpCo Holdings Inc. [MIO]), because we expect revenue growth (including growth in the company's investment businesses) will allow the company to maintain FFO to debt in the high-20% range over the next few years. We are more negative on the business fundamentals due to a tougher-than-expected PBM competitive landscape, manifested by pricing pressure, large client losses, and another sluggish PBM selling season. In addition, we see many challenges facing the strategy to expand the burgeoning cash card and mail segments, given the limited synergy with its PBM segment, short operating track record, and intense competition within these two businesses. We also believe the core PBM business has margins below its PBM peers'. "The stable outlook reflects our expectation for a challenging PBM selling environment, partially offset by a gradual ramp-up in the lower-margin mail and cash card businesses. It also reflects our expectation that leverage will stay below 3.0x while FFO to debt ratio will be between 20%-30% in the next 12 months." MORGAN'S MAIDS: Unsecureds to be Paid $3K Under Exit Plan --------------------------------------------------------- Unsecured creditors of Morgan's Maids, LLC will be paid $3,000 under the company's proposed plan to exit Chapter 11 protection. The restructuring plan proposes to make a monthly payment of $50 over five years to creditors holding Class 4 general unsecured claims. Payment will start on the first day of the month following the effective date of the plan. The plan will be funded by income generated from the continued operation of Morgan's Maids' chiropractic business, according to the company's disclosure statement filed with the U.S. Bankruptcy Court for the Middle District of Tennessee. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/tnmb17-06252-35.pdf About Morgan's Maids LLC Morgan's Maids, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-06252) on September 13, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Marian F. Harrison presides over the case. The Debtor is represented by Steven L. Lefkovitz, Esq., in Nashville, Tennessee. OPTIMIZED LEASING: Exclusive Plan Filing Period Moved to July 6 --------------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida, at the behest of Optimized Leasing, Inc., has extended: (a) the 120-day time period during which the Debtor has the exclusive right to propose and file a plan of reorganization through July 6, 2018, and (b) the 180-day period during which the Debtor has the exclusive right to solicit acceptances of a plan of reorganization through Sept. 6, 2018. The Troubled Company Reporter has previously reported that the Debtor sought for exclusivity extension because it is still in the process of communicating with its creditors and formulating the structure of its plan of reorganization. In addition, the Debtor has entered into agreed orders which provide that the Debtor will file a plan of reorganization by July 2, 2018. The Debtor assured the Court that the request for extension is not submitted for purposes of delay and the Debtor said that the relief requested in this motion will not prejudice any party. About Optimized Leasing With its headquarters in Miami, Florida, Optimized Leasing, Inc., is in the trucking business. Optimized Leasing utilizes its various semi-trucks and trailers, some equipped with ThermoKing refrigeration units, to transport flowers, fruits, vegetables, and other perishable items throughout the U.S. Optimized Leasing filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Jay A. Cristol presides over the case. Elena P Ketchum, Esq., at Stichter Riedel Blain & Postler, P.A., serves as bankruptcy counsel to the Debtor, and Bill Maloney Consulting, is the financial advisor. ORBITAL ATK: Moody's Confirms Ba3 Notes Rating, Outlook Stable -------------------------------------------------------------- Moody's Investors Service has confirmed the Ba3 senior unsecured note ratings of Orbital ATK, Inc. ("OA" or the "company") following the acquisition of the company by Northrop Grumman. The rating outlook is stable. This concludes the review for upgrade that commenced on September 18, 2017. RATINGS RATIONALE The rating reflects OA's considerable backlog growth and an ambitious product development pace since the company was formed through the 2015 combination of Orbital Sciences with Alliant Techsystems. While competition has risen within some of OA's markets, higher US defense spending and greater strategic focus on space programs combined with OA's innovation and productivity should position the company to be a solid contributor of cash flow to Northrop Grumman. OA has been renamed as Northrop Grumman Innovation Systems. The outstanding 5.25% senior notes due 2021 and 5.50% senior notes due 2023 will be redeemed pursuant to indenture provisions. Northrop Grumman issued that redemption notice for the OA Notes on June 11, 2018. Upon completion of the redemption, Moody's expects to withdraw all ratings. Outlook Actions: Issuer: Orbital ATK, Inc. Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Orbital ATK, Inc. Senior Unsecured Regular Bond/Debenture, Confirmed at Ba3 (LGD5) Withdrawals: Issuer: Orbital ATK, Inc. Probability of Default Rating, Withdrawn , previously rated Ba2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 Corporate Family Rating, Withdrawn , previously rated Ba2 Orbital ATK, Inc., headquartered in Dulles, VA, designs, builds and delivers space, defense and aviation-related systems as a prime contractor and as a merchant supplier. Revenues in 2017 were $4.8 billion. The company was acquired by Northrop Grumman and became a business sector named Northrop Grumman Innovation Systems. PEN INC: Incurs $687,000 Net Loss in 2017 ----------------------------------------- PEN Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $687,068 on $7.87 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $556,001 on $8.11 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Pen Inc. had $2.18 million in total assets, $3.27 million in total liabilities and a total stockholders' deficit of $1.09 million. Net cash provided by operating activities was $438,558 for the year ended Dec. 31, 2017 as compared to net cash provided in operating activities of $444,453 for the year ended Dec. 31, 2016, a change of $5,895, or 1%. Net cash provided by investing activities was $165,906 for the year ended Dec. 31, 2017 as compared to cash provided by investing activities of $19,586 for the year ended Dec. 31, 2016. In both periods, the proceeds from sales of property and equipment exceeded the cost of equipment purchases. Net cash used in financing activities was $560,293 for the year ended Dec. 31, 2017 as compared to net cash used by financing activities of $537,430 for the year ended Dec. 31, 2016. During the year ended Dec. 31, 2017, the Company paid down $578,645 more than it received under the line of credit and repaid other debt in the amount of $96,648, partially offset by proceeds of $115,000 from advances from related parties. During the year ended Dec. 31, 2016, the Company paid down $504,231 more than we received under the line of credit and repaid other debt in the amount of $81,199. The report from the Company's independent accounting fir Salberg & Company, P.A., the Company's auditor since 2013, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a net loss and cash provided by operating activities of $687,068 and $438,558, respectively, in 2017 and has a working capital deficit, stockholders' deficit and accumulated deficit of $1,345,095, $1,096,005 and $6,587,235, respectively, at Dec. 31, 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/q3Lkav About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. PERFORMANCE FOOD: Moody's Affirms Ba3 CFR & Alters Outlook to Pos. ------------------------------------------------------------------ Moody's Investors Service affirmed Performance Food Group, Inc.'s ("PFG") Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of default rating, B2 senior unsecured note rating and SGL-2 Speculative Grade Liquidity rating (SGL). In addition, the ratings outlook was changed to positive from stable. "The change in outlook to positive reflects PFG's steady improvement in operating metrics and earnings and our view that operating performance will continue to strengthen as management focuses on driving sales and managing costs." Stated Bill Fahy, Moody's Senior Credit Officer. The combination of improved operating earnings and some debt reduction led to a steady decline in leverage on a debt to EBITDA basis from a high of about 4.5 times as of June 2015 to 3.6 times for the LTM period ending March 2018. "The affirmation and positive outlook also factor in the exit of its remaining financial sponsor ownership and its good liquidity," stated Fahy. Outlook Actions: Issuer: Performance Food Group, Inc. Outlook, Changed To Positive From Stable Affirmations: Issuer: Performance Food Group, Inc. Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba3 Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD6) RATINGS RATIONALE PFG benefits from being the third largest food service provider in the US, greater business diversification provided by its candy, snacks, and beverages segment, moderate financial policy and good liquidity. However, PFG is constrained by its more modest operating margins versus its larger peers, acquisitive business strategy, higher operating cost environment and competitive pressures. The positive outlook reflects Moody's view that PFG's operating performance and credit metrics will continue to improve as the company successfully executes its growth initiatives and focuses on lowering costs throughout its system while maintaining a balanced financial policy. The outlook also reflects its transition from a private sponsor owned entity to a publicly traded company. Factors that could lead to an upgrade include continued improvement in operating performance while maintaining a balanced financial policy that results in debt to EBITDA approaching 3.5 times and EBITA to interest above 3.0 times on a sustained basis. Whereas, a steady deterioration in operating performance or the adoption of a more aggressive financial policy that results in debt to EBITDA sustained above 4.25 times or EBITA to interest falling below 2.5 times on a sustained basis could lead to a downgrade. A sustained deterioration in liquidity for any reason could also lead to a downgrade. Performance Food Group, Inc., a wholly owned subsidiary of Performance Food Group Company (PFGC) headquartered in Richmond, Virginia, is a food distributor with annual revenues of approximately $17.5 billion. PINKTOE TARANTULA: Seeks Sept. 17 Exclusive Plan Period Extension ----------------------------------------------------------------- Pinktoe Tarantula Limited and its affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend the periods within which only the Debtors may file a chapter 11 plan and solicit acceptances thereof by 90 days, through and including Sept. 17, 2018 and Nov. 14, 2018, respectively. The Court will hold a hearing on Aug. 8, 2018 at 11:00 a.m. to consider extending the Debtors' Exclusive Periods. Objection deadline is on July 2, 2018 at 4:00 p.m. Unless extended, the Debtors' Plan Period and Solicitation Period will expire on June 18, 2018 and Aug. 16, 2018, respectively. The Debtors anticipate filing a chapter 11 plan and disclosure statement in the near future. The Debtors have closed several stores and rejected several nonresidential real property leases related thereto. One nonresidential real property lease remains in place, which is related to a property in New York City that has been subleased to a subtenant who is paying rent at a level sufficient to satisfy the Debtors' obligations under the lease. Further, the Debtors are in the process of completing the liquidation of their assets, including inventory. The Debtors contend that they have made significant progress in moving these Chapter 11 Cases. Initially, the Debtors' management focused on responding to the many time-consuming demands that inevitably accompany chapter 11 filings. Particularly, the Debtors' management, employees, and advisors devoted substantial time and effort over the first three months of these cases to a number of tasks, including the following: A. filing numerous First Day and Second Day motions, all of which have been approved on a final basis and were necessary to facilitate a smooth transition into chapter 11, including authorization to (i) continue use of the Debtors' existing bank accounts, cash management system, business forms, and intercompany transactions; (ii) pay prepetition wages, compensation, and employee benefits; (iii) pay certain prepetition taxes and related obligations; (iv) continue certain customer programs; (v) continue credit and debit card processing in the ordinary course; (vi) pay shipping and warehousing charges in the ordinary course; (vii) maintain existing insurance policies, pay all insurance obligations arising thereunder, renew, revise, extend, supplement, change or enter into new insurance policies; and (viii) implement certain store closing procedures. B. obtaining approval of orders to facilitate efficient administration of the Chapter 11 Cases, including directing the joint administration of the Chapter 11 Cases and establishing a bar date for creditors to file prepetition claims; C. proposing and finalizing the terms of the DIP Facility, as well as the final order approving the DIP Facility; D. responding to numerous inquiries and demands from employees, vendors, governmental authorities, utilities, landlords, customers, and other parties in interest; E. implementing procedures to comply with the substantial reporting and disclosure requirements generally imposed on debtors in possession; F. completing the Debtors' schedules and statements, which were filed on March 28, 2018; and G. responding to numerous diligence requests by, among others, the United States Trustee. About Pinktoe Tarantula Pinktoe Tarantula Limited is located in New York City, and was founded in 2011. The Company, together with its subsidiaries, operate in the shoe stores industry. Pinktoe Tarantula, and affiliates Desert Blonde Tarantula Limited and Red Rump Tarantula Limited sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10344 to 18-10346) on Feb. 17, 2018. In the petitions signed by CRO William Kaye, Pinktoe Tarantula estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million; Desert Blonde estimated its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million; and Red Rump estimated its assets at up to $50,000 and its liabilities at between $1 million and $10 million. Judge Kevin J. Carey presides over the case. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtors' bankruptcy counsel. The Office of the U.S. Trustee on March 23, 2018, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. PLAYHUT INC: Taps Armory Consulting as Financial Advisor -------------------------------------------------------- Playhut, Inc., seeks authority from the United States Bankruptcy Court for the Central District of California (Los Angeles) to hire Armory Consulting Co., as its financial advisor. Professional services to be rendered by Armory are: a. provide strategic guidance to prepare and assist the Debtor through its Chapter 11 bankruptcy; b. manage reporting requirements pertaining to the Bankruptcy Court and the U.S. Trustee's office, including monthly operating reports, and cash flow projections; c. assist with negotiating and serving as a liaison between the Debtor and its creditors or their representatives; d. provide testimony, including deposition testimony, before the Bankruptcy Court on matters within Armory's expertise and consistent with Armory's scope of services; e. assist with the development of a plan of reorganization; f. evaluate the possible rejection of any executory contracts and unexpired leases; g. assist in the evaluation and analysis of avoidance actions and causes of action; h. oversee analysis of creditors' claims; and i. provide additional services as may be mutually agreed upon in writing between Debtor and Armory. James Wong, principal of Armory Consulting Co., attests that the Firm is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). Armory's current hourly rates are: PRINCIPAL HOURLY RATE James Wong $450 SENIOR CONSULTANT Dale Colombo $350 CONSULTANT Debbie Margolis $225 The firm can be reached through: James Wong Armory Consulting Co. 3943 Irvine Blvd., Suite #253 Irvine, CA 92602 Phone: (714) 222-5552 Email: jwong@armoryconsulting.com About Playhut, Inc. Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer based in City of Industry, California, offering innovative toys such as indoor and outdoor play structures, baby structures, dolls, and plushes. Founded in 1992, Playhut's products are sold North and South Americas, Europe, Asia, and Australia. The company also partners with major retailers such as Walmart, Target, Kmart, Toys'R'US, Costco, Amazon, QVC, JC Penney and licensed brands such as Disney, Marvel, Nickelodeon, HiT, Lucasfilms. Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng, president, the Debtor estimates $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Julia W. Brand. Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as general bankruptcy counsel to the Debtor. POP'S PAINTING: Taps Nperspective Advisory as Financial Advisor --------------------------------------------------------------- Pop's Painting Inc. seeks authority from the United States Bankruptcy Court for the Middle District of Florida (Tampa) to hire Nperspective Advisory Services, LLC, as financial advisor. Professional services Nperspective will render are: a. review and evaluate operations, business plans and financial projections with the objective of assisting the Debtor a in improving its operating performance and enhancing its enterprise value; b. assist management in designing and implementing programs to manage and divest assets, improve operations, reduce costs and restructure as necessary; c. advise and assist management in seeking, negotiating and obtaining takeout and/or exit financing to fund a plan of reorganization, if necessary; d. advise and assist management with respect to a plan of reorganization and negotiations regarding the same; e. assist management with the reporting requirements in the bankruptcy case; and f. perform other work as may be requested by management. Nperspective will charge $225 per hour for temporary CFO work and $295 per hour for services relating to the bankruptcy case plus reasonable expense including mileage at the rate of $0.535 per mile. Nperspective has been assisting the Debtor as financial advisor since March 2017. A separate Chapter 11 case was filed on the Petition Date by POp's Coatings, Inc. The sole shareholder of Pop's Painting, Inc., is Mark Woods. The sole shareholders of Pop's Coatings are Christopher Woods and Jamie Woods, who are the sons of Mark Woods'. Pop's Painting and Pop's Coatings operate from the same facility and have certain intercompany relationships, although they operate in different lines of business (i.e. painting vs. coating). The direct cause of the two filings is litigation brought by various unions, in which the unions are claiming in part that Pop's Coatings is the alter ego or otherwise engaged in a single enterprise with Pop's Painting. The Debtors deny the allegations in general, and as to the relationship between the two companies specifically. Both Pop's Painting and Pop's Coatings propose to employ Nperspective to represent them in their respective cases, and each believe that the joint representation by Nperspective is in the best interests of the estates. William A. Long, Jr., employee of Nperspective Advisory Services, attests that Nperspective is disinterested as such term is defined by Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Long, Jr. Nperspective Advisory Services, LLC 200 North Westshore Blvd., Suite 200 Tampa, FL 33602-4813 About Pop's Painting Pop's Painting -- http://www.popsinc.net/-- is a privately held company in Lakeland, Florida, that offers abrasive blasting, protective coatings and liners, powder coating, and intumescent coatings to individual and/or small business clients. The company's subsidiary, Pop's Coatings, provides the industry with powder coating, fusion bonded epoxy, Teflon, and other coatings and liners requiring heat cure. Pop's Painting Inc and Pop's Coatings, Inc., each filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04673 and Case No. 18-04674) on June 4, 2018. The cases are assigned to Judge Caryl E. Delano. STICHTER, RIEDEL, BLAIN & POSTLER, P.A., serves as the Debtors' counsel. At the time of filing, Pop's Painting estimated $1 million to $10 million in both assets and liabilities; and Pop's Coatings estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. POP'S PAINTING: Taps Stichter, Riedel, Blain & Postler as Counsel ----------------------------------------------------------------- Pop's Painting Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida (Tampa) to hire Stichter, Riedel, Blain & Postler, P.A. as counsel. Professional services Stichter Riedel will render are: a. render legal advice with respect to the Debtor's powers and duties as debtor in possession, the continued operation of the Debtor's business, and the management of its property; b. prepare on behalf of the Debtor necessary motions, applications, orders, reports, pleadings, and other legal papers; c. appear before the Court and the United States Trustee to represent and protect the interests of the Debtor; d. assist with, participate in, and seek any court approval necessary for modification or rejection of collective bargaining agreements between the Debtor and any union or similar counterparties; e. assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganization, draft such a plan and a related disclosure statement, and take necessary legal steps to confirm such a plan; f. represent the Debtor in all adversary proceedings, contested matters, and matters involving administration of this case; g. represent the Debtor in negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; and h. perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. Prior to the filing, Stichter Riedel received the sum of $10,000.00 as retainer from the Debtor. Elena Paras Ketchum, shareholder of Stichter, Riedel, Blain & Postler, P.A., attests that Stichter Riedel is disinterested as such term is defined by Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Elena P. Ketchum, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Tel: 813-229-0144 Fax: 813-229-1811 E-mail: eketchum.ecf@srbp.com eketchum@srbp.com About Pop's Painting Pop's Painting -- http://www.popsinc.net/-- is a privately held company in Lakeland, Florida, that offers abrasive blasting, protective coatings and liners, powder coating, and intumescent coatings to individual and/or small business clients. The company's subsidiary, Pop's Coatings, provides the industry with powder coating, fusion bonded epoxy, Teflon, and other coatings and liners requiring heat cure. Pop's Painting Inc and Pop's Coatings, Inc., each filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04673 and Case No. 18-04674) on June 4, 2018. The cases are assigned to Judge Caryl E. Delano. STICHTER, RIEDEL, BLAIN & POSTLER, P.A., serves as the Debtors' counsel. At the time of filing, Pop's Painting estimated $1 million to $10 million in both assets and liabilities; and Pop's Coatings estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. PRECIPIO INC: Adjourns Annual Meeting of Shareholders to July 6 --------------------------------------------------------------- Precipio, Inc.'s 2018 annual meeting of shareholders, originally scheduled for 9:30 a.m., Eastern Standard Time on Friday, June 15, 2018 at the offices of the Company at 4 Science Park, New Haven, CT 06511 was adjourned due to the fact that the percentage of shareholders participating in the proxy vote totaled approximately 45%, thereby not reaching the quorum of 50% required to conduct business and approve the measures. The meeting is rescheduled for July 6, 2018 at 10:00 a.m. Eastern Standard Time at the offices of the Company. Company management noted that of the votes received, all measures requiring a for/against vote received a "For" vote of over 95%. "I appreciate the overwhelming shareholder support for the measures put forth by the company, as demonstrated in the affirmative vote of over 95% of voters for these measures," said Ilan Danieli, CEO of Precipio. "Over the next few weeks, we will be reaching out to additional shareholders through various measures to obtain the necessary additional votes to meet the quorum. The company remains focused on growth and achieving continuous positive results, as have been demonstrated in recent quarters." For questions concerning the 2018 Annual Meeting, please contact the company by email at investors@precipiodx.com or by phone to (203) 787 7888. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. The audit opinion included in the company's Annual Report on Form 10-K for the year ended Dec. 31, 2017 contains a going concern explanatory paragraph. Marcum LLP, the Company's auditor since 2016, stated that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Precipio reported a net loss available to common stockholders of $33.21 million in 2017 and a net loss available to common stockholders of $4.08 million in 2016. As of March 31, 2018, Precipio had $26.09 million in total assets, $12.68 million in total liabilities and $13.40 million in total stockholders' equity. Nasdaq Delisting Notice On March 26, 2018, Precipio received written notice from The Nasdaq Stock Market LLC indicating that, based on the closing bid price of the Company's common stock for the preceding 30 consecutive business days, the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The Notice has no immediate effect on the listing of Precipio's common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol "PRPO" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio has a period of 180 calendar days, or until Sept. 24, 2018 to regain compliance with the Minimum Bid Price Requirement. PRINCETON ALTERNATIVE: Delays Plan for Conclusion of Arbitration ---------------------------------------------------------------- Princeton Alternative Income Fund, LP, and Princeton Alternative Funding LLC ask the U.S. Bankruptcy Court for the District of New Jersey to extend for an additional 120 days: (i) the period during which the Debtors have the exclusive right to file a plan, through and including Nov. 6, 2018, and (ii) the time period during which the Debtors have the exclusive right to solicit acceptances of any such plan, through and including Jan. 7, 2019. A hearing will be held on June 25, 2018, at 11:00 a.m., during which time the Court will consider extending Debtors' Exclusive Periods. Currently, the Exclusive Filing Period expires on July 7, 2018, and the Exclusive Solicitation Period expires on September 5, 2018. The Debtors tell the Court that they have been proceeding diligently and in good faith, and that they are not seeking to extend the exclusivity periods to delay this proceeding or to impair the rights of creditors, and the outcome of the arbitration is likely to have a significant impact on the structure of a Plan. Accordingly, cause exists for the Court to grant the requested extension of the Exclusive Periods. The Debtors contend that in addition to the usual administrative matters faced by Debtors in Chapter 11, their attention and efforts in the early stages of this bankruptcy case have been focused on responding to a series of motions brought by Ranger Specialty Income Fund, LP, Ranger Direct Lending Fund Trust, and Ranger Alternative Management II, LP. These motions have included motions for relief from the automatic stay, a motion to dismiss or abstain or for the appointment of a trustee, a motion for a Rule 2004 examination, and a motion for contempt. Most of these motions were brought on shortened notice. In addition, the Debtor has had to address Ranger's objections to almost every application made in these cases. Further, there have been disputes over issues relating to the sealing of documents and confidentiality. Moreover, the Debtors and Ranger are embroiled in a JAMS arbitration, the recent (post stay relief) hearings with regard to which have involved significant time and effort on the part of the Debtors' officers. The Debtors contend that the outcome of the arbitration will impact the ultimate structure of a Plan. The Debtors have been working on such a Plan even though limited by the uncertainties resulting from the pendency of the arbitration, but the Plan cannot be finalized until there is a ruling in the arbitration as to the value of Ranger's equity interest and the impact of that ruling has been analyzed. Because a necessary predicate to any final plan of reorganization or liquidation, i.e., a ruling in the JAMS arbitration, has not yet occurred, the Debtors assert that additional time is needed to formulate a Plan in final form. About Princeton Alternative Princeton Alternative Income Fund, LP, and Princeton Alternative Funding LLC, a fund management company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No. 18-14603) on March 9, 2018. In the petitions signed by John Cook, authorized representative, PAIF estimated assets of $50 million to $100 million and liabilities of $1 million to $10 million. PAF had estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Michael B. Kaplan presides over the cases. Sills Cummis & Gross, P.C., is the Debtor's counsel. The Debtors tapped JAMS/Hon. Steven Rhodes to provide mediation services, to take place in New York City. PRODUCTION PATTERN: Has Until Sept. 15 to Exclusively File Plan --------------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada extended, at the behest of Production Pattern and Foundry Co., Inc., the exclusivity period during which only the Debtor may file a plan of reorganization and solicit acceptances of the Plan through and including Sept. 15, 2018. Judge Beesley has also granted the Debtor's request to continue the hearing to consider approval of the Disclosure Statement to July 17, 2018, at 3:30 p.m. As reported by the Troubled Company Reporter on May 24, 2018, the Debtor previously had until June 15, 2018, to exclusively file a plan of reorganization and solicit acceptances of the Plan. The hearing to consider the approval of the Disclosure Statement was also scheduled for June 13, 2018, at 2:00 p.m. The Debtor's primary secured creditor, Bank of the West, advised the Debtor of its intent to vigorously object to the Disclosure Statement approval unless the Debtor and BOW are able to resolve certain disagreements on mutually agreeable terms. However, the key person at BOW is on vacation for a three-week period and will not be available to engage in the required negotiations with the Debtor prior to the current due date for objections to the Disclosure Statement. Thus, BOW asked the Debtor to continue the hearing on the Disclosure Statement so that the parties can have sufficient time to engage in negotiations. A copy of the court order is available at: http://bankrupt.com/misc/nvb17-51106-207.pdf About Production Pattern and Foundry Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/ -- is a TS-16949 Certified, casting foundry, producing aluminum castings for a wide variety of industries. PPF produces parts and equipment components for a broad spectrum of markets -- from chip-making equipment to drinking fountains. Typical PPF customer applications have included: housings mounting bases, manifolds, valve bodies, door hinges and brackets. The company also has experience in heavy truck manufacturing, semiconductor chip manufacturing equipment, medical and dental equipment manufacturing, construction, utility, packaging machinery and sports equipment industries. Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-51106) on Sept. 20, 2017. In the petition signed by Arlene Cochran, president, the Debtor estimated assets and liabilities of $10 million to $50 million. The case is assigned to Judge Bruce T. Beesley. The Debtor hired Minden Lawyers, LLC, as its bankruptcy counsel and Harris Law Practice LLC as co-counsel. PROTEA BIOSCIENCES: Seeks 90-Day Exclusive Periods Extension ------------------------------------------------------------ Protea Biosciences, Inc., and Protea Biosciences Group, Inc., ask the U.S. Bankruptcy Court for the Northern District of West Virginia to extend the exclusive periods for the Debtors to file and obtain acceptance of a plan for a period of 90 days. The Debtors closed on the sale of substantially all of their operating assets on February 2, 2018. The Debtors assert that cause exist to extend the Exclusivity Period under the following factors: A. The cases involve more than $10 million in debt and remaining assets worth an uncertain amount. There are significant and complex assets that need to be administered including the benefits of net operating losses and potential claims against third parties which need to be analyzed and preserved; B. The Debtors' are in the process of finalizing a possible transaction that could form the basis of the Debtors' plan. The Debtors’ need additional time to consummate the transaction which the Debtors currently believe could yield the highest and best return for the creditors. The Debtors anticipate filing a motion to approve the proposed transaction in the very near future; C. The Debtors are investigating potential litigation claims which may impact proposed reorganization plan; D. The Debtors continue to progress toward reorganization in good faith. No trustee has been appointed and no party has ever alleged the Debtors are not proceeding in good faith; E. The Debtors are paying their post-petition debts as they become due; F. The Debtors have very good prospects of filing a viable plan considering that the Debtors currently have no secured debt and the Debtors believe that a reorganization plan would yield a return in excess of what the creditors would receive in a chapter 7 liquidation; G. This case has only been pending since December 1, 2017, a short time for the Debtors to fully analyze possible plans and scenarios that will lead to a successful reorganization; and H. The Debtors are not seeking the extension to pressure creditors. About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC, is the Committee's legal counsel and Johnson Law, PLLC, is its local counsel. PUGLIA ENGINEERING: Princess Cruise Lines Resigns from Committee ---------------------------------------------------------------- The Office of the U.S. Trustee for Region 18 on June 15 announced the resignation of Princess Cruise Lines, Ltd. as member of the official committee of unsecured creditors in the Chapter 11 case of Puglia Engineering Inc. The remaining members of the committee are Blastone, Fredrick Brandt and Pacific Welding Supplies LLC. About Puglia Engineering Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a ship builder and repairer based in Tacoma, Washington. It is a privately-held company founded in 1991. The company has locations in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland, California. Puglia Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14, 2018. In the petition signed by Neil Turney, president, the Debtor disclosed $14.26 million in assets and $21.13 million in liabilities. Judge Brian D. Lynch presides over the case. James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee for Region 18 appointed an official committee of unsecured creditors on May 3, 2018. The Committee retained CKR Law LLP as its legal counsel; DBS Law, as local counsel; McKool Smith, P.C., as special litigation counsel. PURE AGROBUSINESS: Taps Bold Legal LLC as Special Counsel --------------------------------------------------------- Pure Agrobusiness, Inc., and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the District of Colorado to hire Bold Legal LLC as special counsel to advise on matters involving leases, business strategy, commercial transactions, business organization, and financing issues. Mr. David Kendall will provide a majority of the work for the Debtor, and bills at an hourly rate of $600 per hour. Other attorneys in his office have hourly rates that include a paralegal at the rate of $250 per hour and attorneys that bill at rates of $380 and 490 per hour. David Kendall, manager of Bold Legal LLC, attests that his firm does not hold or represent any interest adverse to the Debtors or their estates with respect to the matters upon which it is to be engaged. The counsel can be reached through: David J. Kendall, Esq. 1600 Broadway Suite 1550 Denver, CO 80202 Phone: +1 720-745-4260 About Pure Agrobusiness Pure Agrobusiness, Inc. is a holding company devoted to the organic growth of its existing divisions, including retail and wholesale, and to the acquisition, consolidation and integration of hydroponic retail stores throughout the United States. It supplies lighting products, fertilizer and nutrient products, controllers and technology products, environment control equipment, and grow-mediums to the medical and recreational cannabis industry as well as to the indoor horticulture and specialty crop market. Way to Grow, Inc. and Green Door Hydro and Solar Electric, Inc. are subsidiaries of Pure Agrobusiness. Way to Grow, Inc., is a supplier in the hydroponics market with over six strategic locations in Colorado while Green Door is a hydro shop in downtown Los Angeles. Pure Agrobusiness, Way to Grow, and Green Door sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 18-14334, 18-14330 and 18-14333) on May 18, 2018. The cases are jointly administered under Case No. 18-14330. In the petitions signed by Richard Byrd, chief executive officer, each of the Debtor estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. QUANTUM CORP: Delays Form 10-K Filing Amid Audit Investigation -------------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the year ended March 31, 2018. As previously announced in the Form 8-K filed by the Company with the SEC on Feb. 8, 2018, on Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016, which was subsequently revised in discussions with the SEC to include transactions commencing Jan. 1, 2016. Following receipt of the SEC subpoena, the Company's Audit Committee began an independent investigation with the assistance of independent advisors, which is ongoing. In response to the subpoena, the Company has produced certain documents and provided certain information to the Staff of the SEC. In connection with the Audit Committee's investigation, the Company and its advisors are performing additional work related to the periods included within Form 10-K, which might result in adjustments to the financial statements and related disclosures, as well as internal controls over financial reporting. As a result of these developments, the Company has been unable to complete its preparation and review of its Form 10-K (including management's assessment of the effectiveness of its internal control over financial reporting as of March 31, 2018) in time to file within the prescribed time period without unreasonable effort or expense. While the Company continues to work expeditiously to conclude this review and file the Form 10-K as soon as practicable, the Company does not anticipate filing such Annual Report on Form 10-K within the fifteen day extension provided by Rule 12b-25(b). The Company said it will continue to devote the resources necessary to complete the Form 10-K, including management's assessment of internal control over financial reporting, and the Form 10-Q for the fiscal quarter ended Dec. 31, 2017, as soon as practicable. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. From small businesses to major enterprises, more than 100,000 customers have trusted Quantum to address their most demanding data workflow challenges. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities and a total stockholders' deficit of $124.3 million. On Jan. 11, 2018, Quantum received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016. Following receipt of the SEC subpoena, the Company's audit committee began an independent investigation with the assistance of independent advisors, which is currently in process. On Feb. 15, 2018, the New York Stock Exchange notified Quantum that it is not in compliance with the NYSE's continued listing standard because the company has not timely filed Form 10-Q for its fiscal third quarter 2018 ended Dec. 31, 2017. R.J. REAL ESTATE: Case Summary & 5 Unsecured Creditors ------------------------------------------------------ Debtor: R.J. Real Estate Enterprises, L.L.C. 10643 North Frank Lloyd Wright Boulevard, Suite 202 Scottsdale, AZ 85259 Business Description: R.J. Real Estate Enterprises, L.L.C. is a real estate company that owns in fee simple two real properties located at 7215/7223 West Indian School Road, Phoenix Arizona and 10643 North Frank Llyod Wright, Suite 202, Scottsdale, Arizona having a total aggregate value of $1.12 million. Chapter 11 Petition Date: June 16, 2018 Case No.: 18-07023 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Mark J. Giunta, Esq. LAW OFFICE OF MARK J. GIUNTA 531 East Thomas Road, Suite 200 Phoenix, AZ 85012 Tel: 602-307-0837 Fax: 602-307-0838 Email: markgiunta@giuntalaw.com Total Assets: $1.16 million Total Liabilities: $1.31 million The petition was signed by Andrew J. Piotrowski, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/azb18-07023.pdf RADIOLOGY PARTNERS: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating to Radiology Partners Holdings, LLC. Moody's also assigned B2 (LGD3) ratings to Radiology Partners, Inc.'s secured first lien term loans and revolving credit facility and a Caa2 (LGD6) rating to its second lien term loans. The rating outlook is stable. The following ratings were assigned: Radiology Partners Holdings, LLC Corporate Family Rating at B3 Probability of Default Rating at B3-PD Rating outlook: assigned stable Radiology Partners, Inc. $150 million guaranteed senior secured revolving credit facility expiring 2023 at B2 (LGD3) $680 million guaranteed senior secured first lien term loan due 2025 at B2 (LGD3) $220 million guaranteed senior secured first lien delayed draw term loan due 2025 at B2 (LGD3) $240 million guaranteed secured second lien term loan due 2026 at Caa2 (LGD6) $75 million guaranteed secured second lien delayed draw term loan due 2026 at Caa2 (LGD6) RATINGS RATIONALE The B3 Corporate Family Rating reflects Radiology Partners' very high financial leverage combined with an aggressive debt funded growth strategy. The company's adjusted debt/EBITDA, including acquisition related pro forma adjustments, was approximately 8.0 times at the end of March 31, 2018. This leaves little cushion within the current rating, and any further increase in leverage could result in a downgrade. After executing two large acquisitions in December 2017 (Southwest Diagnostic Imaging and Renaissance Imaging Medical Associates), the company will grow its revenues significantly in 2018. Successful integration of these newly acquired businesses and realization of synergies is incorporated in Moody's projections. Therefore, any unexpected challenges related to the integration which results in deteriorating operating performance could negatively impact Radiology Partner's ratings. Radiology Partners operates in a highly fragmented industry with no single player holding more than 3% of the US domestic market. While the relatively large size of the company compared to peers provides economies of scale, competition nevertheless remains stiff. Radiology Partners specializes in high value professional radiology physician services provided at hospitals and outpatient centers. The company has high flexibility in managing its costs and low capital expenditure needs because it does not own and/or manage expensive medical equipment used in radiology examinations. The majority of Radiology Partner's investments are directed toward acquiring established practices. Unlike many other subsectors of the US healthcare industry, Radiology Partners' profits are less vulnerable to industrywide pricing pressure. Typically, the professional interpretation of radiology test results -- Radiology Partner's core business -- constitutes only around 10% of total radiology examination cost. This component has remained resistant to industrywide pricing pressures both because of its smaller proportion of total examination cost as well as its highly specialized nature. The rating outlook is stable. The stable outlook reflects Moody's expectation that although the company's business will perform well, its leverage will remain very high over the next one-two years because of its continuing debt funded growth strategy. Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates, it fails to effectively integrate acquired practices, or if the company's financial policies become more aggressive. Ratings could also be downgraded if at any point Moody's believes that company will be unable reduce leverage below 7.5 times over the next 12-18 months. Ratings could be upgraded if Radiology Partners materially increases its size and scale, and grows its earnings by smoothly integrating newly acquired practices. Additionally, the company's leverage -- as measured by adjusted debt/EBITDA -- would need to be sustained below 6.5 times before Moody's would consider an upgrade. Headquartered in El Segundo, CA, Radiology Partners is one of the largest physician-led and physician-owned radiology practice in the U.S. The company is 37% owned by New Enterprise Associates (56% voting rights), 19% by Future Fund, 32% by physicians, 9% by management and 3% by other investors. The company employs over 885 physicians to serve more than 625 hospitals and outpatient centers in 16 states across the US. Radiology Partners, Inc (the borrowing entity) is a wholly owned subsidiary of Radiology Partners Holdings LLC. Pro forma revenues are approximately $616 million. RADIOLOGY PARTNERS: S&P Gives B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to physician services company Radiology Partners Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to subsidiary Radiology Partners Inc.'s senior secured first-lien credit facility, consisting of a $150 million revolver, $680 million term loan, and $220 million delayed-draw term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery to lenders in the event of payment default. We also assigned our 'CCC+' issue level rating and '6' recovery rating to the company's $240 million second-lien term loan and $75 million delayed-draw second-lien term loan. The '6' recovery rating indicates our expectation for negligible (0% to 10%; rounded estimate: 0%) recovery to lenders in the event of payment default." RP is the largest physician-owned radiology practice in the U.S., with over 885 physicians providing outsourced radiology professional services. Since its founding in 2012 by NEA, RP has grown rapidly by acquiring established radiology groups and providing them with capital resources and business expertise, while allowing the physician partners to maintain clinical governance. The company's physician partners own roughly 40% of the company, while financial sponsor NEA and managing partners own the remaining 60%. S&P said, "The stable rating outlook on RP reflects our expectation that the company will generate 6%-8% organic growth and sustain margins around 16%-18% through a mix of organic and acquisitive growth. We expect the company to sustain leverage over 7x and to generate about $20 million of free operating cash flow in 2019." REMARKABLE HEALTHCARE: Seeks October 10 Exclusive Period Extension ------------------------------------------------------------------ Remarkable Healthcare of Carrollton, LP, and its affiliated debtors asks the U.S. Bankruptcy Court for the Eastern District of Texas to extend the exclusive periods to file a plan of reorganization and to solicit acceptances thereof through and including Oct. 10, 2018 and Dec. 9, 2018, respectively. The Debtors believe that it is in the best interest of their reorganization efforts to allow them ample time to formulate and implement a plan after realizing their efforts to decrease expenses, increase profitability and revenue, and continue financing talks. The Debtors also believe that the extension is necessary to not only allow the Debtors the time they need, but to also allow the Debtors to achieve and analyze the results of their refocused business to finalize their plan of reorganization to provide an optimal return for their creditors. The Debtors tell the Court that these reorganization cases are intended to provide them and their estates a forum for the orderly and efficient reorganization of their assets and satisfaction of outstanding obligations, including working to refinance or restructure their debts. The Debtors believe such process will be in the best interests of their creditors and estates. The Debtors assure the Court that they will continue to work on refinancing options while also implementing cost-cutting measures and profit-centered efficiencies to stabilize their businesses and increase growth and liquidity to repay their debts over time through a plan of reorganization. Throughout the course of these Reorganization Cases, the Debtors and their counsel have been in frequent and continuous discussions with Comerica Bank, their principle lender, regarding the Debtors' continued use of cash collateral. Budgeting and complying with Comerica's requests for information and reports has been a key focus of the Debtors and their counsel for the first few months. Post-petition, the Debtors have prepared and/or provided dozens of detailed financial/operational reports requested by Comerica. Specifically, the Debtors have worked to analyze expense and revenue trends and have cut costs and increased revenue since the filing of the Reorganization Cases. For example, the Debtors' annualized EBITDA for Q1 2018 is $1.3 million, which is a significant increase from Q1 2017, where Debtors' EBITDA was slight. The Debtors have also increased their Medicaid and Medicare Reimbursement rates significantly in the last year. Expenses per patient day (PPD) compared to this time last year are also down considerably, particularly as to management costs for the facilities. All of these are part of the significant restructuring efforts undertaken by Debtors. As to the strategic considerations of a potential refinancing, lending takeout, or sale, the Debtors have been in discussions with multiple investment firms, private equity firms, and high net worth individuals concerning these options. Specifically, the Debtors have met with numerous such firms and individuals and have several meetings scheduled to occur over the next two weeks. The Debtors believe these meetings will be fruitful and will provide the necessary foundation to consider whether and to what extent a refinancing, takeout, or sale might be a viable path for their eventual bankruptcy exit. Because the Debtors have been, and continue to be, focused on reducing expenses, increasing revenue, and analyzing company and facility trends, additional time for the Debtors to analyze and consider big picture strategic goals as to take out financing or a sale is essential. During the upcoming Summer months, the Debtors intend to realize and analyze the initial benefits of their cost-cutting measures and internal restructuring and continue talks with various lenders for potential takeout financing or refinancing of their outstanding debt with Comerica. This time will allow the Debtors to finalize a proposal for their plan package in the coming months and confirm and emerge from their reorganization in the future. Accordingly, the Debtors need additional time to work on the details of these overall plan concepts. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in both assets liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Remarkable Healthcare of Carrollton, LP, and its affiliates. ROCKPORT CO: Committee Taps Whiteford Taylor as Delaware Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Rockport Company, LLC, and its affiliates seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Whiteford, Taylor & Preston LLC as its Delaware counsel. Professional services WTP will render are: a. provide legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish Committee goals, bearing in mind that the Delaware Bankruptcy Court relies on Delaware counsel such as WTP to be involved in all aspects of each bankruptcy proceeding; b. draft, review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; c. draft, file and service of documents as requested by Cooley; d. prepare certificates of no objection, certifications of counsel, and notices of fee applications; e. print documents and pleadings for hearings, prepare binders of documents and pleadings for hearings; f. appear in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Cooley; g. monitor the docket for filings and coordinating with Cooley on pending matters that may need responses; h. participate in calls with the Committee; i. provide additional administrative support to Cooley, as requested; and j. take on any additional tasks or projects the Committee may assign. The current standard hourly rates of the WTP professionals are: Attorney Status Hourly Rate Discounted Rate -------- ------ ----------- --------------- Christopher M. Samis Partner $565 $508.50 L. Katherine Good Partner $540 $486.00 Aaron H. Stulman Associate $390 $351.00 Christopher Lano Paralegal $265 $238.50 WTP has voluntarily agreed to discount its professionals' fees by 10% from the standard hourly rates. 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, Christopher M. Samis disclosed that: -- the firm agreed to a 10% discount on its professional fees; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Committee in the 12 months prepetition; and -- WTP expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which WTP reserves all rights. The Committee has approved WTP's proposed hourly billing rates. Christopher M. Samis, partner of the law firm of Whiteford, Taylor & Preston LLC, attests that WTP does not have an interest adverse to the Debtors' estates and is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1103(b) of the Bankruptcy Code. The firm can be reached through: Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801 Tel: (302) 353-4144 Fax: (302) 661-7950 Email: csamis@wtplaw.com kgood@wtplaw.com astulman@wtplaw.com About Rockport Company The Rockport Company, LLC and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018, estimating under $100 million to $500 million in assets and liabilities. The Chapter 11 petitions were signed by Paul Kosturos, the Debtors' interim chief financial officer. Debtor Rockport Canada ULC is the operating entity for the Debtors' business in Canada. Rockport Canada is a wholly-owned subsidiary of Rockport, and all material decisions regarding Rockport Canada and its operations are made by Rockport personnel in the United States. Accordingly, the center of main interests for Rockport Canada is located in the United States. On May 16, 2018, the Debtors commenced an ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario, Canada before the Ontario Superior Court of Justice (Commercial List). The Debtor's counsel are Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq., and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP; their investment banker is Houlihan Lokey Capital, Inc.; and their restructuring and interim management advisor is Alvarez & Marsal North America LLC. Prime Clerk serves as the Debtors' claims, noticing agent and administrative advisor. On May 23, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Jay Indyke, Esq., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Committe Taps Cooley LLP as Lead Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of The Rockport Company, LLC, and its affiliates seeks authority from the United States Bankruptcy Court for the District of Delaware to retain Cooley LLP as its lead counsel. Services Cooley will render are: (a) attend the meetings of the Committee; (b) review financial and operational information furnished by the Debtors to the Committee; (c) analyze and negotiate the budget and the terms of the Debtors' use of cash collateral and debtor-in-possession financing; (d) assist in the Debtors' efforts to reorganize or sell their assets in a manner that maximizes value for creditors; (e) review and investigate prepetition transactions in which the Debtors and/or their insiders were involved; (f) assist the Committee in negotiations with the Debtors and other parties in interest on the Debtors' proposed chapter 11 plan and/or exit strategy for these cases; (g) confer with the Debtors' management, counsel, and financial advisor and any other retained professional; (h) confer with the principals, counsel and advisors of the Debtors' lenders and equity holders; (i) review the Debtors' schedules, statements of financial affairs, and business plan; (j) advise the Committee as to the ramifications regarding all of the Debtors' activities and motions before this Court; (k) file appropriate pleadings on behalf of the Committee; (l) review and analyze the Debtors' financial advisors' work product and report to the Committee; (m) investigate and analyze certain of the Debtors prepetition conduct, transactions, and transfers; (n) analyze the value of the go forward business; (o) provide the Committee with legal advice in relation to the chapter 11 cases; (p) prepare various pleadings to be submitted to the Court for consideration; and (q) perform such other legal services for the Committee as may be necessary or proper in these proceedings. Current hourly rates of the Cooley professionals are: Attorney Status Hourly Rate Discounted Rate -------- ------ ----------- --------------- Jay R. Indyke Partner $1,250 $1,125 Robert Winning Associate $900 $810 Sarah Carnes Associate $710 $639 Lauren Reichardt Associate $710 $639 Mollie Canby Paralegal $255 $229.50 Cooley has voluntarily agreed to discount its professionals' fees by 10% from the standard hourly rates. 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, Jay R. Indyke disclosed that: -- the firm agreed to a 10% discount on its professional fees; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the Committee in the 12 months prepetition; and -- the Committee has approved the budget and staffing plan for the period from May 23, 2018 through August 31, 2018. Jay R. Indyke, attorney at law and a partner of the law firm of Cooley LLP, attests that Cooley does not have an interest adverse to the Debtors' estates and is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1103(b) of the Bankruptcy Code. The counsel can be reached through: Jay R. Indyke, Esq. Robert Winning, Esq. Sarah A. Carnes, Esq. Lauren A. Reichardt, Esq. COOLEY LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7798 Tel: (212) 479-6000 Fax: (212) 479-6275 Email: jindyke@cooley.com rwinning@cooley.com scarnes@cooley.com lreichardt@cooley.com About Rockport Company The Rockport Company, LLC and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018, estimating under $100 million to $500 million in assets and liabilities. The Chapter 11 petitions were signed by Paul Kosturos, the Debtors' interim chief financial officer. Debtor Rockport Canada ULC is the operating entity for the Debtors' business in Canada. Rockport Canada is a wholly-owned subsidiary of Rockport, and all material decisions regarding Rockport Canada and its operations are made by Rockport personnel in the United States. Accordingly, the center of main interests for Rockport Canada is located in the United States. On May 16, 2018, the Debtors commenced an ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario, Canada before the Ontario Superior Court of Justice (Commercial List). The Debtor's counsel are Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq., and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP; their investment banker is Houlihan Lokey Capital, Inc.; and their restructuring and interim management advisor is Alvarez & Marsal North America LLC. Prime Clerk serves as the Debtors' claims, noticing agent and administrative advisor. On May 23, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Jay Indyke, Esq., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. ROCKPORT COMPANY: Committee Taps Province Inc as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of The Rockport Company, LLC, and its affiliates seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Province, Inc. as financial advisor to the Committee. Services Province will rendered for the Committee are: a. become familiar with and analyzing the Debtors' DIP budget, assets and liabilities, and overall financial condition; b. review financial and operational information furnished by the Debtors to the Committee; c. monitor the going concern sale process, interfacing with the Debtors' professionals, and advising the Committee regarding the process; d. assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims; e. prepare, or review as applicable, avoidance action and claim analyses; f. assist the Committee in reviewing the Debtors' financial reports, including, but not limited to, SOFAs, Schedules, cash budgets, and Monthly Operating Reports; g. advise the Committee on the current state of these chapter 11 cases; h. advise the Committee in negotiations with the Debtors and third parties as necessary; i. if necessary, participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and j. provide other activities as are approved by the Committee, the Committee's counsel, and as agreed to by Province. Province's standard hourly rates are: Principal $690 to $745 Managing Director $580 to $630 Senior Director $540 to $570 Director $470 to $530 Sr. Associate $375 to $460 Associate $340 to $390 Analyst $270 to $330 Para professional $150 Carol Cabello, senior director with the firm of Province, Inc., attests that neither she, Province, nor any employee thereof has any connection with the Debtors, their creditors, or any other parties in interest, or their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. The firm can be reached through: Carol Cabello Province, Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: 702-685-5555 Fax: 702-685-5556 About Rockport Company The Rockport Company, LLC, and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018, estimating under $100 million to $500 million in assets and liabilities. The Chapter 11 petitions were signed by Paul Kosturos, the Debtors' interim chief financial officer. Debtor Rockport Canada ULC is the operating entity for the Debtors' business in Canada. Rockport Canada is a wholly-owned subsidiary of Rockport, and all material decisions regarding Rockport Canada and its operations are made by Rockport personnel in the United States. Accordingly, the center of main interests for Rockport Canada is located in the United States. On May 16, 2018, the Debtors commenced an ancillary proceeding under Part IV of the Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario, Canada before the Ontario Superior Court of Justice (Commercial List). The Debtor's counsel are Mark D. Collins, Esq., Michael J. Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq., and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP; their investment banker is Houlihan Lokey Capital, Inc.; and their restructuring and interim management advisor is Alvarez & Marsal North America LLC. Prime Clerk serves as the Debtors' claims, noticing agent and administrative advisor. On May 23, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Jay Indyke, Esq., and Robert Winning, Esq., at Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good, Esq., at Whiteford, Taylor & Preston LLC. Counsel to the Prepetition Noteholders and DIP Note Purchasers are My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise & Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the Collateral Agent and DIP Notes Agent are Joshua Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler, Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Counsel to the ABL Administrative Agent and DIP ABL Agent are Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff, Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and Gregory A. Taylor, Esq., at Ashby & Geddes, P.A. Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq., and Evelyn Meltzer, Esq., at Pepper Hamilton LLP. The U.S. Trustee for Region 3 on May 23, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Rockport Company LLC. The Committee taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes, Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York; and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington, Delaware. RUNWAY LAND: Hires Michael J. McCrystal as Attorney --------------------------------------------------- Runway Land Holdings LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania (Reading) to hire Michael J. McCrystal, Esq., as attorney. The professional services Michael J. McCrystal, Esq. is to render are: a. give the debtor legal advice with respect to analyzing debtor's financial situation, rendering advice and assistance regarding the prudence of filing a petition in bankruptcy and the preparation and filing a Chapter 11 petition and plan of reorganization; and b. provide any other service not currently known to debtor but which may become apparent in the administration of the estate. Mr. McCrystal maintains a billable $275 hourly rate for his services. Michael J. McCrystal, Esq., assures the Court that he has no connection with the debtors, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. The firm can be reached through: Michael J. McCrystal, Esq. MCCRYSTAL LAW OFFICES 2355 Old Post Rd Ste 4 Coplay, PA 18037-2459 Tel: (610) 262-7873 Fax: 610-262-2219 E-mail: mccrystallaw@gmail.com About Runway Land Holdings Runway Land Holdings LLC listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a real property located at 2201 Schoenersville Rd, Allentown, Pennsylvania having an appraised value of $1.6 million. Runway Land Holdings filed a Chapter 11 Petition (Bankr. E.D. Pa. Case No. 18-13809) on June 7, 2018. In the petition signed by Ioannis Bozakis, president, the Debtor disclosed $1.6 million in assets and $1.61 million in liabilities. The case is assigned to Judge Richard E. Fehling. Michael J. McCrystal, Esq. at MCCRYSTAL LAW OFFICES represents the Debtor as counsel. SAVAGE ENTERPRISES: Moody's Assigns 'B1' CFR & Term Loan B Rating ----------------------------------------------------------------- Moody's Investors Service assigned first-time ratings for Savage Enterprises, LLC, the principal operating subsidiary of Savage Companies, including a B1 Corporate Family Rating ("CFR"), B1-PD Probability of Default Rating and a B1 rating on Savage's proposed senior secured term loan B due 2025. Proceeds of the new debt along with about $359 million of rollover equity from shareholders of Bartlett and Company, LP and $6 million of ABL revolver borrowings are expected to refinance existing debt and fund the approximate $1.3 billion acquisition of Bartlett, an agribusiness focused mainly on grain merchandising, storage, transportation and logistics. The ratings outlook is stable. RATINGS RATIONALE The B1 CFR considers the company's increased scale as a result of the acquisition, which will expand Savage into the grain processing and handling business, adding geographic, end market and customer diversity. The acquisition is the largest and most significant step in a longer term strategy to diversify the business mix beyond the traditional focus on energy markets, in response to secular and competitive trends. The agriculture business is nonetheless also cyclical and the move into commodity processing is outside Savage's base of material handling and logistics. Savage has traditionally carried minimal debt but is increasing leverage meaningfully to the low 4x range pro forma debt-to-EBITDA (all metrics after Moody's standard adjustments). The company has a good track record of executing growth through acquisitions, albeit not of Bartlett's magnitude. Its long term relationships with a broad base of blue chip customers support its position as an important partner in the supply and distribution chains of its customers. These factors and the good liquidity profile, supported by Moody's expectations for positive free cash flow approaching at least $100 million annually over the next 12-18 months, lend support to the B1 CFR. The rating also reflects Savage's exposure to highly cyclical end markets and competition in the fragmented transport and logistics sector. Its marine and truck transportation services are also cyclical, and the trucking sector faces rising costs amid labor inflation and driver turnover in a tight capacity environment. The acquisition will bring direct commodity risk to Savage, mainly volume risk from fluctuations in the demand for grain, and makes it susceptible to potential changes in US-Mexico trade relations given Bartlett's heavy reliance on cross-border shipments. Bartlett's comparatively lower margin profile is also dilutive to Savage's operating margins, which have nonetheless trended down. At over two times Savage's size, Bartlett presents execution risks, including managing a substantial debt burden of about $1.1 billion. As a result of these factors, Moody's believes the capacity for further debt leveraging actions at the B1 rating category is constrained, and expects the company to focus on the integration, achieving operational synergies and reducing debt and leverage over the next 18-24 months. The stable outlook balances the integration and execution risks of the acquisition against Moody's expectations of operating profit margins consistent with the B1 rating level and good liquidity, including ample availability under the ABL revolver and positive free cash flow generation that should support debt reduction. Given the company's acquisitive nature, free cash flow is also likely to be used for bolt on acquisitions. The ratings could be downgraded should Savage pursue other large debt fund acquisitions prior to successful integration of Bartlett or with weakening operating results such that Moody's expects debt-to-EBITDA to approach 5x or a sustained deterioration in operating margins or the cash flow profile with free cash flow-to-debt falling below 6.5%. A more aggressive financial policy, including debt funded shareholder distributions, would also drive downward ratings pressure. Upward ratings could develop with diversification that reduces cyclicality and sustainably stronger credit metrics, including operating margins consistent with higher rated peers, debt-to-EBITDA below 3.5x and free cash flow-to-debt in excess of 10%. This would need to be accompanied by higher cash balances or greater external funding availability. Savage would also need to profitably grow revenue with positive end market conditions to be considered for an upgrade. Assignments: Issuer: Savage Enterprises, LLC Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Senior Secured Bank Credit Facility, Assigned B1 (LGD4) Outlook Actions: Issuer: Savage Enterprises, LLC Outlook, Assigned Stable The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Savage Companies is a transport and logistics company providing a range of services, including materials handling, waste disposal and transportation, to industrial and rail customers. Savage is acquiring the grain and milling businesses of Bartlett and Company, LP, an agribusiness focused on the acquisition, storage, transportation, processing and merchandising of grain, and a leading exporter of grain to Mexico from the United States. Revenues were approximately $2.5 billion pro forma for the Bartlett acquisition, as of the last twelve months ended March 31, 2018. SAVAGE ENTERPRISES: S&P Assigns 'B+' CCR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Salt Lake City-based Savage Enterprises LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the company's proposed $1.1 billion seven-year senior secured term loan B. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The company will have about $1.1 billion of reported debt outstanding at the close of the transaction. "Our 'B+' corporate credit rating on Savage Enterprises reflects our view of its increasingly diversified businesses, albeit with a somewhat limited track record with recent acquisitions. It is currently a provider of logistics and supply chain services to the oil and gas and transportation industries that will further diversify into grain merchandising and processing through its acquisition of Bartlett Inc. However, it remains concentrated across several niche businesses that remain exposed to cyclical end markets, insourcing risk, and geographic concentration. The ratings also consider Savage's moderately high pro forma leverage and decent levels of expected free cash generation that could lead to significant future deleveraging. We estimate pro forma debt to EBTIDA for the transaction at just under 4x. Before the acquisition, both Savage and Bartlett had negligible debt leverage and generated good levels of free cash flow, totaling more than $50 million annually for their respective stand-alone businesses. Although annual pro forma interest expenses will likely increase to at least $50 million, we believe annual consolidated free cash flow will likely exceed $75 million, providing significant debt repayment capacity and future material deleveraging, including the possibly of debt to EBITDA approaching 3x or lower, but likely beyond a year after the acquisition. "The outlook is stable, reflecting our opinion that the company will continue to invest moderately in future growth initiatives, enabling it to steadily increase its EBIDTA and cash flows. Specifically, we expect low- to mid-single-digit EBITDA growth and expect annual free operating cash flows to exceed $75 million once Bartlett is integrated for a full year. This should allow for at least $50 million in annual debt repayment that could reduce debt to EBITDA below 3.5x within a year of the acquisition. "We could lower the rating if the company faces a material decline in margins that leads to a debt to EBITDA ratio above 4x instead of the current expectation for a significant decline in leverage from pro forma levels just under 4x. We believe this could occur if Savage were to face customer account losses in any of its key energy and logistics servicing businesses while grain merchandising volumes materially decline, possibly due to unforeseen trade restrictions with Mexico. We believe a combination of these events would significantly reduce gross margin by more than 200 basis points and weaken free operating cash flows and associated debt reduction. "We could raise the rating if the company sustains debt to EBITDA below 3x for several consecutive quarters. We believe this could occur once it has fully integrated Bartlett and it contributes a full year of earnings to Savage, while the rest of the company's businesses perform as expected without any material earnings short falls. This should lead to mid-single digit percentage EBITDA growth and annual free cash flow of more than $75 million, which if applied to debt reduction would likely lead to enough deleveraging to support an upgrade." SCOTTISH HOLDINGS: Exclusive Plan Filing Period Moved to Sept. 25 ----------------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Scottish Holdings, Inc. ("SHI") and Scottish Annuity & Life Insurance Company (Cayman) Ltd. ("SALIC"), has extended the period during which the Debtors have the exclusive right to file a chapter 11 plan through and including September 25, 2018, together with the period during which the Debtors have the exclusive right to solicit acceptances to any proposed plan through and including November 26, 2018. The Troubled Company Reporter has previously reported that the Debtors sought Exclusivity Periods extension in order to provide them and their creditors with adequate time to negotiate and pursue confirmation of the Plan as efficiently as possible. The Debtors said that the extension will avoid any unnecessary and costly distractions other creditors may interpose while the Debtors conclude the plan process already substantially underway. On April 18, 2018, the Debtors filed the Joint Chapter 11 Plan of Reorganization and the Proposed Disclosure Statement. The Debtors told the Court that they have made significant progress in resolving issues facing the estates and advancing these Chapter 11 Cases toward a successful resolution. Among other things, the Debtors, with the assistance of their professionals, have: (a) Entered into a Stock Purchase Agreement, subject to higher or better offers, for the sale and recapitalization of the Debtors and certain of their non-debtor affiliates. The proposed transaction would provide $12.5 million to unsecured creditors, net of certain closing date payments, and $12.5 million to the reorganized Debtors and their non-debtor affiliates, net of certain potential cure obligations; (b) Obtained approval of bidding and auction procedures for soliciting and considering higher and better offers for a purchase, recapitalization or other transaction for the Debtors and their non-debtor affiliates; (c) During the pendency of these Chapter 11 Cases, contacted 65 potentially interested buyers or financiers, including strategic and financial players, which resulted in 11 parties signing non-disclosure agreements and accessing the Debtors' transaction data room. The Debtors expect that they and their professions will continue to devote significant resources to potential bidder diligence and engagement through the bid deadline; (d) Assumed the Restructuring Implementation Agreement. The requirements of the laws of the Cayman Islands, where SALIC is organized, make this an essential step for the Debtors to consummate the Stock Purchase Agreement, or any other transaction in which the buyer acquires the stock of SALIC; (e) Assumed the Plan Sponsorship Agreement, which sets forth the Debtors' restructuring plan consistent with the Stock Purchase Agreement executed prepetition between the Debtors and HSCM Bermuda Fund Ltd., as Plan Sponsor; (f) Developed and filed the Plan and Disclosure Statement, and a motion for approval of related solicitation procedures; (g) Filed their Schedules of Assets and Liabilities and Statements of Financial Affairs, established a Bar Date, and began reviewing and reconciling claims; (h) Obtained Court approval to allow SALIC to maintain in the ordinary course existing reinsurance treaties critical to preserving the Debtors' value and achieving the sale and restructuring; and (i) Obtained various other administrative or customary relief, such as retention of various professionals and authority to pay tax claims and maintain the Debtors' existing cash management system. (j) Most recently, the Debtors have agreed to extend the bid deadline, auction and disclosure statement hearing at the Committee's request. As of May 25, 2018, the Debtors have further extended the deadline by one week for the Committee and the individual Committee members to file objections to the Disclosure Statement and the motion for approval of related solicitation procedures. (k) Assisting the Committee and an individual Committee member in their investigation of an alternative bid proposal, and this has culminated in a proposed term sheet. The Debtors have and continue to devote substantial time and effort in responding to certain discovery requests received from the Committee with respect to the Plan. (l) Continued significant engagement with their regulators, including the Delaware Department of Insurance, the Cayman Islands Monetary Authority, the Bermuda Monetary Authority, and the Central Bank of Ireland. The Debtors have held several in-person meetings with regulators. (m) Engaged with the Court-appointed liquidators and receiver of their non-debtor affiliates in the Cayman Islands, Bermuda and Luxembourg, including responding to numerous information requests. Specifically, the Debtors have engaged with the joint liquidators appointed in non-debtor affiliate Scottish Re Group Limited's winding up proceedings in the Cayman Islands and Bermuda. (n) Engaged with the Luxembourg insolvency receiver, Max Mailliet, of non-debtor affiliate Scottish Financial (Luxembourg) S.a r.l. to bring him and his U.S. counsel up to speed on the Chapter 11 Cases after Mr. Mailliet's appointment in mid-April 2018. Indeed, Mr. Mailliet's U.S. counsel was invited to and attended a late April 2018 in-person meeting with the Debtors and the Committee in New York, and the Debtors have continued to engage with Mr. Mailliet and his counsel, including responding to document requests from Mr. Mailliet. About Scottish Holdings and Scottish Annuity & Life Insurance Company (Cayman) Scottish Holdings, Inc., and Scottish Annuity & Life Insurance Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd. Scottish Re Group Limited -- http://www.scottishre.com/-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings and Scottish Annuity sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg Klinenberg, the Debtor estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP as special counsel; and Keefe, Bruyette & Woods, Inc. as investment banker. Prime Clerk LLC as administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer Brown LLP as special counsel and Appleby (Cayman) Ltd. as special counsel. SCREENVISION LLC: S&P Assigns B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Screenvision LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level and '3' recovery ratings to the company's senior secured first-lien credit facilities, which comprise a $30 million revolving credit facility due in 2023 and a $175 million term loan due in 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) of principal in the event of a default." The corporate credit rating is based on Screenvision's secondary position in the niche cinema preshow advertising industry, the long-term contracts with many of its exhibitor partners somewhat offset by the associated renewal risks, its elevated leverage of about 4.3x pro forma for the debt issuance, and its financial sponsor majority ownership. S&P said, "The stable rating outlook on Screenvision reflects our expectation that the company's revenue will increase at a low-single-digit percentage rate over the next 12 months due to increases in total screens, utilization, and average CPMs. We expect this to result in adjusted leverage remaining in the low-4x area. However, we believe that risks associated with the loss of key customers over the next two years, or shareholder rewarding initiatives, could lead to leverage increasing above our forecast. "We could lower our corporate credit rating on Screenvision if the company's operating performance deteriorates due to the loss of key customers, or if CPMs and utilization rates decline due to structural changes in theater operations, reducing the attractiveness of in-theater advertising. This scenario would likely result in leverage increasing to the mid-5x area or above on a sustained basis and FOCF to debt declining below 5%. While we expect the company's financial policy to be aggressive, we could also lower the rating if debt-financed shareholder rewarding initiatives lead to the same deterioration in credit metrics. "While unlikely at this time, we could raise our corporate credit rating if we expect the company will reduce and maintain leverage well below 4x. An upgrade would also likely require the company establishing a track record of prioritizing deleveraging over shareholder rewarding initiatives that could increase leverage." SK GLOBAL: Hires Goldberg Weprin as Bankruptcy Counsel ------------------------------------------------------ SK Global Trading Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York (Manhattan) to hire Goldberg Weprin Finkel Goldstein LLP as bankruptcy counsel. Services to be rendered by Goldberg are: a. provide the Debtor with the necessary legal advice in connection with the operation of its business during the Chapter 11 case and its responsibilities and duties as a debtor-in-possession; b. represent the Debtor in all proceedings before the Bankruptcy Court and/or the United States Trustee; c. review and prepare all necessary legal papers, petitions, orders, applications. motions, reports and plan documents on the Debtor's behalf; d. assist the Debtor in negotiations with NYS, and, as necessary, to pursue an objection to the disputed claim for sales taxes; and e. perform all other legal services for the Debtor which may be necessary to obtain a successful conclusion of the Chapter 11 case. Kevin J. Nash, member of Goldberg Weprin Finkel Goldstein LLP, attests that neither he nor any member of the firm holds an interest that will disqualify the firm from representing the Debtor in connection with the Chapter 11 case. Goldberg's current billing rates are $575 per hour for partner time and between $275 to $425 for associate time. The firm can be reached through: J. Ted Donovan, Esq. Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 E-mail: knash@gwfglaw.com About SK Global Trading Organized in 2013, SK Global Trading Inc. operates a wholesale business selling perfume products, fragrances and watches. SK Global generated total sales revenues of approximately $2.14 million in 2016 and approximately $2.37 million in 2017. SK Global Trading Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (bankr. S.D.N.Y. Case No. 18-10793) on March 23, 2018. In the petition signed by Abdul Shamim, president, the Debtor disclosed $554,500 in total assets and $2.22 million in total liabilities. The case is assigned to Judge James L. Garrity Jr. J. Ted Donovan, Esq., and Kevin J. Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, serve as the Debtor's counsel. STONE CONNECTION: Wants to Move Solicitation Deadline to Oct. 26 ---------------------------------------------------------------- Stone Connection, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia for an extension of the time during which Debtor has the exclusive right to solicit acceptances of a plan for ninety days or through and including October 26, 2018. On May 29, 2018, the Debtor filed its Chapter 11 Plan and accompanying Disclosure Statement. The hearing on approval of the Disclosure Statement is scheduled for July 18, 2018. Because the Debtor filed its Plan within the 120-day Exclusivity Period, the Debtor has the exclusive right to seek acceptances of its Plan for 180 days from the Petition Date, which period expires on July 28, 2018. Assuming the Debtor obtains approval of its Disclosure Statement following the hearing on July 18, 2018, the deadline for objections to confirmation and the confirmation hearing will be set no less than twenty-eight days later, which is after expiration of the 180-day Exclusivity Period. Debtor will not have time to solicit acceptances before the 180-day Exclusivity Period expires. Accordingly, the Debtor asserts that cause exists for the extension. The Debtor believes there is a prospect for a successful resolution, and no harm to creditors will occur with an extension of Debtor's 180-day Exclusive Period. About Stone Connection Founded in 1999, Stone Connection, Inc. -- https://www.stoneconnectionatlanta.com/ -- is a direct importer of marble and granite for homeowners and contractors in the Atlanta metro area, including the communities of Roswell, Alpharetta, Sandy Springs, and more. Its 30,000 sq/ft warehouse and showroom in Norcross, Georgia have more than 300 individual types and colors of granite. Stone Connection filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-51440) on Jan. 30, 2018. In the petition signed by CEO Eugene Steyn, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Barbara Ellis-Monro is the Debtor's counsel. Lamberth, Cifelli, Ellis & Nason, P.A., is the Debtor's counsel. KW Commercial, the commercial arm of Keller Williams Realty Atlanta Partners, as broker. SUNNY OCEAN: Hires Joel M. Aresty as Attorney --------------------------------------------- Sunny Ocean 699 LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida (Miami) to hire Joel M. Aresty of the law firm of Joel M. Aresty, P.A. as attorneys. The professional services Joel Aresty will render are: (a) give advice to the debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; (b) advise the debtor with respect to its responsibilities in complying with the U.S. trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the debtor in all matters pending before the court; (e) represent the debtor in negotiation with its creditors in the preparation of a plan. Joel M. Aresty, Esq. attests that neither he nor the firm represent any interest adverse to the debtor, or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The counsel can be reached through: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305.904-1903 Fax: 800-559-1870 Email: aresty@mac.com aresty@icloud.com About Sunny Ocean 699 Sunny Ocean 699 LLC is a privately held company whose principal assets are located at 699 Ocean Blvd Golden Beach, FL 33160. Sunny Ocean 699 LLC filed a voluntary petition under chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-16108) on May 21, 2018. The petition was signed by Jon Shields, manager/member. At the time of filing, the Debtor estimated $10 million to $50 million in total assets and $1 million to $10 million in liabilities. Judge Jay A. Cristol presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty, P.A., is the Debtor's counsel. SUNSHINE DAIRY: Taps Fisher & Phillips LLP as Special Counsel ------------------------------------------------------------- Sunshine Dairy Foods Management, LLC, also known as Sunshine Dairy Foods, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to hire the law firm of Fisher & Phillips LLP as special counsel to advise Debtor on employment issues, including labor and union matters referenced to the Debtor's relationship with The Western Conference of Teamsters. Todd Lyon, Partner with Fisher & Phillips LLP will charge $350 per hour for his services. As stated in the court filing, Fisher & Phillips LLP assures the court that it has no connection with the creditors or any other adverse party or its attorneys and represents no interest adverse to Debtor. The counsel can be reached through: Todd A. Lyon, Esq. Fisher & Phillips LLP 111 SW Fifth Avenue, Suite 4040 Portland, OR, 97204 Phone: (503) 242-4262 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., filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-31644 and 18-31646) on May 9, 2018. The petitions were signed by Norman Davidson III, president of Karamanos Holdings, Inc., managing member. At the time of filing, Sunshine Dairy Foods estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. 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. TALLGRASS ENERGY: S&P Affirms 'BB+' CCR & Alters Outlook to Pos. ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit and issue-level ratings on Tallgrass Energy Partners LP and revised the outlook to positive from stable. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful recovery (50% to 70%, rounded estimate: 65%) in the event of a payment default. S&P said, "The rating action reflects the change in our approach in assessing the credit quality of Tallgrass following its announcement to simplify the structure. When the transaction closes Tallgrass will own 75% of REX, which now leads us to consolidate its cash flows and debt proportionately. As a result, the partnership's scale notably increases, resulting in total adjusted EBITDA of roughly $1 billion. We previously only accounted for the distributions it received from REX without burdening its leverage metrics with REX's debt. In our view, REX is a strategic asset to Tallgrass and we would expect Tallgrass to support REX if it became financially distressed. In addition, the recent announcement to convert a portion of the competing White Cliffs Pipeline system to natural gas liquids (NGL) service will reduce the oversupply of crude takeaway capacity in the DJ Basin. Paired with the recent improvement in commodity prices, both factors are a credit positive for Tallgrass's PXP, and should help mitigate recontracting risk in 2020 and beyond. "The outlook on Tallgrass is positive, reflecting our expectation of increasing EBITDA and adjusted debt leverage improving to the 4.0x to 4.5x range by 2019 following the debt repayment at REX. We assume a moderate decline in EBITDA when contracts on PXP expire. "We could raise Tallgrass' rating to 'BBB-' if PXP is able to successfully recontract its capacity while Tallgrass maintains adjusted debt leverage of about 4.5x. Additionally, an improvement in scale or diversification of its asset base could also lead to an upgrade if adjusted debt to EBITDA is below 4.5x. "We could revise the outlook to stable if leverage is sustained above 4.5x or if we expected a 25% or greater decline in EBITDA from PXP when contracts expire absent any other changes to the asset base to offset those lost cash flows." TE 2000: U.S. Trustee Unable to Appoint Creditors' Committee ------------------------------------------------------------ The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TE 2000, Inc. Headquartered in Fort Lauderdale, Florida, TE 2000, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 18-14561) on April 18, 2018, estimating its assets and liabilities at between $100,001 and $500,000 each. Michael S Hoffman, Esq., at Hoffman, Larin & Agnetti, P.A., serves as the Debtor's bankruptcy counsel. THINK TRADING: Taps Kutak Rock LLP as Special Counsel ----------------------------------------------------- Think Trading, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Sara Weilert Gillette, Esq. and the law firm of Kutak Rock LLP to act as special counsel to assist and advise TTI in matters of intellectual property, trademark and patent law. Professional services that Kutak Rock will render are: a. prepare and file a formal response to the USPTO's restriction requirement entered against TTI's pending utility patent application 14/922,760; b. prepare and file a formal response to the USPTO's Ex Parte Quayle rejection of TTI's pending design patent application 29/575,799; c. prepare and file a formal statement of use or request for extension for pending trademark application 86/772,606; and d. prepare and file responses to any other formal actions instituted by the USPTO. Sara Weilert Gillette, Esq. attests that she and Kutak Rock are disinterested with respect to the matter at hand and they do not represent any interest adverse to TTI. The counsel can be reached through: Sara Weilert Gillette, Esq. Kutak Rock LLP Two Pershing Square 2300 Main Street, Suite 800 Kansas City, MO 64108-2432 Tel: (816) 960-0090 Fax: (816) 960-0041 About Think Trading Think Trading Inc. -- https://thinktradinginc.com/ -- is a distribution e-commerce company with multiple online storefronts, marketplace operations and over 14,000 products. It provides wholesale and retail sales of products in various industries. Based in Palm Beach Gardens, Florida, Think Trading is housed in a 60,000-foot warehouse where all inventory, packaging, and shipping is housed and handled. It was founded in 2001 and has more than 50 employees. Think Trading's affiliate Funkytownmall.com, Inc., offers a selection of body jewelry online while Salon Supply Store LLC, a company based in Palm Beach Gardens, Florida, provides its customers with a variety of salon equipment and beauty supplies ranging from popular nail polish brands to spray tanning machines and salon furniture. Think Trading, Funkytownmall.com and Salon Supply Store sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24767 to 17-24769) on Dec. 12, 2017. The cases are jointly administered under Case No. 17-24767. In the petitions signed by Gustavo Mitchell, president of Think Trading and FunkytownMall.com, Think Trading and FunkytownMall.com estimated assets of less than $50,000 and liabilities of less than $1 million, and Salon Supply estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the cases. The Debtors hired Lubliner Kish PLLC as Chapter 11 counsel. The Debtors also hired Jeffrey Pasternack, and the firm of Pasternack Associates LLC, to provide accounting and bookkeeping services to their bankruptcy estates. TNT C&P INVESTMENTS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on June 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TNT C&P Investments, LLC. About TNT C&P Investments TNT C&P Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-13496) on March 26, 2018. The Debtor hired Chad Van Horn, Esq., and the law firm of Van Horn Law Group, Inc., as attorney. TOYS R US: To Discuss Deal with Lenders, Vendors at June 25 Hearing ------------------------------------------------------------------- Toys "R" Us, Inc., Toys "R" Us - Delaware, Inc., Wayne Real Estate Parent Company, LLC, Geoffrey Holdings, LLC, Geoffrey, LLC, Geoffrey International, LLC, an ad hoc group of B-4 lenders, the Official Committee of Unsecured Creditors, and an ad hoc group of postpetition vendor administrative claimants have entered into the settlement term sheet. The settlement is subject to the completion of definitive documentation and Court approval. The Debtors intend to address the timing for submission of the documentation and the Court approval process for the proposed settlement, including the confirmation timeline for the chapter 11 plan contemplated in the Term Sheet, at the omnibus hearing scheduled on June 25, 2018. The deal provides that the Term DIP lenders to Toys Delaware and the B-4, B-3 and B-2 lenders to Toys Delaware -- on account of their funded debt claims and adequate protection claims -- will receive all remaining value in the estate of Toys "R" Us Delaware, Inc., other than as expressly set forth in this Term Sheet. The allocation of value among the B-4, B-3 and B-2 lenders shall be governed by existing documentation and is not altered by the Term Sheet. After the repayment of the ABL/FILO DIP Facility, funds will be included in the Term Loan Wind-Down Carve Out and made available only to (i) all merchandise vendors who have unpaid administrative claims arising under sections 503(b)(1) and 503(b)(9) of the Bankruptcy Code and for agreed to, but unpaid, critical vendor payments, in all such cases arising out of ordinary course sales of goods or provision of services to Toys-Delaware for the value of such goods and services, and (ii) certain holders of other unpaid administrative claims (including merchandise vendors) not otherwise accounted for in the wind-down budget (excluding, for the avoidance of doubt, professional fee claims and adequate protection claims) -- Administrative Claims Distribution Pool -- free and clear of liens, claims, and encumbrances, except as provided. (A) Fixed Amounts A fixed amount equal to $160 million, which will include amounts required to be funded into the Merchandise Reserve pursuant to the DIP Amendment Order. This amount will be funded in August 2018 consistent with the DIP Amendment Order. Following repayment in full of the Term DIP Facility, the first $20 million in recovery from Toys Delaware will also be distributed to the Administrative Claims Distribution Pool. The fixed amounts will not be subject to any increases, offsets, discounts, or reductions. (B) Once the aggregate post-petition recovery of all B-4 lenders from Toys Delaware and Wayne Real Estate Parent Company, LLC -- inclusive of monthly adequate protection payments made under paragraph 18(d) of the final DIP financing order -- but not of any fees or expenses paid to any advisors under the final DIP financing order or otherwise -- and exclusive of any recoveries from Geoffrey, LLC or sources besides Toys Delaware and Wayne Real Estate Parent Company, LLC -- reaches 50% of the face amount of their B-4 claims as of the petition date: (1) the Prepetition Secured Lenders will receive 50% of any further recoveries from Toys Delaware and the remaining 50% will be distributed to the Administrative Claims Distribution Pool; and (2) the B-4 lenders will receive 50% of any further recoveries from Wayne Real Estate Parent Company, LLC and the remaining 50% will be distributed to the Administrative Claims Distribution Pool. (For the avoidance of doubt, lender recoveries on account of equity interests held by Toys Delaware or Wayne Real Estate Parent Company, LLC will be included as assets of such entities for purposes of calculating contingent sharing amounts set forth, but no recoveries from any of the Geoffrey Debtors will be shared under this provision.) The proposal assumes that the administrative claims eligible to participate in the Administrative Claims Distribution Pool are approximately $800 million. The aggregate face amount of the B-4 claims as of the petition date included approximately $998 million in outstanding principal and $5 million in accrued and unpaid interest. Following payment in full of the Prepetition Secured Lenders of Toys Delaware -- including all principal amounts outstanding as of the petition date, plus all allowed claims for post-petition interest and any other contractually owed amounts -- all other proceeds of the liquidation will be distributed to holders of administrative expense claims until such claims are paid in full. Consideration allocated to the Administrative Claims Distribution Pool shall be placed in a segregated account and treated in the same manner as the funds in the Merchandise Reserve on the terms set forth in the DIP Amendment Order. The Debtors, the Creditors' Committee, and the Ad Hoc Group of B-4 Lenders will agree to support the pro rata distribution of the funds in the Administrative Claims Distribution Pool. The Parties will seek a finding from the Court in the proposed order approving this settlement that no party shall have liability, including to any vendor that supplied merchandise after March 5, 2018, as a result of the pro rata distribution of the Administrative Claims Distribution Pool to all administrative creditors. The parties also agree that the most recently updated winddown budget for the Delaware debtors will be further updated to reflect at least $10 million in expense savings, which budget will be filed by the Debtors as soon as reasonably practicable. The Debtors and the Creditors' Committee will support entry of an order approving the section 363 bidding procedures motion filed on June 11 for consideration at the June 25, 2018 hearing. The Prepetition Secured Lenders shall have the right to credit bid for equity and assets and the Creditors' Committee will not object to or seek to impede such credit bid; provided, however, that the Prepetition Secured Lenders will consult with the Debtors and the Creditors Committee about the terms of any such credit bid. The Debtors and the Creditors' Committee will continue to support (and the Debtors will act to implement) the ongoing sale process for the equity and any other assets of Geoffrey Holdings, LLC, Geoffrey, LLC and Geoffrey International, LLC (the "Geoffrey Debtors"), whether through a chapter 11 plan or a section 363 sale. The Ad Hoc Group of B-4 Lenders, the Debtors and the Creditors' Committee will consult on whether to consummate the sale through a chapter 11 plan or a section 363 sale. In either case the asset sale will be completed by August 31, 2018. For the avoidance of doubt, assets of Geoffrey Holdings, LLC, Geoffrey, LLC and Geoffrey International, LLC including causes of action, will not be available for distribution to the Administrative Claims Distribution Pool. No claims or causes of actions of the Geoffrey Debtors will be released or otherwise impaired pursuant to this settlement. Notwithstanding, the Geoffrey Debtors will limit their recoveries against (and ultimately release, as applicable) the individual officers, directors, and managers of the Debtors, to the same extent that Toys Delaware is limiting recoveries against such officers, directors and managers. The Geoffrey Debtors shall release any claims against the Sponsors (other than Sponsor-appointed directors, officers, and managers). To the extent any claims or causes of action of the Geoffrey Debtors are not otherwise resolved in connection with any chapter 11 plan or sale of the assets of TRU Taj, LLC, the settlement agreement or any other definitive documentation will include terms providing for coordination between the Geoffrey Debtors and the Non-Released Claims Trust in pursuing claims against and sharing and/or allocating any proceeds of insurance to the extent any judgments or settlements exceed the policy. Vendor Professionals' Fees and Expenses The Debtors (or the Ad Hoc Vendor Group and the vendor Committee members with the support of the Debtors and the Creditors' Committee) will seek approval of a substantial contribution claim under section 503(b) of the Bankruptcy Code in the amount of $2 million (which may be included as part of an order approving this Term Sheet), which amount will be satisfied solely from the Fixed Amount distributed to the Administrative Claims Distribution Pool and will be used to pay the professional fees and expenses of the members of the Ad Hoc Vendor Group and the vendor Committee members in connection with the negotiation of the Wind-Down Order, the DIP Amendment Order and this Term Sheet. The Ad Hoc Vendor Group and the vendor Committee members' professionals will agree among themselves as to an allocation of these funds. The Committee, the Ad Hoc Vendor Group, and any other party receiving a distribution from the Administrative Claim Distribution Pool agree not to seek substantial contribution claims from the Debtors' estates for any other fees and expenses incurred. Prior to June 29, 2018, to the extent the Creditors' Committee becomes aware of facts and/or circumstances relating to the releases contemplated herein (other than releases pertaining to claims subject to the Committee's challenge period set forth in the Final DIP Order) that cause the Committee to conclude that proceeding with the transactions contemplated by this Term Sheet would be inconsistent with the continued exercise of fiduciary duties, the Committee may determine to terminate its obligations under this Term Sheet, in which case all obligations would be terminated. All Parties will exercise reasonable best efforts to submit the settlement agreement for Court approval by June 29, 2018 and in any event by no later than July 6, 2018. The Debtors and the Ad Hoc Group of B-4 Lenders will reasonably cooperate upon request in facilitating an initial distribution from the Administrative Claims Distribution Pool by the earlier of the Effective Date of a chapter 11 plan of liquidation or September 30, 2018. The Debtors, the Creditors' Committee, the Ad Hoc Group of B-4 Lenders, and merchandise vendors that participate in the Administrative Claims Distribution Pool will not (i) file any motion to convert or dismiss the chapter 11 cases of Toys Delaware or its debtor subsidiaries or (ii) file any motion to appoint an examiner in the chapter 11 cases of Toys Delaware or its debtor subsidiaries, so long as the parties act in compliance with the terms hereof. The Debtors, the Creditors' Committee and the Ad Hoc Group of B-4 Lenders will oppose any such motions filed by any other party-in-interest. All Parties to this Term Sheet agree to take all reasonable actions to support the Debtors' motion to extend the exclusive periods to January 15, 2019 which will be heard at the July Omnibus Hearing. The Ad Hoc Vendor Group consists of merchandise vendors represented by Foley & Lardner LLP, Fox Rothschild LLP; Schiff Hardin LLP; Saul Ewing Arnstein & Lehr LLP; Morris, Nichols, Arsht & Tunnell; and Wasserman, Jurista & Stolz, P.C. The B-4 lenders in the Ad Hoc Group of B-4 Lenders consist of funds and accounts managed or advised by Angelo, Gordon & Co., L.P.; Franklin Mutual Advisors, LLC; Highland Capital Management, LP; Oaktree Capital Management, L.P.; and Solus Alternative Asset Management LP. The Ad Hoc Vendor Group consists of merchandise vendors represented by Foley & Lardner LLP, Fox Rothschild LLP; Schiff Hardin LLP; Saul Ewing Arnstein & Lehr LLP; Morris, Nichols, Arsht & Tunnell; and Wasserman, Jurista & Stolz, P.C. About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis as their legal counsel; Kutak Rock LLP as co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Lazard Freres & Co. LLC as investment banker; Prime Clerk LLC as claims and noticing agent; Consensus Advisory Services LLC and Consensus Securities LLC as sale process investment banker; and A&G Realty Partners, LLC as real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. On May 29, 2018, the Office of the U.S. Trustee appointed Elise S. Frejka, Esq., as the consumer privacy ombudsman. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. An official committee of unsecured creditors has been appointed in the Propco I Debtors' cases. TREEHOUSE FOODS: Moody's Cuts CFR to Ba3 & Sr. Unsec. Rating to B2 ------------------------------------------------------------------ Moody's Investors Service has downgraded several ratings of TreeHouse Foods, Inc. Moody's downgraded the company's Corporate Family Rating to Ba3 from Ba2 and Probability of Default Rating to Ba3-PD from Ba2-PD. Moody's also downgraded the company's senior unsecured notes by three notches to B2 from Ba2. Moody's confirmed the Ba2 ratings on the company's senior bank facilities. Finally, Moody's upgraded the company's Speculative Grade Liquidity rating to SGL-2 from SGL-3. The rating outlook is stable. These rating actions conclude the rating review for downgrade that began on June 6, 2018. The downgrade of the Corporate Family Rating to Ba3 from Ba2 reflects the high financial leverage (debt/EBITDA at or above 4x) that TreeHouse has sustained since it acquired Private Brands from ConAgra Foods in early 2016. Moody's expects that leverage is likely to rise further in the year ahead due to heavy spending on restructuring activities and soft operating performance. As of March 2018, the company's Moody's adjusted debt/EBITDA rose to 4.9x from 4.4x at the end of 2017, and likely will exceed 5.5x by year end. The downgrades of the senior unsecured ratings to B2 from Ba2 reflect the effective subordination of these securities to $2.12 billion of bank facilities that have been collateralized with the company's assets through a credit agreement amendment executed on June 11, 2018. Hence, the senior unsecured notes are now effectively junior to the senior secured bank debt. As part of the amendment, the company's maximum allowable leverage ratio was increased to 5.25x from 4.0x to provide cushion for the company to accelerate its TreeHouse 2020 restructuring program. The covenant will step back down to 4.0x by the end of 2019, after which the collateral will be released. The additional financial flexibility provided by the credit agreement amendment is reflected in Moody's upgrade of the company's Speculative Grade Liquidity rating to SGL-2 from SGL-3. TreeHouse will have at least 25% earnings cushion under the revised covenant compared to about 10% previously, as of the first quarter ended March 2018. Moody's has taken the following rating actions on TreeHouse Foods, Inc.: Ratings Downgraded: Corporate Family Rating to Ba3 from Ba2; Probability of Default to Ba3-PD at Ba2-PD; $400 million senior unsecured notes due March 2022 to B2 (LGD 5) from Ba2 (LGD 4); $775 million senior unsecured notes due February 2024 to B2 (LGD 5) from Ba2 (LGD 4). Ratings Confirmed: $750 million senior secured revolving credit facility expiring 2023 at Ba2 (LGD 4); $900 million senior secured term loan maturing February 2023 at Ba2 (LGD 4); $500 million senior secured term loan maturing January 2025 at Ba2 (LGD 4). Ratings Upgraded: Speculative Grade Liquidity to SGL-2 from SGL-3. The outlook on all ratings is stable RATINGS RATIONALE TreeHouse's credit profile reflects its leading position as the nation's largest private label food manufacturer. The ratings are supported by its significant scale and diversification. These credit strengths are balanced against ongoing challenges related to the integration of acquisitions, the increasing competitive environment in US packaged foods, and rising inflation. A rating downgrade could occur if TreeHouse is unable to stabilize operating performance or financial policy becomes more aggressive. Quantitatively, if debt/EBITDA is not likely to be sustained below 5.5 times, or earnings cushion against bank covenants falls below 10%, a downgrade could occur. For Moody's to consider an upgrade, Treehouse will need to successfully execute its restructuring activities and maintain stable operating performance. Treehouse would also need to sustain debt/EBITDA below 4.0 times before Moody's would consider an upgrade. CORPORATE PROFILE TreeHouse Foods, Inc. is a leading private label food manufacturer servicing primarily the retail grocery and foodservice distribution channels. It sells products within a wide array of food categories. Annual sales approximate $6.3 billion. TRUESPEC ENERGY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on June 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Truespec Energy Products, Inc. About Truespec Energy Truespec Energy Products, Inc. -- http://truespec.com-- dba J & J Sales, Inc., dba Target Production Systems, Inc., is a supplier of valves, pumps and process equipment to the oil & gas and industrial markets. The Company's services include automation, project solutions and field supports. Truespec was founded in 1982 and is headquartered in Houston, Texas with sales offices in Victoria, Texas; Pampa, Texas; Jourdanton, Texas; Odessa, Texas; and Lindsay, Oklahoma. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-32459) on May 7, 2018, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Michael Milam, president. Judge Marvin Isgur presides over the case. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP serves as the Debtor's bankruptcy counsel. UNITED DISTRIBUTION: Moody's Reviews Caa1 CFR for Downgrade ----------------------------------------------------------- Moody's Investors Service placed United Distribution Group, Inc.'s (UDG) ratings under review for upgrade including its Caa1 corporate family rating, Caa1-PD probability of default rating, B3 senior secured first lien credit facilities rating, and its Caa3 senior secured second lien term loan rating. At the same time, Moody's assigned a B3 rating to the proposed $250 first lien term loan that will be issued by the company's GHX and UCIS subsidiaries. "The review for upgrade reflects the possibility that UDG will materially reduce its leverage through its proposed recapitalization as it benefits from improved demand in its key mining and oil & gas end markets," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for the United Distribution Group. The following actions were taken: Issuer: United Distribution Group, Inc. Corporate Family Rating, Placed on Review for Upgrade, currently Caa1 Probability of Default Rating, Placed on Review for Upgrade, currently Caa1-PD Outlook Actions: Outlook, Changed To Rating Under Review From Stable Issuer: United Central Industrial Supply, LLC Senior secured first lien credit facility, Placed on Review for Upgrade, currently B3 (LGD3) Senior secured second lien term loan, Placed on Review for Upgrade, currently Caa3 (LGD5) Outlook Actions: Outlook, Changed To Rating Under Review From Stable Assignments: Issuer: United Central Industrial Supply, LLC Gtd Senior Secured 1st Lien Term Loan, Assigned B3(LGD4) RATINGS RATIONALE The review for upgrade results from UDG's proposed recapitalization, which includes the exchange of about $180 million of second lien term loan debt into new preferred equity and the repayment of its existing $236 million first lien term loan with funds raised from a new $250 million first lien term loan. The company also plans to establish a new $35 million revolving credit facility. If the exchange of the second lien term loan to preferred equity is completed, then it will constitute a distressed exchange, which is an event of default under Moody's definition of default. The ratings review will focus on the successful completion of the proposed recapitalization and the company's ability to continue to achieve an improved operating performance and stronger credit metrics. If it is completed, the exchange of debt into preferred equity and the refinancing of the first lien term loan will result in substantially lower debt levels, significantly reduced interest costs, enhanced liquidity and the extension of the company's nearest debt maturity to January 2023 from August 2018. At the same time, the company is benefitting from materially improved mining and oil & gas sector demand and will be generating materially improved operating results. This will lead to credit metrics that are strong for the current Caa1 corporate family rating (CFR). Therefore, Moody's anticipates an upgrade of the CFR which will mostly likely be one notch to B3 when the recapitalization is completed. The assignment of the B3 rating to the proposed first lien term loan reflects this expectation since it will account for the preponderance of the outstanding debt at that time. UDG has favorable near term prospects in its key end markets. Moody's has a stable outlook on the North American coal sector, which balances pockets of strength in the met coal sector amid secular decline for thermal coal. UDG generates the majority of its revenues from the mining sector by servicing met coal producers and will benefit from the favorable near term dynamics. It will also benefit from rising drilling rig counts in the oil & gas sector since that is the driver of the majority of its sales to that sector. Overall, UDG generates about 70% to 80% of its revenues from the coal mining and upstream energy sectors. Therefore, Moody's expects UDG to produce adjusted EBITDA in the range of $55 million to $60 million in 2018, which would result in a pro forma leverage ratio (Debt/EBITDA) of around 4.5x-5.0x and interest coverage (EBITA/Interest Expense) of about 2.0-2.5x assuming the recapitalization is completed. UDG's current liquidity is somewhat weak, but should be sufficient given its low capital spending requirements. The company had $4 million of cash and $10 million of borrowing availability on its revolving credit facility as of March 31, 2018. Its borrowing availability is currently limited to $10 million as part of its forbearance agreement. Its potential liquidity should improve by about $25 million if it establishes the proposed $35 million borrowing facility. The company was likely going to breach its leverage covenant, but negotiated a forbearance agreement in April 2018 that provides forbearance against the noncomplying leverage ratio and has enabled it to delay the completion of the audit of its 2017 financial results. The company expects to complete the audit after the recapitalization is completed. The United Distribution Group, Inc. (UDG) operates through two wholly owned subsidiaries, GHX Holdings, LLC (GHX) and United Central Industrial Supply, LLC (UCIS). GHX is a fabricator and distributor of fluid transfer and sealing products to the energy industry and other industrial end markets and accounts for about 55% of UDG's sales. UCIS is a distributor of industrial supplies and services mostly to the North American underground mining industry and accounts for about 45% of UDG's sales. UDG generated about $520 million in revenues for the 12-month period ended March 31, 2018. Bain Capital is the majority owner of UDG. UNITED REFINING: S&P Withdraws B+' Corporate Credit Rating ---------------------------------------------------------- S&P Global Ratings withdrew its 'B+' corporate credit rating on single-asset refinery United Refining Co. at the company's request. The outlook was stable at the time of the withdrawal. USG CORP: Moody's Puts Ba1 CFR under Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed USG Corporation's ratings under review for downgrade, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1 ratings assigned to its senior unsecured notes, and Ba2 ratings assigned to its industrial revenue bonds. The rating outlook has been revised to ratings under review from stable. The review follows company's announcement that it is being acquired for $7.0 billion by Gebr. Knauf KG, a family-owned manufacturer of building materials headquartered in Germany. USG indicated that the combined company results in a global building materials company, maximizing Knauf and USG's complementary businesses, products and global footprint. The SGL-1 Speculative Grade Liquidity Rating remains unchanged at this time. USG recently announced that it is being acquired by Knauf, with revenues of approximately $8 billion for 2017, financed by a combination of cash and debt. On Review for Downgrade: Issuer: USG Corporation Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba1 (LGD4) Issuer: East Chicago (City of) IN Industrial Revenue Bonds, Placed on Review for Downgrade, currently Ba2 (LGD6) Issuer: OHIO (STATE OF) Industrial Revenue Bonds, Placed on Review for Downgrade, currently Ba2 (LGD6) Issuer: Ohio Air Quality Development Authority Industrial Revenue Bonds, Placed on Review for Downgrade, currently Ba2 (LGD6) Issuer: OREGON (STATE OF) Industrial Revenue Bonds, Placed on Review for Downgrade, currently Ba2 (LGD6) Issuer: Pennsylvania Economic Dev. Fin. Auth. Industrial Revenue Bonds, Placed on Review for Downgrade, currently Ba2 (LGD6) Outlook Actions: Issuer: USG Corporation Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review will focus on USG's financial and liquidity profile following the proposed acquisition. Balance sheet debt will likely increase. Key debt credit metrics, such as adjusted debt-to-EBITDA, will worsen from 2.5x at 1Q18, since USG indicated the transaction represents a multiple of approximately 11.6x USG's adjusted EBITDA of $606 million (USG's calculated EBITDA) for the 12 months ended March 31, 2018. Moody's will also evaluate structural support such as financial guarantees that Knauf may provide, and USG's future financial reporting requirements in order for Moody's to maintain USG's ratings. Absent the acquisition, USG's Ba1 Corporate Family Rating reflects robust debt credit metrics, high profitability with EBITA margin of 12.2% for LTM 1Q18, and positive trends in new home construction and repair and remodeling activity, main drivers of USG's revenues and resulting earnings and cash flows. However, USG's credit quality is constrained by distribution channel concentration among big box retailers, and cyclical end markets, creating longer-term uncertainty. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. USG Corporation, headquartered in Chicago, IL, is a North American manufacturer of wallboard, substrates and surfaces, and ceiling tiles and grids. Revenues for 12 months through March 31, 2018 totaled approximately $3.2 billion. USG CORP: S&P Puts 'BB+' Corp Credit Rating on Watch Developing --------------------------------------------------------------- S&P Global Ratings placed its 'BB+' corporate credit rating on USG Corp. on CreditWatch with developing implications, meaning S&P could raise, lower, or affirm the rating upon further information. At the same time, S&P placed its 'BB+' issue-level rating on USG's senior unsecured notes and our 'BB+' issue-level rating on the company's various industrial revenue bonds (IRB) on CreditWatch with developing implications. The CreditWatch placement follows the announcement that Knauf plans to acquire USG, a leading North American manufacturer of wallboard and ceilings. S&P Global Ratings does not rate Knauf, and S&P's view of the private company's credit quality is unclear. Nevertheless, USG might be compelled to redeem the rated unsecured notes pursuant to a change-of-control clause. S&P said, "We will resolve the CreditWatch placement after we assess the impact of the acquisition on USG's debt and capital structure, as well as the strategic integration between the parent and its new subsidiary. We may affirm, raise or lower the rating, or we could also discontinue ratings if all rated debt is repaid." VIDANGEL INC: Exclusive Plan Filing Deadline Moved to Oct. 15 ------------------------------------------------------------- The Hon. Kevin R. Anderson of the U.S. Bankruptcy Court for the Utah, at the behest of VidAngel, Inc., has extended the exclusive periods for filing and soliciting acceptances of a plan of reorganization or liquidation through Oct. 15, 2018 and Dec. 12, 2018, respectively. As reported by the Troubled Company Reporter on May 23, 2018, the Debtor delayed filing of plan due to pending Declaratory Relief Action. Concurrently with the filing of its voluntary chapter 11 petition, the Debtor also filed a separate action seeking declaratory relief that its StreamBased Service is legal in the United States District Court for the District of Utah, Case No. 2:17-cv-00989-EJF. Thus, the Debtor said that its ability to propose and confirm a plan is likely contingent on the relief obtained in the Declaratory Relief Action. Although the Debtor has sought to vigorously prosecute the Declaratory Relief Action, no relief has yet been granted by the District Court. About VidAngel Inc. VidAngel is an entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal Harmon, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as bankruptcy counsel to the Debtor. The Debtor hired Durham Jones & Pinegar and Baker Marquart LLP as its special counsel; and Tanner LLC as its auditor and advisor. The Debtor also hired economic consulting expert Analysis Group, Inc. The Debtor tapped Stris & Maher LLP as special counsel in the Debtor's Appellate Case. VINCE'S BLACK: Files Chapter 11 Plan of Liquidation --------------------------------------------------- Vince's Black Tie, Inc., submits a disclosure statement to accompany its proposed plan of liquidation dated June 8, 2018. Under the plan, the Holder of each Class 2 Secured Claims will be paid from the liquidation of the collateral securing its Debt. Any deficiency will be treated as an Allowed Deficiency claim and will be paid, pro rata with all other Class 4 Claims. Class 3 Priority Tax Claims will be paid pursuant to the priority allowed under section 507(a)(8) of the Bankruptcy Code. Class 4 General Unsecured Claims will be paid in accordance with §726 of the Bankruptcy Code. Upon the Effective Date, the Liquidating Trustee will establish an interest-bearing Disbursement Account in a United States Trustee Authorized Depository Bank. The Liquidating Trustee will deposit all liquidation proceeds into the Disbursement Account and will thereafter make the disbursements. Substantially all of the debtor's tangible assets, such as its equipment, and inventory, were sold to GRJ Enterprises, Inc., pursuant to the Court's order dated Feb. 8, 2018 for $250,000. Pursuant to the Court's order, any valid liens and encumbrances on or against the assets attached to the sale proceeds. Presently, it is unclear whether any creditor has a valid security interest which attached to the proceeds of sale. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-36681-100.pdf About Vince's Black Tie Based in Downers Grove, Illinois, Vince's Black Tie, Inc., operates an upscale tuxedo rental and sales establishment. Operating for over 10 years, Vince's claims to be a premier supplier of tuxedo and suit rental and sales for men's apparel wear throughout the Chicago metropolitan area. Vince's Black Tie filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-36681) on Dec. 11, 2017. In its petition, signed by its president, Vincent P. Genova, the Debtor estimated assets of below $50,000 and liabilities at $500,000 to $1 million. The Debtor tapped Laxmi Sarathy, Esq., as lead counsel, and David Herzog, Esq., of Herzog & Schwartz, P.C. as her co-counsel. W W CONSTRUCTION: Seeks June 29 Plan Exclusivity Period Extension ----------------------------------------------------------------- W. W. Construction, LLC asks the U.S. Bankruptcy Court for the District of Oregon to extend through and including June 29, 2018 the expiration of the exclusivity period during which only the Debtor may file a plan. Without the extension of the exclusivity period, the exclusivity period will lapse on May 29, 2018. The Debtor asserts cause to extend the exclusivity periods exists considering that Debtor has conducted itself in good faith and is progressing towards reorganization. During the pendency of the case thus far, the Debtor tells the Court that it has made significant progress. The Debtor has made the necessary, but difficult, decisions on assumption or rejection of contracts for certain outstanding projects in order to minimize the claims against the bankruptcy estate. The Debtor has liquidated certain of its equipment in order to reduce the claim of its primary secured creditor, Northwest Bank. The Debtor contends that its representatives have been working with their counsel to generate a draft Plan and disclosure statement and are now conducting an analysis of the feasibility and tax impact of alternative Plan structures. In addition, counsel for the Debtor and counsel for Northwest Bank have initiated discussions on proposed plan treatment. The Debtor asserts that this evidences good faith by the Debtor toward formulating a Plan of reorganization. About W. W. Construction W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub-contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore. Case No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth Wheeler, managing member, the Debtor estimated $1 million to $10 million both in assets and liabilities. The case is assigned to Judge David W Hercher. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the Debtor's counsel. WALLER MARINE: Plan Funded by Sale Proceeds, Sampson Contribution ----------------------------------------------------------------- Waller Marine, Inc., and David Brice Waller filed with the U.S. Bankruptcy Court for the Southern District of Texas a combined disclosure statement and plan of reorganization. Mr. Waller is a naval architect with over 50 years in the marine industry. He founded Waller Marine, Inc., in 1974. WMI specializes in the design and construction of Floating Power Plans ("FPPs") utilizing both diesel and gas turbines and has designed the world's largest FPPs. On February 28, 2018, Waller filed a Motion to Sell 14410 W. Sylvanfield Dr., Free and Clear of Liens under Section 363(f) of the Bankruptcy Code, which was granted on March 1, 2018. Closing on the sale of 14410 W. Sylvanfield Dr. occurred on March 30, 2018. A supplemental order authorizing the sale free and clear was entered on March 27, 2018 and the sale of one of the Sylvanfield Properties occurred on March 30, 2018. Payments and distributions under the Plan will be funded by the Closing and income from continued operations from WMI. Waller is currently in negotiations with Sampson Energy Capital LLC regarding an equity purchase for a portion of Waller's stock interest in WMI and he will use a portion of the Capital Injection to pay implement payments under the Plan. Waller also anticipates receiving rental income from WMI once it finalizes a new lease agreement. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-34230-178.pdf About Waller Marine Waller Marine, Inc. -- http://www.wallermarine.com/-- provides design, construction management, regulatory assistance, project development and contractual compliance to the marine transportation and offshore industries. Founded in 1974 and based in Houston, Texas, WMI is a licensed engineering firm with EPC capabilities. It claims to be a leader in Floating Gas to Liquids (GTL), Floating Power Generation and Floating Liquefaction. Waller Marine filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34230) on July 7, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David B. Waller, president, who also sought bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34047) on June 30, 2017. Judge Jeff Bohm presides over the case. Christopher Adams, Esq., at Okin & Adams LLP, serves as the Debtor's bankruptcy counsel. WOOTON GROUP: Wants to Move Exclusive Plan Filing Period to Dec. 13 ------------------------------------------------------------------- Wooton Group, LLC, requests the U.S. Bankruptcy Court for the Central District of California to extend the exclusive period to file a Plan approximately 180 days to and including Dec. 13, 2018, together with the Debtor's exclusive period to obtain acceptances to a Plan to and including Feb. 11, 2019. No deadline has currently been set by the Court for the filing of a disclosure statement or plan. The 120-day Exclusivity Period per the Bankruptcy Code is currently set to expire on June 16, 2018. Following the initial case Status Conference, the Court set a Claims Bar Date of May 25, 2018. On May 1, 2018, the Debtor filed motions to approve the sale of the Properties, which were approved by orders entered June 1, 2018. The Properties have gone into escrow, and are expected to close shortly, which will pay secured creditors and leave funds remaining in the estate. The Debtor's request for an extension is supported by the fact that (a) the requested extension will facilitate continued discussions with creditors as well as any anticipated claims analysis and potential objections/estimation motions that may extend beyond the initial 120-day exclusivity period; (b) the extension will allow Debtor to complete the Court-approved sale of the Debtor's real properties; (c) this is the first extension request; (d) the requested extension is timely; and (e) the request for an extension is made upon proper notice. About Wooton Group Wooton Group, LLC, is a California limited liability company formed in 1996 which owns and manages real property. Wooton Group first sought bankruptcy protection (Bankr. C.D. Cal. Case No. 12-31323) in June 2012. Wooton Group again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11727) on Feb. 16, 2018. In its petition signed by Mark Slotkin, managing member, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Neil W. Bason presides over the case. Leslie Cohen Law, PC, is the Debtor's legal counsel. [*] Fitch Group to Acquire Fulcrum Financial Data ------------------------------------------------- Fitch Group, a unit of Hearst, has agreed to acquire Fulcrum Financial Data, a leading provider of leveraged finance and distressed debt analysis, news and data, from Leeds Equity Partners. Fulcrum Financial Data includes some of the market's most influential financial news brands including Covenant Review, LevFin Insights, CapitalStructure and PacerMonitor. Financial terms of the deal were not disclosed, and closing is subject to regulatory approval. Fulcrum Financial Data will become part of the group's Fitch Solutions division. Fitch Solutions is a leading provider of credit and macro intelligence, and the primary distributor of Fitch Ratings content. Fulcrum CEO Steve Miller will continue to lead the business, reporting to Dr. Ranjit Tinaikar, president, Fitch Solutions. "Fulcrum Financial Data has distinguished itself by offering deep reporting, insight and legal analysis that go beyond what others offer, helping asset managers, banks, private equity firms and other market participants make better decisions," said Dr. Tinaikar. "We are delighted to welcome this talented team into Fitch Solutions. Fulcrum's pre-eminence in leveraged finance aligns with our strategy to strengthen our offering to debt market professionals through strong organic growth and strategic acquisitions." "Fulcrum's leveraged and distressed debt expertise is a strong complement to our Fitch Ratings business, where we already have great presence and momentum in these markets," said Paul Taylor, President and CEO of Fitch Group. "Adding such influential brands as Covenant Review and LevFin Insights reinforces Fitch's role as a leading source of information, insights and tools for leveraged finance market participants." Mr. Miller commented: "Fitch Group is a truly global firm with a broad reach and a deep commitment to producing objective and high-quality analysis. Fulcrum has already made significant investments in our portfolio of leading brands, and as part of Fitch we look forward to further enhancing the value of information we provide to the leveraged and distressed debt markets." DCS Advisory served as advisor to Fitch Group on this transaction. About Fulcrum Financial Data Fulcrum Financial Data offers unique insights, commentary, and data that give subscribers an edge in playing the corporate bond, leveraged loan and special situations markets. Fulcrum Financial Data is led by a team of accomplished financial information entrepreneurs, all of whom are recognized subject matter experts in their respective areas. Covenant Review is the trusted source for the interpretation of corporate bond indentures and leveraged loan credit agreements. LevFin Insights provides comprehensive real-time news, commentary and data for leveraged loan and high-yield bond market players. CapitalStructure provides insightful first-to-market news and analysis of the sub-investment grade universe, with a focus on special situations. PacerMonitor is a unified, modern and full-featured platform for researching and tracking federal bankruptcy, district and appellate court cases. About Fitch Solutions Fitch Solutions -- http://www.fitchsolutions.com/-- is a world-leading provider of credit intelligence and the primary distributor of Fitch Ratings content. Today, 90 percent of the world's leading financial institutions, multinational companies, governmental bodies and consulting firms based in more than 118 countries depend on Fitch content to inform their business decisions. About Fitch Group Fitch Group is a global leader in financial information, providing critical insights that inform better decision-making in financial markets. With operations in more than 30 countries, Fitch Group is comprised of: Fitch Ratings, a global leader in credit ratings and research; Fitch Solutions, an authority in credit and macro intelligence providing fixed-income products and services to the global financial community; and Fitch Learning, a preeminent source of training and professional development. Fitch Group is owned by Hearst, a leader in diversified media, information and services. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE OU1 GR 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT CN 90.8 (57.6) (34.4) ABSOLUTE SOFTWRE ABT2EUR EU 90.8 (57.6) (34.4) ACELRX PHARMA ACRX US 65.8 (46.9) 40.4 ACELRX PHARMA R5X TH 65.8 (46.9) 40.4 ACELRX PHARMA R5X GR 65.8 (46.9) 40.4 ACELRX PHARMA ACRXUSD EU 65.8 (46.9) 40.4 AGENUS INC AGENUSD EU 130.8 (113.2) 35.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL US 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GR 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL* MM 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE AAL1USD EU 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G TH 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G QT 53,280.0 (1,018.0) (7,335.0) AMERICAN AIRLINE A1G GZ 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MCDEUR EU 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MDO GZ 33,722.9 (4,718.8) 2,087.9 MCDONALDS CORP MCD AV 33,722.9 (4,718.8) 2,087.9 MDC PARTNERS-A MDCA US 1,701.1 (135.3) (195.9) MDC PARTNERS-A MD7A GR 1,701.1 (135.3) (195.9) MDC PARTNERS-A MDCAEUR EU 1,701.1 (135.3) (195.9) MICHAELS COS INC MIK US 2,313.5 (1,483.9) 743.9 MICHAELS COS INC MIM GR 2,313.5 (1,483.9) 743.9 MONEYGRAM INTERN MGI US 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N GR 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N QT 4,509.2 (232.7) (58.3) MONEYGRAM INTERN 9M1N TH 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIEUR EU 4,509.2 (232.7) (58.3) MONEYGRAM INTERN MGIUSD EU 4,509.2 (232.7) (58.3) MOTOROLA SOLUTIO MTLA GR 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA TH 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI US 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MOT TE 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA QT 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1EUR EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MTLA GZ 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO MSI1USD EU 9,051.0 (1,539.0) 525.0 MOTOROLA SOLUTIO 0K3H LN 9,051.0 (1,539.0) 525.0 MSG NETWORKS- A MSGN US 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 GR 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 TH 855.6 (693.3) 212.2 MSG NETWORKS- A 1M4 QT 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNEUR EU 855.6 (693.3) 212.2 MSG NETWORKS- A MSGNUSD EU 855.6 (693.3) 212.2 NATERA INC NTRA US 218.7 (3.9) 83.1 NATERA INC 45E GR 218.7 (3.9) 83.1 NATHANS FAMOUS NATH US 80.1 (84.6) 53.7 NATHANS FAMOUS NFA GR 80.1 (84.6) 53.7 NATIONAL CINEMED XWM GR 1,157.7 (84.4) - NATIONAL CINEMED NCMI US 1,157.7 (84.4) - NATIONAL CINEMED NCMIEUR EU 1,157.7 (84.4) - NAVISTAR INTL IHR GR 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAV US 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR TH 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR QT 6,487.0 (4,527.0) 456.0 NAVISTAR INTL IHR GZ 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAVEUR EU 6,487.0 (4,527.0) 456.0 NAVISTAR INTL NAVUSD EU 6,487.0 (4,527.0) 456.0 NEOS THERAPEUTIC NEOS US 97.4 (4.5) 32.9 NEOS THERAPEUTIC NTE GR 97.4 (4.5) 32.9 NEW ENG RLTY-LP NEN US 256.1 (34.6) - NII HOLDINGS INC NIHD US 1,121.5 (113.6) 171.7 NII HOLDINGS INC NIHDEUR EU 1,121.5 (113.6) 171.7 NYMOX PHARMACEUT NYMX US 1.0 (1.0) (1.1) NYMOX PHARMACEUT NYMXUSD EU 1.0 (1.0) (1.1) OMEROS CORP 3O8 GR 89.0 (29.2) 54.1 OMEROS CORP OMER US 89.0 (29.2) 54.1 OMEROS CORP 3O8 TH 89.0 (29.2) 54.1 OMEROS CORP OMEREUR EU 89.0 (29.2) 54.1 OMEROS CORP OMERUSD EU 89.0 (29.2) 54.1 OMEROS CORP 0KBU LN 89.0 (29.2) 54.1 OPTEC INTERNATIO OPTI US 0.2 (0.8) (0.9) OPTIVA INC RE6 GR 188.7 (12.7) 28.2 OPTIVA INC RKNEF US 188.7 (12.7) 28.2 OPTIVA INC OPT CN 188.7 (12.7) 28.2 OPTIVA INC 3230510Q EU 188.7 (12.7) 28.2 OPTIVA INC RKNEUR EU 188.7 (12.7) 28.2 PAPA JOHN'S INTL PZZA US 579.8 (242.2) 22.8 PAPA JOHN'S INTL PP1 GR 579.8 (242.2) 22.8 PAPA JOHN'S INTL PZZAEUR EU 579.8 (242.2) 22.8 PENN NATL GAMING PN1 GR 5,165.5 (33.6) (140.6) PENN NATL GAMING PENN US 5,165.5 (33.6) (140.6) PHILIP MORRIS IN PM1EUR EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI SW 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 TE 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 TH 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1CHF EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GR 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM US 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM1 EU 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI1 IX 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMI EB 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 QT 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN 4I1 GZ 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PM LN 43,070.0 (10,482.0) 2,905.0 PHILIP MORRIS IN PMOR AV 43,070.0 (10,482.0) 2,905.0 PINNACLE ENTERTA PNK US 3,884.8 (301.5) (30.0) PINNACLE ENTERTA 65P GR 3,884.8 (301.5) (30.0) PLANET FITNESS-A PLNT US 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL TH 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL GR 1,115.9 (122.4) 77.1 PLANET FITNESS-A 3PL QT 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1EUR EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A PLNT1USD EU 1,115.9 (122.4) 77.1 PLANET FITNESS-A 0KJD LN 1,115.9 (122.4) 77.1 PLURALSIGHT IN-A PS US 234.0 (58.1) (71.1) PROS HOLDINGS IN PH2 GR 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO US 280.5 (55.1) 86.0 PROS HOLDINGS IN PRO1EUR EU 280.5 (55.1) 86.0 REATA PHARMACE-A RETA US 136.8 (142.7) 83.4 REATA PHARMACE-A 2R3 GR 136.8 (142.7) 83.4 REATA PHARMACE-A RETAEUR EU 136.8 (142.7) 83.4 REMARK HOLD INC 3SWN GR 102.8 (21.2) (29.4) REMARK HOLD INC MARK US 102.8 (21.2) (29.4) REMARK HOLD INC MARKEUR EU 102.8 (21.2) (29.4) RESOLUTE ENERGY R21 GR 686.3 (81.6) (129.6) RESOLUTE ENERGY REN US 686.3 (81.6) (129.6) RESOLUTE ENERGY RENEUR EU 686.3 (81.6) (129.6) REVLON INC-A REV US 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 GR 3,042.1 (855.7) 105.3 REVLON INC-A RVL1 TH 3,042.1 (855.7) 105.3 REVLON INC-A REVEUR EU 3,042.1 (855.7) 105.3 REVLON INC-A REVUSD EU 3,042.1 (855.7) 105.3 RIMINI STREET IN RMNI US 145.2 (205.8) (117.3) ROSETTA STONE IN RST US 178.8 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7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACEUR EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 4SB GZ 7,405.1 (2,588.2) 51.9 SBA COMM CORP SBACUSD EU 7,405.1 (2,588.2) 51.9 SBA COMM CORP 0KYZ LN 7,405.1 (2,588.2) 51.9 SCIENTIFIC GAMES SGMS US 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES SGMSUSD EU 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW GR 7,737.2 (2,196.1) 554.9 SCIENTIFIC GAMES TJW TH 7,737.2 (2,196.1) 554.9 SEALED AIR CORP SEE US 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA GR 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA QT 5,041.1 (364.8) 242.4 SEALED AIR CORP SDA TH 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1EUR EU 5,041.1 (364.8) 242.4 SEALED AIR CORP SEE1USD EU 5,041.1 (364.8) 242.4 SEALED AIR CORP 0L4F LN 5,041.1 (364.8) 242.4 SENSEONICS HLDGS SENS US 77.8 (13.2) 55.3 SENSEONICS HLDGS 6L6 GR 77.8 (13.2) 55.3 SENSEONICS HLDGS SENS1EUR EU 77.8 (13.2) 55.3 SIGA TECH INC SIGA US 133.1 (334.6) 26.9 SIRIUS XM HOLDIN SIRI US 8,299.3 (1,564.5) (2,267.2) SIRIUS XM HOLDIN RDO TH 8,299.3 (1,564.5) 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EU 1,869.0 (226.0) 380.0 VALVOLINE INC 0V4 QT 1,869.0 (226.0) 380.0 VECTOR GROUP LTD VGR GR 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR US 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGR QT 1,299.1 (394.2) 167.3 VECTOR GROUP LTD VGREUR EU 1,299.1 (394.2) 167.3 VERISIGN INC VRS TH 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GR 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN US 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS QT 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSNEUR EU 2,905.3 (1,234.7) 859.6 VERISIGN INC VRS GZ 2,905.3 (1,234.7) 859.6 VERISIGN INC VRSN* MM 2,905.3 (1,234.7) 859.6 W&T OFFSHORE INC WTI US 942.2 (544.6) 107.2 W&T OFFSHORE INC UWV GR 942.2 (544.6) 107.2 W&T OFFSHORE INC WTI1EUR EU 942.2 (544.6) 107.2 WAYFAIR INC- A W US 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF GR 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF TH 1,226.4 (127.2) (2.8) WAYFAIR INC- A WEUR EU 1,226.4 (127.2) (2.8) WAYFAIR INC- A 1WF QT 1,226.4 (127.2) (2.8) WAYFAIR INC- A WUSD EU 1,226.4 (127.2) (2.8) WEIGHT WATCHERS WTW US 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GR 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 TH 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWEUR EU 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 QT 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WW6 GZ 1,307.1 (995.9) (99.4) WEIGHT WATCHERS WTWUSD EU 1,307.1 (995.9) (99.4) WESTERN UNION WU US 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GR 9,188.0 (375.8) (1,032.2) WESTERN UNION WU* MM 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U TH 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U QT 9,188.0 (375.8) (1,032.2) WESTERN UNION WUEUR EU 9,188.0 (375.8) (1,032.2) WESTERN UNION W3U GZ 9,188.0 (375.8) (1,032.2) WESTERN UNION WUUSD EU 9,188.0 (375.8) (1,032.2) WESTERN UNION 0LVJ LN 9,188.0 (375.8) (1,032.2) WIDEOPENWEST INC WOW US 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 GR 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WOW1EUR EU 2,165.0 (439.1) (70.1) WIDEOPENWEST INC WU5 QT 2,165.0 (439.1) (70.1) WINDSTREAM HOLDI B4O2 GR 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI B4O2 TH 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI WIN US 10,981.3 (1,337.2) (344.5) WINDSTREAM HOLDI WIN2USD EU 10,981.3 (1,337.2) (344.5) WINGSTOP INC WING US 120.7 (146.5) (5.4) WINGSTOP INC EWG GR 120.7 (146.5) (5.4) WINGSTOP INC WING1EUR EU 120.7 (146.5) (5.4) WINMARK CORP WINA US 47.7 (28.6) 7.8 WINMARK CORP GBZ GR 47.7 (28.6) 7.8 WORKIVA INC WK US 178.6 (9.2) (13.3) WORKIVA INC 0WKA GR 178.6 (9.2) (13.3) WORKIVA INC WKEUR EU 178.6 (9.2) (13.3) YELLOW PAGES LTD Y CN 581.0 (205.7) 72.7 YELLOW PAGES LTD YLWDF US 581.0 (205.7) 72.7 YELLOW PAGES LTD YMI GR 581.0 (205.7) 72.7 YELLOW PAGES LTD YEUR EU 581.0 (205.7) 72.7 YRC WORLDWIDE IN YRCW US 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 GR 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 TH 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YEL1 QT 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWEUR EU 1,608.7 (365.9) 160.4 YRC WORLDWIDE IN YRCWUSD EU 1,608.7 (365.9) 160.4 YUM! BRANDS INC YUM US 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GR 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR TH 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMEUR EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR QT 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUM SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD SW 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC YUMUSD EU 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC TGR GZ 4,836.0 (6,754.0) 780.0 YUM! BRANDS INC 0QYD LN 4,836.0 (6,754.0) 780.0 ZYMEWORKS INC ZYME US 132.0 (108.7) 77.7 ZYMEWORKS INC ZYME CN 132.0 (108.7) 77.7 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2018. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***