/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180723.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 23, 2018, Vol. 22, No. 203 Headlines 260 SADDLEWOOD: Taps Dal Lago Law as Legal Counsel 513 UNION: Taps Rubin LLC as Legal Counsel ACADEMY SPORTS: Bank Debt Trades at 17% Off ADDINGTON FAMILY: Case Summary & 8 Unsecured Creditors ADVANTAGE SALES: Bank Debt Trades at 9% Off AIR MEDICAL: Bank Debt Trades at 3% Off AMERICAN TANK: Unsecured Creditors to Recoup 3% Under Plan ANASTASIA BEVERLY: Moody's Gives B2 CFR & Rates New Loans B2 ANASTASIA BEVERLY: S&P Assigns 'B' CCR, Outlook Stable ASCENA RETAIL: Bank Debt Trades at 11% Off AVSC HOLDING: Moody's Affirms B3 CFR on Buyout Announcement B.J.'S DRILL: Taps Doak & Associates as Special Counsel BARCELONA APARTMENTS: May Use Fannie Mae Cash Collateral BARCELONA APARTMENTS: Taps Cavazos Hendricks as Legal Counsel BASE ARCHITECTURE: May Use Cash Collateral Until September 30 BEACH 68TH STREET: Queens Property Up for August 17 Auction BERKSHIRE CORNER: Case Summary & 3 Unsecured Creditors BESTWALL LLC: Asbestos Committee Hires 4 Firms for Medical Matters BLACK SQUARE: Taps Ricci Tyrrell as Special Counsel BLACKBOARD INC: Bank Debt Trades at 5% Off BOART LONGYEAR: S&P Affirms 'CCC+' CCR & Alters Outlook to Stable BRANDENBURG FAMILY: Counsel Seeks $18,000 Fee, Plan Outline Says CAMBER ENERGY: Discover Growth Acquires 9.9% Stake CEC ENTERTAINMENT: Bank Debt Trades at 7% Off CHICAGO PARK: Moody's Revises Outlook on Ba1 Debt Rating to Stable COCRYSTAL PHARMA: Signs Deal to Sell $10 Million Common Shares COMFORT HOLDING: S&P Alters Outlook to Stable & Affirms 'CCC+' CCR COMSTOCK RESOURCES: Wins Auction for Haynesville Shale Properties CONCORDIA INTERNATIONAL: S&P Lowers Corp. Credit Rating to 'D' CPI CARD: Silvio Tavares Resigns as Director CRYSTAL ENTERPRISES: Taps Cohen Baldinger as Legal Counsel CT TECHNOLOGIES: Bank Debt Trades at 6% Off DEFLORA LAKE: Taps Hudson Valley as Real Estate Appraiser DIGICEL INTERNATIONAL: Bank Debt Trades at 4% Off DIODES INC: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ DRY EYE COMPANY: Allowed to Use Cash Collateral on Interim Basis ELEMENTS BEHAVIORAL: Gets Approval to Hire A&M, Appoint CRO ELEMENTS BEHAVIORAL: Taps Donlin Recano as Administrative Agent ELEMENTS BEHAVIORAL: Taps Polsinelli PC as Legal Counsel FERN HILL: Taps Lamey Law Firm as Legal Counsel FIRESTAR DIAMOND: Trustee Taps Gem Certification as Appraiser FLINT GROUP: $31MM Bank Debt Trades at 6% Off FLINT GROUP: $794MM Bank Debt Trades at 6% Off FOOT LOCKER: Moody's Affirms Ba1 CFR, Outlook Stable GARDEN OAKS MAINTENANCE: UCC Taps Diamond McCarthy as Counsel GENERAL CABLE: Egan-Jones Withdraws B+ Sr. Unsecured Debt Ratings GENON ENERGY: Makes $600M Partial Payment to Note Claims GRAND DAKOTA PARTNERS: Access to Cash Until July 25 Approved GYPC INC: Taps Valuation Research Corp. as Appraiser HOUGHTON MIFFLIN: Bank Debt Trades at 7% Off IHS MARKIT: Moody's Rates New $1.25-Bil. Unsecured Notes 'Ba1' INGLES MARKETS: Moody's Hikes CFR to Ba2, Outlook Stable ITM ENTERPRISES: Amends Treatment of Compass Bank's Claims J MENDEL INC: Seeks Authorization to Use Cash Collateral J MENDEL INC: Seeks OK to Use $259K of Cash Collateral JMG RESTAURANT: Taps Morrison Tenenbaum as Legal Counsel JONES ENERGY: Appoints New Chief Executive Officer KANZLER LANDSCAPE: Final Agreed Cash Collateral Order Entered KOST VENTURES: Case Summary & 10 Unsecured Creditors LAKELAND HOLDINGS: S&P Affirms 'B' CCR & Alters Outlook to Neg. LAKEPOINT LAND: Taps Arnall Golden as Legal Counsel LAKEPOINT LAND: Taps GCC as Claims, Noticing and Admin Agent LAKEPOINT LAND: Taps Vantage Point as Financial Advisor LARALYNN LP: Voluntary Chapter 11 Case Summary LINEN LOCKER: Seeks Access to Cash for Six Months LOCKWOOD HOLDINGS: Taps Hilco Valuation as Appraiser MACJ PROPERTY: Taps Stasio & Stasio as Legal Counsel MERCER INT'L: Egan-Jones Hikes Sr. Unsecured Ratings to BB MHT 1202: Case Summary & 14 Unsecured Creditors MID-ATLANTIC ENERGY: Case Summary & 20 Largest Unsecured Creditors MOHEGAN TRIBAL: Bank Debt Trades at 5% Off MONEYGRAM INTERNATIONAL: Bank Debt Trades at 3% Off NATURE'S BOUNTY: Bank Debt Trades at 7% Off NEUSTAR INC: Bank Debt Trades at 3% Off NEW HOPE: Moody's Cuts Series 2015 A&B Revenue Bonds Rating to B3 NORTHERN OIL: Continues to Reduce Fixed Charges NORTHERN OIL: Will Buy Oil & Gas Assets for $68M Cash Plus Shares ONCOBIOLOGICS INC: GMS Tenshi Has 77.7% Stake as of July 18 PALMER PARK: Gets OK to Hire Kimberly Taylor Logan as Counsel PATTERSON MEDICAL: Bank Debt Trades at 4% Off PEDIATRIC ASSOCIATES: Aug. 7 Plan Confirmation Hearing PEPPERELL MILLS: Seeks Authorization to Use Cash Collateral PHONES PLUS: Taps Bononi & Company as Legal Counsel PJ REAL ESTATE: Directed to File Amended Disclosure Statement POPLAR CREEK: Taps Burke Warren as Legal Counsel PRODUCTION PATTERN: Taps Alling & Jillson as Special Counsel PURPLE SHOVEL: Dover Is Broker for Condo Unit Sale RAMBUS INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB REX ENERGY: Seeks to Hire KPMG as Auditor REX ENERGY: Taps Prime Clerk as Administrative Advisor RIQUELME E HIJOS: Taps Gloria Irizarry as Legal Counsel SALESFORCE.COM INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ SANABI INVESTMENTS: Seeks Authority to Use Newtek Cash Collateral SANCILIO PHARMACEUTICALS: Taps JND Corporate as Claims Agent SARAR USA: Case Summary & 20 Largest Unsecured Creditors SEADRILL LIMITED: Bank Debt Trades at 11% Off SHERIDAN INVESTMENT: Bank Debt Trades at 16% Off SOUTH COAST: Court Approves 3rd Amended Disclosure Statement SPA 810: Taps Dickinson Wright as Legal Counsel STEADYMED LTD: HSR Act Waiting Period Terminated for United STEIN PROPERTIES: Amends Plan to Disclose $5.2M Purchase Agreement STONEMOR PARTNERS: Oaktree Entities Acquire 11.8% Stake SUMMIT FINANCIAL: Cash Collateral Use Until Aug. 4 Approved TITAN ENERGY: Agrees to Sell Oil & Gas Properties for $57.5M TITAN ENERGY: CFO and COO Will Receive Retention Bonuses TOISA LIMITED: H. Clarkson Providing Add'l Brokerage Services TOYS R US: PropCo I Debtors Tap A&M as Restructuring Advisor TOYS R US: Propco I Debtors Tap Kirkland as Legal Counsel TOYS R US: PropCo I Debtors Tap Kutak Rock as Co-Counsel TOYS R US: Propco I Debtors Tap Prime Clerk as Admin. Advisor TRANS WORLD: Taps Nelson M. Jones as Legal Counsel UNITED DISTRIBUTION: S&P Alters Outlook to Dev. on SunSource Deal USS ULTIMATE: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable VARSITY BRANDS: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2 VERITAS SOFTWARE: Bank Debt Trades at 9% Off VISTULA DEVELOPMENT: Wants to Use MB Cash Collateral Until Aug. 25 WACHUSETT VENTURES: Has Until July 25 to Exclusively File Plan WCR DEVELOPMENT: Case Summary & 2 Unsecured Creditors WEST POINT MARKET: Agreed Final Cash Collateral Order Entered WINDSOR HOLDINGS: Taps Corcovelos Law Group as Legal Counsel WINDSTREAM CORPORATION: Bank Debt Trades at 5% Off WIRECO WORLDGROUP: Moody's Hikes CFR & 1st Lien Term Loan to B3 WP CPP: Moody's Alters Outlook to Stable & Affirms B3 CFR WP CPP: S&P Affirms 'B' Corp. Credit Rating, Outlook Negative XG SECURITY: Unsecured Creditors to Recoup 14.5% Under Plan ZEP INC: Moody's Alters Outlook to Neg. & Affirms B3 CFR [^] BOND PRICING: For the Week from July 16 to 20, 2018 ********* 260 SADDLEWOOD: Taps Dal Lago Law as Legal Counsel -------------------------------------------------- 260 Saddlewood, LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Dal Lago Law as legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; prosecute and defend any causes of action on behalf of the Debtor where special counsel is deemed unnecessary; assist in the formulation of a plan of liquidation; and provide other legal services related to its Chapter 11 case. Dal Lago Law is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael R. Dal Lago, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: 239-571-6877 Email: mike@dallagolaw.com About 260 Saddlewood 260 Saddlewood, LLC listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of a real property located at 260 Saddlewood Drive, Novato, California, having an appraised value of $1.69 million. 260 Saddlewood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-03847) on May 9, 2018. In the petition signed by Gregory Stranger, manager, the Debtor disclosed $1.69 million in assets and $1.43 million in liabilities. The Debtor tapped Michael R. Dal Lago, Esq., at Dal Lago Law, as its legal counsel. 513 UNION: Taps Rubin LLC as Legal Counsel ------------------------------------------ 513 Union LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Rubin LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The hourly rates for the firm's attorneys range from $375 to $500. Paralegals charge $75 per hour. Prior to the petition date, Joel Waldman, the authorized officer of the Debtor, paid a $40,000 retainer to Rubin through Skyrock Capital LLC. Paul Rubin, Esq., at Rubin, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul A. Rubin, Esq. Hanh V. Huynh, Esq. Rubin LLC 345 Seventh Avenue, 21st Floor New York, NY 10001 Tel: 212.390.8054 Fax: 212.390.8064 Email: prubin@rubinlawllc.com Email: hhuynh@rubinlawllc.com About 513 Union LLC 513 Union LLC listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-22927) on June 15, 2018. In the petition signed by Joel Waldman, member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Robert D. Drain presides over the case. ACADEMY SPORTS: Bank Debt Trades at 17% Off ------------------------------------------- Participations in a syndicated loan under which Academy Sports & Outdoors is a borrower traded in the secondary market at 83.19 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.77 percentage points from the previous week. Academy Sports pays 400 basis points above LIBOR to borrow under the $1.825 billion facility. The bank loan matures on June 15, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. ADDINGTON FAMILY: Case Summary & 8 Unsecured Creditors ------------------------------------------------------ Debtor: Addington Family Partners, Ltd. 8626 Tesoro Dr., Suite 801 San Antonio, TX 78217 Business Description: Addington Family Partners, Ltd. is a privately held company engaged in activities related to real estate. Chapter 11 Petition Date: July 19, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-51710 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Thomas Rice, Esq. PULMAN, CAPPUCCIO & PULLEN, LLP 2161 NW Military Hwy Suite 400 San Antonio, TX 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 Email: trice@pulmanlaw.com Total Assets as of July 17, 2018: $1,148,650 Total Liabilities as of July 17, 2018: $142,625 The petition was signed by Crandell Addington, president of GP, OAC, Inc. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-51710.pdf ADVANTAGE SALES: Bank Debt Trades at 9% Off ------------------------------------------- Participations in a syndicated loan under which Advantage Sales & Marketing is a borrower traded in the secondary market at 91.25 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.24 percentage points from the previous week. Advantage Sales pays 650 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on July 25, 2022. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. AIR MEDICAL: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Air Medical Group Holdings Inc. is a borrower traded in the secondary market at 97.08 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.01 percentage points from the previous week. Air Medical pays 325 basis points above LIBOR to borrow under the $1.918 billion facility. The bank loan matures on April 28, 2022. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. AMERICAN TANK: Unsecured Creditors to Recoup 3% Under Plan ---------------------------------------------------------- American Tank Company, Inc., filed with the U.S. Bankruptcy Court for the Western District of Louisiana a Chapter 11-exit plan and accompanying disclosure statement proposing to pay allowed unsecured claims, classified in Class 3, pro rata basis distributions totaling $50,000, which will be paid on a quarterly basis beginning the end of the first quarter after confirmation. Quarterly payments to Class 3 creditors will be $2500.00 per quarter. This distribution to unsecured creditors will result in a 5% dividend. ATC will continue to maintain ownership of all assets of the company. There will not be an ownership change. The principals, Larry and Rochelle Romero, have loaned the company a great deal of money prior to the filing of this case and have worked endless hours without compensation. No claims will be filed by the Romeros in exchange for maintaining their ownership interest. ATC believes there will be enough income in the future to pay claims as per this plan. The Debtor has stayed current on post petition payments since the filing. The oil field has picked up and drilling is expected to increase in the near future. A full-text copy of the Plan and Disclosure Statement is available at: http://bankrupt.com/misc/lawb17-51160-137.pdf About American Tank Company American Tank Company, Inc., specializes in fabrication, design, erection, disassembly, inspection and maintenance of API 12B and AWWA D103 Bolted Tanks. American Tank, based in New Iberia, Louisiana, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-51160) on Sept. 5, 2017. In the petition signed by Larry J. Romero, its president, the Debtor disclosed $1.76 million in assets and $1.83 million in liabilities. Judge Robert Summerhays presides over the case. William C. Vidrine, Esq., at Vidrine & Vidrine, PLLC, serves as bankruptcy counsel. The Debtor hired Fran R. Henderson, as its accountant. ANASTASIA BEVERLY: Moody's Gives B2 CFR & Rates New Loans B2 ------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Anastasia Parent, LLC. At the same time Moody's assigned B2 ratings to the company's proposed credit facilities. These include a $150 million senior secured revolving credit facility and a $650 million senior secured term loan B. Anastasia -- doing business as "Anastasia Beverly Hills" -- is a seller and marketer of color cosmetics. Proceeds from the term loan as well as a $700 million equity investment from TPG Capital L.P. will be used to finance a dividend to the company's owners and pay transaction fees and expenses. The rating outlook is stable. Ratings Assigned: Anastasia Parent, LLC Corporate Family Rating at B2 Probability of Default at B2-PD $150 million senior secured revolving credit facility expiring 2023 at B2 (LGD4) $650 million senior secured term loan B due 2025 at B2 (LGD4) Outlook Actions: Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR reflects Anastasia's relatively small scale with revenues of less than $400 million and narrow focus in prestige color cosmetics. Anastasia has high retail concentration at Sephora and Ulta given that a significant amount of its revenues are generated from those channels. Moody's also recognizes the high and increasing competition from other independent brands, as well as from larger and better diversified competitors. Larger competitors have greater scale, possess more product and geographic diversity, and have greater investment capacity through a range of economic cycles. Anastasia has limited geographic diversity with a significant amount of sales generated in the U.S. The rating is supported by the company's good brand name recognition in niche markets, good growth potential, strong profitability, healthy liquidity, and moderate financial leverage of about 3.6x debt/EBITDA. The stable outlook reflects Moody's view that the prestige color cosmetics segment will remain challenging. The outlook also reflects Moody's view that the company's financial leverage will remain moderate and steadily improve due to earnings growth. The ratings could be downgraded if Anastasia's operating performance deteriorates, or if the company engages in debt funded acquisitions or additional shareholder distributions. Ratings could also be downgraded if debt/EBITDA is sustained above 5.0x, or if liquidity deteriorates. The rating could be upgraded if the company achieves greater scale, and increases its geographic and product diversity. The company would also need to establish a longer track record of good operating performance, and remain committed to conservative financial policies before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Based in Beverly Hills, CA, Anastasia is a marketer and seller of prestige color cosmetics largely in the U.S. Anastasia is majority owned by the Soare family with TPG owning a minority interest. The company generates less than $400 million in annual revenue. ANASTASIA BEVERLY: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit ratings to Beverly Hills, Calif.-based Anastasia Holdings LLC and subsidiary and the borrower of its proposed debt Anastasia Parent LLC. For purposes of the ratings, S&P views Anastasia Holdings LLC and its subsidiaries as a group. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the proposed $800 million senior secured credit facility, which consists of a $150 million revolving credit facility due 2023 and $650 million term-loan B due 2025. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate 60%) for lenders in the event of a payment default. "Pro forma debt outstanding for the company following this transaction is approximately $1.35 billion including $700 million of preferred TPG stock, which we treat as 100% debt. "Our ratings on ABH reflect its small scale, narrow product focus, high customer concentration, reliance on a single brand, participation in the highly competitive and fragmented color cosmetics industry, and its high debt burden. We acknowledge that the company has experienced impressive organic growth and above-average operating margins. "The stable outlook reflects our expectation that the company's revenue will continue to grow rapidly in the next 12 months from international and e-commerce expansion and new product launches, and outpace its EBITDA growth as the company invests in technology and international infrastructure to support its next phase of growth. We also expect the company to continue to generate healthy positive free operating cash flow despite some margin compression. "We could lower our ratings if the company fails to grow in line with our expectations because of product misses, unsuccessful attempts to expand into new geographies, or increased competition pressuring the company to spend more on customer acquisition such that profit and cash flow deteriorate and result in leverage increasing to over 10x (over 5x without preferred stock). We estimate this could occur if EBITDA decreases by 30%. "Although unlikely in the next 12 months, we could raise our ratings if the company demonstrates its ability to grow while maintaining its margin advantage above its peers, or if it establishes a track record of conservative financial policies where excess cash flow is used to reduce debt instead of shareholder returns, resulting in leverage reduced to below 5x (low-1x area without the preferred stock). We believe this could occur if the company recapitalizes its balance sheet with no preferred stock or if TPG reduces its ownership in the company." ASCENA RETAIL: Bank Debt Trades at 11% Off ------------------------------------------ Participations in a syndicated loan under which Ascena Retail Group Inc. is a borrower traded in the secondary market at 88.83 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.74 percentage points from the previous week. Ascena Retail pays 450 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on August 21, 2022. Moody's rates the loan 'Ba3' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. AVSC HOLDING: Moody's Affirms B3 CFR on Buyout Announcement ----------------------------------------------------------- Moody's Investors Service affirmed AVSC Holding Corp.'s B3 Corporate Family Rating and B3-PD Probability of Default Rating in connection with the company's announcement of a leveraged buyout. At the same time, Moody's affirmed the B2 ratings on the company's first lien senior secured credit facilities, including the existing $100 million revolver and an upsized $1.23 billion first lien term loan (increased from $1.105 billion), as well as the Caa2 rating on PSAV's $210 million second lien term loan. The ratings outlook is stable. Proceeds from the incremental first lien term loan along with new common equity will be used to fund a buyout of PSAV by private equity and real estate funds affiliated with Blackstone Group, L.P. from affiliates of Goldman Sachs and Olympus Partners. The change in control event will not trigger a need to refinance the company's existing debt instruments given that the capital structure that was put in place in February 2018 has a portability feature. Pro forma for the transaction, PSAV's debt-to-EBITDA (Moody's adjusted and incorporating full year earnings from the recent acquisitions) will increase to approximately 7.4 times from 6.8 times at March 31, 2018. Despite the increase in leverage, the ratings were affirmed because Moody's expects PSAV's debt-to-EBITDA leverage to decline to a high 6.0 times range and free cash flow to debt to be sustained above 3% over the next 12-18 months. The affirmation also reflects the company's operating scope, good track record of quickly deleveraging and positive industry fundamentals. The rating incorporates Moody's view that the company will continue to employ its acquisitive growth strategy, which may include debt funding. Moody's took the following rating actions on AVSC Holding Corp.: --- Corporate Family Rating, affirmed at B3 --- Probability of Default Rating, affirmed at B3-PD --- $100 million senior secured revolving credit facility expiring 2023, affirmed at B2 (LGD3) --- $1,105 million (to be upsized to $1,230 million) senior secured first lien term loan due 2025, affirmed at B2 (LGD3) --- $210 million senior secured second lien term loan due 2025, affirmed at Caa2 (LGD6) from (LGD5) --- Ratings outlook, Stable All ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. The instrument ratings are subject to change if the proposed capital structure is modified. RATINGS RATIONALE PSAV's B3 CFR reflects Moody's expectation that the company will maintain free cash flow-to-gross debt (Moody's adjusted) above 3% while debt to EBITDA (Moody's adjusted) of approximately 7.4 times as of March 31, 2018 and pro forma for the proposed incremental debt will steadily decline to below 7.0 times over the next 12 to 18 months. Moody's anticipates aggressive financial policies featuring debt financed acquisitions and potential cash distributions may slow the pace of deleveraging. PSAV is considerably larger than its direct competitors in its core service lines, but that its scope of service line diversity is limited and its customer base is concentrated in the U.S. hotel industry, making it vulnerable to cyclical swings in the level of business travel. Evolving customer requirements for leading-edge audio-visual services lead to high and ongoing capital spending requirements. The rating is supported by Moody's expectations for continued topline and earnings growth and increasing diversification of service lines and customers through acquisitions and new product introductions. Liquidity is expected to be adequate over the next 12 to 15 months. The initial, limited cash balance of around $30 million means PSAV relies upon its free cash flow that is anticipated to be around $50-55 million annually and the fully-available $100 million revolving credit facility to support potential acquisitions or shareholder returns. Free cash flow is seasonal and typically positive in its fiscal second and fourth quarters. Access to the revolver is subject to maintaining a first lien leverage ratio (as defined) of less than 6.75 when utilization exceeds 35% of the facility. Moody's does not expect the covenant to be triggered over the next 12 months but believes there would be an ample cushion within the covenant level if it is triggered. There are no term loan financial maintenance covenants. The stable rating outlook reflects Moody's expectations for low single digit revenue growth, some expansion of the EBITDA margin from the addition of new services and embedded operating leverage in its core markets, slow but steady deleveraging and maintenance of at least adequate liquidity. Moody's could upgrade PSAV's ratings if profitable revenue growth leads to a material reduction in leverage such that debt-to-EBITDA (Moody's adjusted) leverage trends towards 5.0 times and free cash flow to debt is sustained above 4%. PSAV would also need to maintain sufficient liquidity to manage through periods of cyclical earnings pressure. Moody's could downgrade PSAV's ratings if the company fails to generate meaningful free cash flow, revenues or margins decline, liquidity weakens for any reason, or adjusted debt-to-EBITDA is sustained above 7.0 times. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AVSC Holding Corp., operating under the brand name PSAV, is a leading provider in the audiovisual and event experiences industry delivering creative production, advanced technology and staging to help its customers deliver more dynamic and impactful experiences at their meetings, trade shows and special events. PSAV is the event technology provider of choice at leading hotels, resorts and convention centers. Its business model is based on long-term partnerships with these venues, which establish PSAV as the exclusive on-site provider of event technology services. Following the completion of the leveraged buyout, PSAV will be majority owned by affiliates of Blackstone Group, L.P. The company generated revenues of approximately $1.7 billion in fiscal 2017. B.J.'S DRILL: Taps Doak & Associates as Special Counsel ------------------------------------------------------- B.J.'s Drill Stem Testing, Inc., received approval from the U.S. Bankruptcy Court for the District of North Dakota to hire Doak & Associates, P.C., as special counsel. The firm will provide legal services related to prior litigation involving claims of the Debtor and its largest creditor in the Southern District of Texas Court. Jon Doak, Esq., the attorney who will be representing the Debtor, will charge an hourly fee of $300. Paralegal services will be paid at the rate of $150 per hour. Mr. Doak disclosed in a court filing that he neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Jon E. Doak, Esq. Doak & Associates, P.C. 100 North 27th Street, Suite 200 P.O. Box 1875 Billings, MT 59103-1875 Telephone: (406)896-8904 Facsimile: (406)896-8937 E-mail: doaklaw@wtp.net About B.J.'S Drill Stem Testing B.J.'S Drill Stem Testing, Inc., offers drill stem testing services and equipment rental. The company is based in Mohall, North Dakota. B.J.'S Drill Stem Testing filed a petition for reorganization under Chapter 11 of Title 11 of the US Code (Bankr. D. N.D. Case No. 18-30340) on June 1, 2018, listing $1.12 million in total assets and $1.57 million in total liabilities. The petition was signed by Corey Welter, member. Blake Robertson, Esq., and John M. Van Atta, Esq., at Patten, Peterman, Bekkedahl & Green PLLC, serve as the Debtor's counsel. BARCELONA APARTMENTS: May Use Fannie Mae Cash Collateral -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Barcelona Apartments, LLC, to use Fannie Mae's cash collateral subject to the protections and consideration described in the Interim Order and for the expenses set forth on the monthly budget. The Debtor will not incur expenses for any line item for an amount that exceeds the amount for such line item in the Budget without the prior written approval of Fannie Mae. This authorization includes a line item variance of 10%. The approved Budget provides total expenses in the approximate amount of $76,981. The hearing to consider entry of the Final Order will be held on July 18, 2018, at 9:30 a.m. Any party in interest objecting to the entry of the Final Order will file and serve written objections no later than July 13. The Debtor is authorized to collect and receive all cash funds derived from operations of the apartment complex located at 538 Westover Road, Big Spring, Texas 79720, including rents. Fannie Mae is granted with replacement liens and security interests that are co-extensive and to the same validity, priority, and extent of Fannie Mae's pre-petition liens. To the extent the replacement liens granted are insufficient to protect Fannie Mae's interest, Fannie Mae is granted a superpriority claim under Section 507(b). The Debtor's right and authority to use Fannie Mae's cash collateral will immediately terminate upon the occurrence of any of the following Event of Default: (1) Five business-days following the delivery of a notice (either written or via email) by Fannie Mae of a breach by the Debtor of any obligations under the Order, which breach remains uncured at the end of such five business-day notice period; (2) Conversion of the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; (3) The appointment of a chapter 11 trustee or receiver under the Bankruptcy Code; (4) The entry of any order modifying, reversing, revoking, staying, rescinding, vacating or amending the Interim Order without the express prior written consent of Fannie Mae; and (5) the closing of a sale of all or substantially all of the Debtor's assets. About Barcelona Apartments Barcelona Apartments, LLC, is a privately held apartment complex owner based in Big Spring, Texas. Barcelona Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31925) on June 5, 2018. In the petition signed by Alan Kuatt, managing member, FSG Holdings, LLC, managing member of Barcelona Apartments, LLC, the Debtor estimated assets and liabilities of less than $10 million. The Hon. Barbara J. Houser is the case judge. Charles Brackett Hendricks, Esq., at Cavazos Hendricks Poirot, P.C., is the Debtor's counsel. BARCELONA APARTMENTS: Taps Cavazos Hendricks as Legal Counsel ------------------------------------------------------------- Barcelona Apartments, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Cavazos Hendricks Poirot, P.C. as its legal counsel. The firm will advise the Debtor regarding the administration of its bankruptcy estate; investigate what means may be necessary to preserve certain property rights owned by the estate; advise the Debtor regarding the filing of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The hourly rates range from $220 to $500 for attorneys and from $100 to $125 for paraprofessionals. The firm's attorneys are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Cavazos can be reached through: Charles B. Hendricks, Esq. Emily S. Wall, Esq. Cavazos Hendricks Poirot, P.C. Suite 570, Founders Square 900 Jackson Street Dallas, TX 75202 Direct Dial: (214) 573-7302 Fax: (214) 573-7399 E-mail: chuckh@chfirm.com E-mail: ewall@chfirm.com About Barcelona Apartments Barcelona Apartments, LLC is a privately-held apartment complex owner based in Big Spring, Texas. Barcelona Apartments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31925) on June 5, 2018. In the petition signed by Alan Kuatt, managing member, FSG Holdings, LLC, managing member of Barcelona Apartments, LLC, the Debtor estimated assets and liabilities of less than $10 million. The Hon. Barbara J. Houser is the case judge. The Debtor tapped Cavazos Hendricks Poirot, P.C., as its legal counsel. BASE ARCHITECTURE: May Use Cash Collateral Until September 30 ------------------------------------------------------------- The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California, granted Base Architecture Planning & Engr., Inc.'s fifth request for interim approval to use cash collateral. The Court extends the terms of the Third Stipulation between Debtor and Internal Revenue Service, as well as Debtor's Third Stipulation with Citizens Business Bank regarding Interim Use of Cash Collateral and Adequate Protection through and including Sept. 30, 2018. A hearing on whether the Debtor may use cash collateral subsequent to Sept. 30, 2018 will take place on Sept. 12, 2018 at 10:00 a.m. Papers in support of the continued use of cash collateral are required to be filed and served by Aug. 22, 2018. Objections, if any, to the Debtor's continued use of cash collateral must be filed and served by Aug. 29, 2018. Any reply may be filed and served by Sept. 5, 2018. A copy of the Order is available at http://bankrupt.com/misc/cacb17-18597-127.pdf About Base Architecture Planning Founded in 2003, Los Angeles-based Base Architecture Planning & Engr, Inc., provides professional architectural services. Base Architecture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-18597) on July 14, 2017. Michael H. Anderson, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Ernest M. Robles presides over the case. M. Jonathan Hayes, Esq., at Simon Resnik Hayes LLP, in Sherman Oaks, California, serves as counsel to the Debtor. BEACH 68TH STREET: Queens Property Up for August 17 Auction ----------------------------------------------------------- Dominic A. Villoni, Esq., as Referee, will sell at public auction at the Queens County Supreme Courthouse, Courtroom 25, 88-11 Sutphin Boulevard, Jamaica, NY on August 17, 2018 at 10:00 a.m., certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Queens, County of Queens, City and State of New York, Block 16036 and Lot 19. The premises may also be known as No# Beach 68 Street a/k/a 5-07 68 Street, Queens, NY. Premises will be sold pursuant to a Judgment of Foreclosure and Sale dated August 16, 2017 and entered on August 24, 2017, in the case, NYCTL 1998-2 TRUST AND THE BANK OF NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Plaintiff, vs. BEACH 68TH STREET CORP., ET AL., Defendant(s), Queens County Supreme Court. The approximate amount of judgment is $7,340.84 plus interest and costs. Attorneys for Plaintiff: The Law Office of Thomas P. Malone, PLLC 60 East 42nd Street, Suite 553 New York, New York 10165 BERKSHIRE CORNER: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: Berkshire Corner Properties, LLC 200 Beilke Road Millerton, NY 12546 Business Description: Berkshire Corner Properties, LLC is a privately held company engaged in the business of owning and renting real estate. The company's substantial assets are the real estate located in Lakeville, Connecticut and Millerton, New York with an aggregate market value of $1.78 million. Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Case No.: 18-36212 Judge: Hon. Cecelia G. Morris Debtor's Counsel: Bethany A. Ralph, Esq. LAW OFFICE OF BETHANY A. RALPH 3294 East Main Street P.O. Box 7 Amenia, NY 12501 Tel: (845) 373-4000 Fax: (845) 373-4900 Email: bralph2@aol.com Total Assets: $1,782,175 Total Liabilities: $1,757,452 The petition was signed by Patricia Flood, managing member. 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/nysb18-36212.pdf BESTWALL LLC: Asbestos Committee Hires 4 Firms for Medical Matters ------------------------------------------------------------------ The official committee of asbestos claimants appointed in Bestwall LLC's Chapter 11 case received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Kazan, McClain, Satterley & Greenwood and three other firms as special litigation counsel. The other law firms are Maune Raichle Hartley French & Mudd, LLC, Ruckdeschel Law Firm, LLC and Weitz & Luxenberg PC. They will advise the committee regarding any medical matters arising in connection with an estimation hearing in the Debtor's proceedings. The primary attorneys from each firm designated to represent the asbestos committee will be compensated at a rate of $850 per hour. Should other lawyers assist in the engagement, they will be paid at a blended rate of $450 per hour. Meanwhile, para-professionals will be paid a blended hourly rate of $250. In court filings, the firms disclosed that they do not represent any interest adverse to the asbestos committee or creditors of the Debtor's bankruptcy estate. Kazan McClain can be reached through: John Langdoc, Esq. Kazan, McClain, Satterley & Greenwood A Professional Law Corporation 55 Harrison St., Suite 400 Oakland, CA 94607 Phone: 877-995-6372 Maune Raichle can be reached through: Christian Hartley, Esq. Maune Raichle Hartley French & Mudd, LLC Phone: 800.358.5922 Email: chartley@mrhfmlaw.com Ruckdeschel can be reached through: Jonathan Ruckdeschel, Esq. Ruckdeschel Law Firm, LLC Main Street Ellicott City, MD 21043 Office: 410-750-RUCK (7825) Fax: 443-583-0430 Email: rucklawfirm@rucklawfirm.com Weitz & Luxenberg can be reached through: Jerry Kristal Weitz & Luxenberg PC 220 Lake Drive East, Suite 210 Cherry Hill, NJ 08002 Phone: 856-755-1115 Fax: 856-755-1995 About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017, in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel; Hull & Chandler, P.A. as local counsel; Ankura Consulting Group, LLC as claims evaluation consultant; and FTI Consulting, Inc., as financial advisor. BLACK SQUARE: Taps Ricci Tyrrell as Special Counsel --------------------------------------------------- Black Square Financial, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Ricci Tyrrell Johnson & Grey as special counsel. The firm will help the Debtor obtain court approval of its purchases of structured settlement agreements that originated in Pennsylvania and to ensure that each purchase complies with state law. Ricci Tyrrell will be paid a flat fee of $2,500 per court appearance. To the extent approval of a structured settlement agreement is not obtained after the initial court appearance and the attorney is required to make a second appearance related to the same matter, the attorneys at the firm will charge the Debtor an hourly rate of $250 for such appearances. Nancy Green, Esq., at Ricci Tyrrell, disclosed in a court filing that her firm does not represent any entity in any matter which would constitute a conflict of interest or otherwise impair the disinterestedness of the firm. The firm can be reached through: Nancy D. Green, Esq. Ricci Tyrrell Johnson & Grey 1515 Market Street, Suite 700 Philadelphia, PA 19102 Phone: 215-320-2075 Email: ngreen@rtjglaw.com About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC, is a structured settlement firm that provides liquidity to its clients by purchasing their right to receive future installment payments awarded pursuant to a settlement agreement, or in the case of clients that have previously purchased an annuity plan, the right to receive future annual disbursements paid to the clients pursuant to the annuity plan. Black Square Financial filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-23562) on Nov. 8, 2017, estimating assets of less than $500,000 and liabilities of less than $1 million. Judge John K. Olson presides over the case. Philip J. Landau, Esq., at Shraiberg Landau & Page PA, is the Debtor's bankruptcy counsel. The Debtor hired The Mack Law Group, P.C., Eason and Tambornini ALC, Crawford & Von Keller LLC, and Beaugureau, Hancock, Stoll & Schwartz, P.C., as special counsel. On Jan. 4, 2018, the Debtor filed its proposed Chapter 11 plan of reorganization. BLACKBOARD INC: Bank Debt Trades at 5% Off ------------------------------------------ Participations in a syndicated loan under which Blackboard Incorporated is a borrower traded in the secondary market at 94.54 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.39 percentage points from the previous week. Blackboard Incorporated pays 500 basis points above LIBOR to borrow under the $931 million facility. The bank loan matures on June 30, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. BOART LONGYEAR: S&P Affirms 'CCC+' CCR & Alters Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its corporate credit rating on Salt Lake City-based Boart Longyear Ltd. at 'CCC+'. The outlook is stable. S&P said, "At the same time, we affirmed our issue-level rating on the company's senior secured notes at 'CCC+'. The recovery rating is '3', indicating our expectation for meaningful (50% to 70%; rounded estimate: 50%) recovery in the event of a payment default. In addition, we affirmed our issue-level rating on the company's senior unsecured notes at 'CCC-'. The recovery rating is '6', indicating our expectation of negligible (0% to 10%; rounded estimate: 0%) recovery in the event of a payment default. "The outlook revision reflects our view that the company has improved its ability to meet its financial commitments over the next 12 months, based on improving market conditions, higher EBITDA and cash flow, and successful implementation of cost-saving initiatives following its recapitalization in September 2017. We believe the EBITDA margins will further improve incrementally throughout the year to about 9% by the year-end 2018 from about 3% in 2017 (margins improved to about 6% in Q1 2018). We estimate improved profitability will cause adjusted debt leverage and EBITDA interest coverage to improve to about 10x and 1x, respectively, by the end of 2018, from 30x and 0.4x, respectively in the prior year period. "The stable outlook reflects our view of Boart's improving profitability driven by better market conditions and the company's cost-saving initiatives. Specifically, we expect Boart to generate adjusted debt to EBITDA of 10x and EBITDA interest coverage of about 1x over the next 12 months. We believe the company's improving operating and financial performance reduces--but doesn't eliminate--capital structure and cash flow pressures relating to the conversion to cash interest from PIK interest in 2019, as well as future refinancing risk. "We could lower the rating if we believed a default, distressed debt exchange, or some other form of capital restructuring appears inevitable within the next 12 months. Such a scenario could occur if Boart is unable to fund interest and capital spending needs with operating cash flow, such that EBITDA interest coverage fell notably below 1x. "We could raise the rating if the metals and mining industry rebounded and the company's internal growth initiatives and operational improvements resulted in stronger earnings that would enable the company to refinance maturities. This would likely be associated with Boart improving EBITDA interest coverage above 1.5x on a sustained basis." BRANDENBURG FAMILY: Counsel Seeks $18,000 Fee, Plan Outline Says ---------------------------------------------------------------- The Brandenburg Family Limited Partnership filed a second amended disclosure statement explaining its plan of reorganization disclosing, among other things, that Mehlman, Greenblatt & Hare, LLC, counsel for the Debtor through April 30, 2018, held, on the Petition Date, $16,000 in escrow from the Debtor. Since the Petition Date, MGH has sought and obtained approval of a first interim fee application in the amount of $30,440.26 for services rendered and expenses incurred from the Petition Date through March 31, 2018. After application of the retainer of $16,000.00 and a payment by the Debtor of $14,000.00, MGH is owed $440.26 on account of its first interim fee application. MGH has now filed its final fee application for services rendered and expenses incurred through April 30, 2018, seeking additional fees and expenses of $18,047.76 through the conclusion of its services. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/mdb18-11041-127.pdf About The Brandenburg Family Limited Partnership Based in Jefferson, Maryland, The Brandenburg Family Limited Partnership is a Maryland limited partnership that owns parcels of real property in both Maryland and Pennsylvania. The Brandenburg Family LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the petition signed by Dwight C. Brandenburg, managing partner, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Thomas J. Catliota presides over the case. The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal counsel, and Squire, Lemkin & Company, LLP as its accountant. No creditors committee, trustee or examiner has been appointed in the case. CAMBER ENERGY: Discover Growth Acquires 9.9% Stake -------------------------------------------------- Discover Growth Fund disclosed in a Schedule 13G filed with the Securities and Exchange Commission that it beneficially owns 1,989,307 shares of common stock of Camber Energy, Inc., which represents 9.99 percent of the shares outstanding based upon 19,912,983 total shares outstanding as of July 6, 2018, as reported by Bloomberg L.P. Discover Growth holds 1,158 shares of Series C Redeemable Convertible Preferred Stock and a Redeemable Convertible Subordinated Debenture in the original face amount of $530,000, which are convertible into shares of Common Stock of the issuer; provided that the issuer may not issue shares which, when aggregated with all other shares of Common Stock then deemed beneficially owned by the reporting person, would result in the reporting person holding at any one time more than 9.99% of all Common Stock outstanding immediately after giving effect to such issuance. The reporting person has granted an irrevocable proxy to Camber Energy's board of directors, and is prohibited from voting any shares of Common Stock held by it. A full-text copy of the regulatory filing is available at: https://is.gd/xfdiiW About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy/-- is an independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the Texas Panhandle. Camber Energy reported a net loss of $24.77 million for the year ended March 31, 2018, compared to a net loss of $89.12 million for the year ended March 31, 2017. As of March 31, 2018, Camber Energy had $14.26 million in total assets, $41.23 million in total liabilities and a total stockholders' deficit of $26.96 million. GBH CPAs, PC's audit opinion included in the company's Annual Report on Form 10-K for the year ended March 31, 2018 contains a going concern explanatory paragraph stating that the Company has significant losses from operations and had a working capital deficit as of March 31, 2018. These factors raise substantial doubt about its ability to continue as a going concern. CEC ENTERTAINMENT: Bank Debt Trades at 7% Off --------------------------------------------- Participations in a syndicated loan under which CEC Entertainment Inc. is a borrower traded in the secondary market at 92.85 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.89 percentage points from the previous week. CEC Entertainment pays 325 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on February 14, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. CHICAGO PARK: Moody's Revises Outlook on Ba1 Debt Rating to Stable ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba1 rating on Chicago Park District (CPD), IL's general obligation unlimited tax (GOULT) debt and general obligation limited tax (GOLT) debt. Concurrently, the outlook has been revised to stable from negative. The rating actions apply to $320 million in rated debt. RATINGS RATIONALE Moody's affirmed the Ba1 rating and changed the outlook to stable from negative based on the recent improvement in the rating outlook for the City of Chicago (Ba1 stable). CPD's rating reflects the close political and governance relationship the park district maintains with the City of Chicago and the extensive leverage of the district's tax base considering debt and unfunded pension liabilities of overlapping governments. CPD benefits from healthy reserve levels and a large and diverse economic base. While the district's pension burden is currently manageable, a recent ruling on previously enacted reforms is expected to worsen the plan's funding trajectory over the longer term and expedite the depletion of plan assets, barring future changes. Reverting to a pay as you go approach would increase the district's annual pension costs substantially. The GOLT DSEB debt is rated the same as the GOULT debt based upon the presence of an all available funds pledge. RATING OUTLOOK The stable outlook reflects the close political and governance relationship the park district shares with the City of Chicago, which also carries a stable outlook. The stable outlook also assumes that the park district's pension liabilities will be manageable over the next several years. FACTORS THAT COULD LEAD TO AN UPGRADE - Upward movement in the City of Chicago's credit rating given the two entities' governance ties and coterminous tax base - Change in governance framework that reduces the influence of the city on the district - Improved pension funding framework that improves plan's funding trajectory FACTORS THAT COULD LEAD TO A DOWNGRADE - Downward movement in the City of Chicago's credit rating could impact the district's rating given the two entities' governance ties and coterminous tax base - Increased overlapping debt and pension leverage - Substantial reduction in the district's fund balance or liquidity LEGAL SECURITY Debt service on outstanding GOULT bonds is secured by the district's pledge and authorization to levy property taxes unlimited as to both rate and amount. The district has also pledged certain alternate revenue to repayment of certain GOULT bonds. The levy can be abated if the district determines that sufficient legally available revenues from other sources. CPD's outstanding GOLT DSEB debt is secured by the authorization to levy a dedicated property tax unlimited as to rate but limited by the amount of the district's DSEB and any funds legally available for such purpose. PROFILE The Chicago Park District was created in 1934 by the Park Consolidation Act. The district is coterminous with the City of Chicago and is the largest municipal park manager in the nation. COCRYSTAL PHARMA: Signs Deal to Sell $10 Million Common Shares -------------------------------------------------------------- Cocrystal Pharma, Inc. has entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., Barrington Research Associates, Inc., and A.G.P./Alliance Global Partners, pursuant to which the Company may issue and sell over time and from time to time, to or through the Sales Agents, up to $10,000,000 of shares of the Company's common stock. Sales of the Shares, if any, may be made in negotiated transactions or transactions that are deemed to be an "at-the-market offering" as defined in Rule 415 under the Securities Act of 1933, including without limitation sales made directly on The Nasdaq Stock Market, on any other existing trading market for the Company's common stock or to or through a market maker. The Sales Agents will use commercially reasonable efforts to sell on the Company's behalf all of the Shares requested to be sold by the Company, consistent with their normal trading and sales practices, subject to the terms of the Distribution Agreement. Under the Distribution Agreement, the Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sales of Shares sold by them under the Distribution Agreement. Ladenburg has a "conflict of interest" within the meaning of Financial Industry Regulatory Authority Rule 5121(f)(5)(B) in this offering because Dr. Phillip Frost beneficially owns more than 10% of the Company's common equity and more than 10% of the common equity of Ladenburg's parent, Ladenburg Thalmann Financial Services, Inc. Dr. Frost is also a director of the Company and chairman of the board of Ladenburg Thalmann Financial Services, Inc. Due to this conflict of interest, Barrington Research is acting as a "qualified independent underwriter" in accordance with FINRA Rule 5121. The Shares are being offered and sold pursuant to a base prospectus dated Oct. 10, 2017, as supplemented by a prospectus supplement dated July 19, 2018, in each case filed with the Securities and Exchange Commission as part of the Company's effective Registration Statement on Form S-3 (File No. 333-220632), which was initially filed with the Commission on Sept. 26, 2017 and declared effective on October 10, 2017. Interested investors should read the Registration Statement, the base prospectus and the prospectus supplement and all documents incorporated therein by reference. The Distribution Agreement is available for free at: https://is.gd/nFjspj The Registration Statement relating to these securities has been filed with the Commission and is effective. Copies of the prospectus supplement and base prospectus relating to the offering may be obtained when available by contacting Ladenburg Thalmann & Co. Inc., Attention: Prospectus Department, 277 Park Avenue, 26th Floor, New York, New York 10172, by calling (212) 409-2000, or by visiting EDGAR on the Commission's website at www.sec.gov. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of hepatitis viruses, influenza viruses, and noroviruses. The company is headquartered in Tucker, Georgia. Cocrystal Pharma reported a net loss of $613,000 on $0 of grant revenues for the year ended Dec. 31, 2017, compared to a net loss of $74.87 million on $0 of grant revenues for the year ended Dec. 31, 2016. As of March 31, 2018, Cocrystal Pharma had $120.7 million in total assets, $16.58 million in total liabilities and $104.1 million in total stockholders' equity. The Company's auditors issued an audit opinion for the year ended Dec. 31, 2017 which contained what is referred to as a "going concern" opinion. BDO USA, LLP, in Seattle, Washington, noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. COMFORT HOLDING: S&P Alters Outlook to Stable & Affirms 'CCC+' CCR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Comfort Holding LLC to stable from developing. At the same time, S&P affirmed its corporate credit rating at 'CCC+.' S&P said, "We also affirmed our 'CCC+' issue-level and '4' recovery ratings on the company's first-lien debt, and 'CCC-' issue-level and '6' recovery ratings on the company's second-lien debt. The '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The revision to a stable outlook reflects our belief that the company is in a better position to manage raw material costs and to pass through cost increases. This is particularly relevant for a key raw material, TDI (toluene diisocyanate), the prices for which rose by over 40% in 2017, and we expect they could continue to rise in future. In this context, we believe that the steps taken to manage costs are critical to improving operating performance, including creating a new management team to better manage the company's cost structure and operating performance. Despite this, we believe that leverage in 2018 will continue to be unsustainable at about 8.5x-9.5x; however, this is better than 2017 leverage, which was about 12.4x as of Dec. 31, 2017. "The stable outlook reflects our belief that the company will improve operating performance over the next year as it has made progress in addressing its inability to pass through raw material cost increases in 2017. We believe management has prioritized its pricing structure and that this will translate into better metrics in 2018 than 2017. Despite the projected improvement, we continue to expect that leverage will be unstainable, with projected leverage of about 9.5x on a weighted average of historical and projected figures. We continue to expect that Comfort will maintain sufficient liquidity to meet its requirements over the next 12 months and have not factored in any debt-funded acquisitions or shareholder rewards into our base case analysis. "We could lower rating over the next 12 months if the company's operating performance deteriorates such that it has double-digit weighted average debt-to-EBITDA on a sustained basis. This could occur if, against our base-case expectations, there was a negative shift in consumer spending or if the bedding market shifts fundamentally away from foam mattresses. "We could also lower the rating over the next 12 months if liquidity sources become meaningfully stressed, which could occur if there was the borrowing base decreased substantially or if covenants restrict access. We could also take a negative rating action if we expected that the company's liquidity sources would drop below 1.2x its liquidity uses. Furthermore, if the company is unsuccessful in its efforts to continue to raise product prices, resolve product mix and cost structure-related issues, or suffers the loss of a significant customer, it would likely lead to a borrowing base reduction or access to the ABL facility being restricted. We could also lower the rating if we believe the company would generate negative free cash flow on a sustained basis or if EBITDA does not improve as we anticipate in our base-case assumptions. "We could also lower the rating if, against our expectations, the company purses any large debt-funded acquisitions or if we no longer believe that management would be committed to maintaining current leverage levels, or if we expect that the owners would take any dividends. "We could raise the rating over the next 12 months if the company is able to effectively manage cost structure, pricing, and product mix such that they are able to achieve leverage of less than 8x on a combination of historical and projected figures. This could happen if EBITDA margins improved by approximately 100 basis points. We would also expect that the company would have positive free cash flow and maintain liquidity sources above 1.2x liquidity uses. Equally as important for an upgrade, we would also require a strong financial policy commitment from management and from the financial sponsor that would decrease leverage and be prudent enough to be consistent with a higher rating." COMSTOCK RESOURCES: Wins Auction for Haynesville Shale Properties ----------------------------------------------------------------- Comstock Resources, Inc. was the successful bidder on Package 2 - North Louisiana Properties at an auction held July 17, 2018, that was conducted under the Chapter 11 bankruptcy proceedings of Enduro Resource Partners LLC, et. al. The North Louisiana properties consist of approximately 21,000 gross acres (9,900 net) primarily in Caddo and DeSoto Parishes in Louisiana. Comstock bid $31.0 million, subject to purchase price adjustments, for the properties which include 120 (26.2 net) producing natural gas wells, 49 (14.7 net) of which produce from the Haynesville shale. Current net production from the properties being acquired is approximately 26 million cubic feet per day of natural gas following the recent completion of four (1.1 net) long-lateral Haynesville shale wells. The acquisition, which is subject to the issuance of a Final Sales Order by the United States Bankruptcy Court for the District of Delaware, will have an effective date of Jan. 1, 2018, and an anticipated closing date of July 31, 2018. Comstock estimates that it is acquiring 288 Bcfe of proved reserves which are 12% developed. Comstock has identified 112 (31.0 net) potential drilling locations on this acreage, 21 (17.9 net) of the future locations would be operated by Comstock. "All of the acreage we are acquiring from Enduro is held by production," stated M. Jay Allison, chief executive officer of Comstock. "The Haynesville acreage we are acquiring enhances our long-term opportunity set in the Haynesville shale which we can develop in the future on our time frame." About Comstock Comstock Resources, Inc. (NYSE: CRK) is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. Comstock incurred a net loss of $111.4 million for the year ended Dec. 31, 2017, compared to a net loss of $135.1 million for the year ended Dec. 31, 2016. As of March 31, 2018, Comstock Resources had $910.5 million in total assets, $1.32 billion in total liabilities and a total stockholders' deficit of $409.9 million. CONCORDIA INTERNATIONAL: S&P Lowers Corp. Credit Rating to 'D' -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Concordia International Corp. to 'D'. S&P also lowered its senior secured issue-level rating to 'D'. The downgrade follows the announcement of a final court order from the Ontario Superior Court of Justice approving the plan of arrangement under the Canada Business Corporations Act, pursuant to which the recapitalization transaction is being implemented. The plan had previously been approved by secured and unsecured debtholders and shareholders. As a result of the transaction, S&P expects secured lenders to receive 88% to 93% of the owed principal and interest in the form of cash and new secured debt. Unsecured lenders will see a negligible recovery of owed principal and interest, receiving 8% to 12% of total equity in the recapitalized company. S&P expects to rate the recapitalized company on a forward-looking basis prior to the closing of the recapitalization. CPI CARD: Silvio Tavares Resigns as Director -------------------------------------------- Silvio Tavares submitted his resignation from the Board of Directors of CPI Card Group Inc. to the Chairman of the Board, effective as of July 17, 2018. Mr. Tavares' decision was not related to any disagreement with the Company on any matter relating to its operations, policies or practices, according to a Form 8-K filed by the company with the Securities and Exchange Commission. About CPI Card CPI Card Group -- http://www.cpicardgroup.com/-- is a provider of payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. Serving the Company's customers from locations throughout the United States, Canada and the United Kingdom, the Company has a network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. The Company is headquartered in Littleton, Colorado. CPI Card incurred a net loss of $22.01 million for the year ended Dec. 31, 2017, compared to net income of $5.40 million for the year ended Dec. 31, 2016. As of March 31, 2018, CPI Card had $228.90 million in total assets, $352.32 million in total liabilities and a total stockholders' deficit of $123.41 million. * * * As reported by the TCR on April 4, 2018, Moody's Investors Service downgraded its ratings for CPI Card Group Inc., including the company's Corporate Family Rating (to Caa1, from B3) and Probability of Default Rating (to Caa1-PD, from B3-PD). Moody's said the downgrades broadly reflect continued uncertainty about whether CPI can return to revenue and profit growth over the next 12 to 18 months, and an earnings and cash flow profile that can adequately support the company's heavy debt burden. In March 2018, S&P Global Ratings lowered its corporate credit rating on Littleton, Colo.-based CPI Card Group Inc. to 'CCC+' from 'B-'. "The downgrade reflects our view that CPI's capital structure is unsustainable at current levels of EBITDA. However, we do not anticipate a default scenario over the next 12 months given that we believe liquidity availability will be sufficient to absorb the expected negative discretionary cash flow. CRYSTAL ENTERPRISES: Taps Cohen Baldinger as Legal Counsel ---------------------------------------------------------- Crystal Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Cohen Baldinger & Greenfeld, LLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Augustus Curtis, Esq., the Cohen Baldinger attorney who will be providing the services, charges an hourly fee of $395. His firm received a retainer in the sum of $8,000. Mr. Curtis disclosed in a court filing that he does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Augustus T. Curtis, Esq. Cohen Baldinger & Greenfeld, LLC 2600 Tower Oaks Boulevard, Suite 103 Rockville, MD 20852 Phone: (301) 881-8300 Email: Augie.Curtis@cohenbaldinger.com About Crystal Enterprises Crystal Enterprises, Inc. is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee, examiner or official committees has been appointed. CT TECHNOLOGIES: Bank Debt Trades at 6% Off ------------------------------------------- Participations in a syndicated loan under which CT Technologies Intermediate Holdings Inc. is a borrower traded in the secondary market at 94.00 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.86 percentage points from the previous week. CT Technologies pays 425 basis points above LIBOR to borrow under the $155 million facility. The bank loan matures on December 1, 2021. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. DEFLORA LAKE: Taps Hudson Valley as Real Estate Appraiser --------------------------------------------------------- DeFlora Lake Development Associates, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Hudson Valley Appraisal Corporation as its real estate appraiser. The firm will conduct a valuation of its real property located at 78 Kipp Road, Hyde Park, New York. The compensation requested is $5,800, with any consultation billed at $200 per hour. Michael Bernholz, president of Hudson Valley, disclosed in a court filing that he does not represent any creditor of the Debtor. The firm can be reached through: Michael J. Bernholz Hudson Valley Appraisal Corporation Route 9W and Sunset Drive P.O. Box 1004 Port Ewen, NY 12466-1004 Phone: 845.331.8545 Fax: 845.339.1665 About DeFlora Lake Development DeFlora Lake Development Associates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35318) on March 2, 2017, disclosing under $1 million in both assets and liabilities. Judge Cecelia G. Morris presides over the case. Elizabeth A. Haas, Esq., is the Debtor's counsel. DIGICEL INTERNATIONAL: Bank Debt Trades at 4% Off ------------------------------------------------- Participations in a syndicated loan under which Digicel International Finance Ltd. is a borrower traded in the secondary market at 96.17 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.80 percentage points from the previous week. Digicel International pays 325 basis points above LIBOR to borrow under the $1.052 billion facility. The bank loan matures on May 25, 2024. Moody's rates the loan ' Ba2' and Standard & Poor's gave no rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. DIFL is an intermediate holding company within Digicel group's organization structure and owns operating assets in 25 markets in the Caribbean region. DIFL is an indirect 100% owned subsidiary of Digicel Limited (DL), which is a wholly owned subsidiary of Digicel Group Limited (DGL), the ultimate holding company. These companies are collectively referred to as 'Digicel'. DIODES INC: Egan-Jones Hikes Sr. Unsecured Debt Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company, on July 12, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Diodes Incorporated to BB+ from BB. Diodes Incorporated is an American manufacturer and supplier of discrete, logic, analog and mixed-signal semiconductors. Its headquarters is located in Plano, Texas, United States. DRY EYE COMPANY: Allowed to Use Cash Collateral on Interim Basis ---------------------------------------------------------------- Following entry of a stipulation by Dry Eye Company LLC and First Home Bank for the use of cash collateral, the Hon. Timothy W. Dore of the U.S. Bankruptcy Court for the Western District of Washington entered an order authorizing Dry Eye Company's use of cash collateral on an interim basis. The Debtor will provide adequate protection as follows: (a) Upon request of First Home Bank, Debtor will immediately provide proof of all hazard insurance for all property, and will maintain adequate insurance on all property at all times. (b) The Debtor will maintain its property in good condition and repair. (c) The Debtor will pay $2,382.03 per month to First Home Bank, to be paid no later than the 1st day of each month, starting on July 1, 2018. (d) During the relevant time period Debtor will ensure that no expenditure exceeds it permitting the amount by more than 10%, and that overall expenditures not exceed 5%. (e) First Home will have a lien in the same amount, priority, and extent as its prepetition lien(s), on postpetition personal property of the Debtor now existing or hereafter created, acquired or arising, and all proceeds, products, additions, accessions, substitutions and replacements. Such lien is subordinated to the compensation and expense reimbursement allowed to any Trustee hereafter appointed in the case. A full-text copy of the Order is available at http://bankrupt.com/misc/wawb18-12353-24.pdf About Dry Eye Company The Dry Eye Company, LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 18-12353) on June 14, 2018. In the petition signed by Rebecca E. Petris, managing member, the Debtor estimated $50,000 to $100,000 in assets and $100,000 to $500,000 in liabilities as of the bankruptcy filing. Emily A. Jarvis, Esq., of Wells and Jarvis, P.S., is the Debtor's counsel. ELEMENTS BEHAVIORAL: Gets Approval to Hire A&M, Appoint CRO ----------------------------------------------------------- EBH Topco, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alvarez & Marsal Healthcare Industry Group, LLC and designate Martin McGahan as chief restructuring officer. Mr. McGahan and his firm will assist the company and its affiliates with their reorganization efforts. The services to be provided include a financial review of the Debtors; identification of cost reduction and operations improvement opportunities; and formulation of possible restructuring plans. The firm will charge these hourly rates: Managing Directors $850 - $1,050 Directors/Senior Directors $650 - $850 Associates/Senior Associates $500 - $625 Analysts/Staff $400 - $475 In addition to the hourly compensation for A&M staff, Mr. McGahan will be paid a fixed fee of $125,000. Mr. McGahan, managing director of A&M, disclosed in a court filing that his firm does not have any interest adverse to the interests of the Debtors' estates, creditors and equity security holders. A&M can be reached through: Martin McGahan Alvarez & Marsal Healthcare Industry Group, LLC Monarch Tower 3424 Peachtree Road NE, Suite 1500 Atlanta, GA 30326 Tel: +1 404 260 4040 Fax: +1 404 260 4090 Email: mmcgahan%40alvarezandmarsal.com About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Case No. 18-11214). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. The Debtors have requested procedural consolidation and joint administration of the Chapter 11 cases. ELEMENTS BEHAVIORAL: Taps Donlin Recano as Administrative Agent --------------------------------------------------------------- EBH Topco, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Donlin, Recano & Company, Inc., as its administrative agent. The firm will provide bankruptcy administration services, which include managing the mailing of documents to creditors of the company and its affiliates; recording all transfers of claims; managing any rights offering and distributions pursuant to the Debtors' bankruptcy plan; and the solicitation and tabulation of votes pursuant to the plan. Donlin received a retainer in the sum of $25,000 from the Debtors. Nellwyn Voorhies, executive director of Donlin Recano, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Donlin Recano maintains an office at: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 Phone: 212.481.1411 About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Case No. 18-11214). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. The Debtors have requested procedural consolidation and joint administration of the Chapter 11 cases. ELEMENTS BEHAVIORAL: Taps Polsinelli PC as Legal Counsel -------------------------------------------------------- EBH Topco, LLC, received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Polsinelli PC as its legal counsel. The firm will advise the company and its affiliates on their duties under the Bankruptcy Code; assist in the disposition of the Debtors' assets by sale or otherwise; assist in the preparation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $450 to $775 for shareholders, $250 to $450 for associates, and $200 to $250 for paraprofessionals. It received retainers totaling $300,000 from the Debtors. Christopher Ward, Esq., a shareholder of Polsinelli, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher A. Ward, Esq. Shanti M. Katona, Esq. Stephen J. Astringer, Esq. Polsinelli PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: cward@polsinelli.com Email: skatona@polsinelli.com Email: sastringer@polsinelli.com - and - Jeremy R. Johnson, Esq. Polsinelli PC 600 3rd Avenue, 42nd Floor New York, New York 10016 Tel: (212) 684-0199 Fax: (212) 684-0197 Email: jeremy.johnson@polsinelli.com About Elements Behavioral Health Long Beach, California-based EBH Topco, LLC along with its subsidiaries -- http://www.elementsbehavioralhealth.com/-- are providers of behavioral health services and residential drug and alcohol addiction treatment. The Elements Behavioral Health(R) family of programs offers comprehensive, innovative treatment for substance abuse, sexual addiction, trauma, eating disorders, and other mental health disorders. EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and certain of its affiliates sought Chapter 11 bankruptcy protection on May 23, 2018 (Bankr. D. Del. Case No. 18-11214). In the petition signed by CRO Martin McGahan, the Debtors estimated $50 million to $100 million in assets and under $100 million to $500 million in liabilities. Hon. Brendan Linehan Shannon presides over the Debtors' cases. Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J. Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring advisor to the Debtors; Houlihan Lokey Capital, Inc., is the investment banker; and Donlin, Recano & Company, Inc., is the notice and claims agent. The Debtors have requested procedural consolidation and joint administration of the Chapter 11 cases. FERN HILL: Taps Lamey Law Firm as Legal Counsel ----------------------------------------------- Fern Hill Place Retail Association, Inc., received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Lamey Law Firm, P.A. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: John Lamey III, Esq. $335 Associate Attorneys $250 Contract Attorneys $250 Law Clerks $150 Paralegals $130 Lamey Law received a $5,000 retainer from the principal of the Debtor. The firm has no conflicts with regard to the Debtor's creditors, according to court filings. Lamey Law can be reached through: John D. Lamey III, Esq. Lamey Law Firm, P.A. 980 Inwood Avenue N. Oakdale, MN 55128-7094 Phone: 651.209.3550 Email: jlamey@lameylaw.com About Fern Hill Place Fern Hill Place Retail Association Inc. is a privately held company in Minneapolis, MN, and is a single location business. Fern Hill Place Retail Association filed for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Minn. Case No. 18-41722) on May 24, 2018, estimating under $1 million in assets and liabilities. The Debtor tapped John D. Lamey, III, Esq., at Lamey Law Firm, P.A., as its legal counsel. FIRESTAR DIAMOND: Trustee Taps Gem Certification as Appraiser ------------------------------------------------------------- Richard Levin, the Chapter 11 trustee for Firestar Diamond, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an appraiser. The trustee proposes to employ Gem Certification & Assurance Lab, Inc., to inspect and appraise the Debtor's diamond and jewelry assets; advise him on the fairness of offers received for the assets; provide expert testimony and other services. Donald Palmieri, president of Gem Certification, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald A. Palmieri Gem Certification & Assurance Lab, Inc. 580 Fifth Avenue LL New York, NY 10036 Telephone: 212-869-8985 Email: info@gemfacts.com About Firestar Diamond Firestar Diamond Inc. procures, designs, manufactures, and distributes diamond-studded jewelry. Firestar Diamond's operations span the USA, Europe, the Middle East, the Far East and India. The Company employs over 1200 people. Firestar Diamond has offices in Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan, Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar Diamond, designs and manufacturers wedding rings and wedding bands. Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50 million to $100 million. The Hon. Sean H. Lane is the case judge. The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as their bankruptcy counsel; Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach Siegel, LLP as special counsel; Getzler Henrich & Associates LLC and its managing director Mark Samson as chief restructuring officer; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. FLINT GROUP: $31MM Bank Debt Trades at 6% Off --------------------------------------------- Participations in a syndicated loan under which Flint Group SA is a borrower traded in the secondary market at 93.67 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.40 percentage points from the previous week. Flint Group pays 300 basis points above LIBOR to borrow under the $31 million facility. The bank loan matures on September 7, 2021. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. FLINT GROUP: $794MM Bank Debt Trades at 6% Off ---------------------------------------------- Participations in a syndicated loan under which Flint Group SA is a borrower traded in the secondary market at 93.67 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.40 percentage points from the previous week. Flint Group pays 300 basis points above LIBOR to borrow under the $794 million facility. The bank loan matures on May 19, 2021. Moody's gave no rating to the loan and Standard & Poor's gave no rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. FOOT LOCKER: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed Foot Locker, Inc.'s debt ratings, including its Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and the Ba2 rating on the Company's senior unsecured debentures due 2022. The speculative-grade liquidity rating was also affirmed at SGL-1. The ratings outlook is stable. "Foot Locker's credit profile remains solid despite the recent challenging environment. The Company has significant cushion and liquidity to weather current challenges and make investments to drive future growth," said Moody's retail analyst Mike Zuccaro. "We believe Foot Locker's solid execution capabilities and an improved product flow will result in improved performance over the next 12-18 months." Rating actions: Issuer: Foot Locker, Inc. -- Corporate Family Rating affirmed at Ba1 -- Probability of Default Rating affirmed at Ba1-PD -- Senior Unsecured Debentures due 2022 affirmed at Ba2 (LGD5) -- Speculative-Grade Liquidity Rating affirmed at SGL-1 Outlook actions: -- Outlook remains Stable RATINGS RATIONALE Foot Locker's Ba1 Corporate Family rating reflects its solid credit metrics and low level of funded debt, with lease-adjusted debt/EBITDAR at 2.6 times and EBIT/interest expense of 4.5 times as of May 5, 2018. The ratings also reflects the Company's well-recognized brand names, meaningful scale, geographic diversification, and very good liquidity. Key constraints include the Company's high vendor concentration, which elevates the impact of any adverse changes in vendor relationships, and narrow focus on the fashion-sensitive premium athletic footwear and apparel market. The rating also considers Foot Locker's financial policy, which favors share repurchases and dividends, as well as its high operating leases that will make it difficult for the Company to materially reduce leverage from its current level. The stable outlook reflects its expectation that financial performance will begin to improve over the next 12-18 months, and that financial policies will continue to be shareholder-friendly, including use of free cash flow for dividends and share repurchases. An upgrade is unlikely until Foot Locker reduces its reliance on NIKE (whose products currently account for approximately two thirds of its revenue), articulates clear financial policies that would be consistent with an investment grade rating, and expands its apparel, women's and kids' businesses. In addition, an upgrade would require the Company to maintain lease-adjusted debt/EBITDAR below 3.25 times. The ratings could be downgraded if Foot Locker's financial policy becomes more aggressive, including debt-financed share repurchases or acquisitions, or if liquidity weakens. An adverse change in the Company's operating environment could also pressure the ratings, including a deterioration in operating margins or its relationship with NIKE, or through a significant and lasting shift in consumer preference away from premium athletic shoes, which represent an important and high-margin part of the business. Quantitatively, the ratings could be downgraded if lease-adjusted debt/EBITDAR is sustained above 3.5 times or EBIT/interest expense falls below 3.5 times. Foot Locker, Inc. is a specialty athletic retailer that sells footwear, apparel and accessories through over 3,280 stores in 24 countries in North America, Europe, and Asia Pacific, as well as its e-commerce channel. Banners include Foot Locker, Footaction, Lady Foot Locker, Kids Foot Locker, Champs Sports, Runners Point, Sidestep, Eastbay, and SIX:02. Revenues for the twelve months ended May 5, 2018 exceeded $7.8 billion. GARDEN OAKS MAINTENANCE: UCC Taps Diamond McCarthy as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Garden Oaks Maintenance Organization, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Diamond McCarthy LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; analyze claims of creditors; represent the committee in its consultations with the Debtor; assist the committee in its negotiations with the Debtor concerning matters related to asset disposition, financing and bankruptcy plan; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Charles Rubio Partner $475 R. J. Shannon Associate $325 Cathy Burrows Paralegal $220 Charles Rubio, Esq., a partner at Diamond McCarthy, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles M. Rubio, Esq. R.J. Shannon, Esq. Diamond McCarthy LLP 909 Fannin, Suite 3700 Houston, TX 77010 Telephone: 713-333-5100 Facsimile: 713-333-5199 Email: crubio@diamondmccarthy.com Email: robert.shannon@diamondmccarthy.com About Garden Oaks Maintenance Organization Inc. Garden Oaks Maintenance Organization, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-60018) on April 11, 2018. In the petition signed by Mark Saranie, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge David R. Jones presides over the case. Johnie J. Patterson, Esq., at Walker & Patterson, P.C., serves as the Debtor's bankruptcy counsel. On May 31, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. GENERAL CABLE: Egan-Jones Withdraws B+ Sr. Unsecured Debt Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 13, 2018, withdrew its B+ foreign currency and local currency senior unsecured ratings on debt issued by General Cable Corporation. General Cable Corporation is a company based in Highland Heights, Kentucky, with sales offices and manufacturing facilities in several countries. GENON ENERGY: Makes $600M Partial Payment to Note Claims -------------------------------------------------------- The United States Bankruptcy Court for the Southern District of Texas on July 13, 2018, entered in the Chapter 11 cases of GenOn Energy, Inc., and certain of its directly and indirectly -owned subsidiaries an Order (A) Authorizing Interim Distributions on Account of Certain Allowed Unsecured Claims Under the Plan and Confirmation Order, (B) Establishing Related Claim Estimates, and (C) Granting Related Relief. The Order enables the Debtors to make certain interim distributions of up to $630.0 million on account of allowed GenOn Notes Claims and General Unsecured Claims (each as defined in the Plan) prior to the effective date of the Plan. Pursuant to the Confirmation Order and the Order, the Debtors have elected to make a payment in respect of the GenOn Notes Claims, the material terms and consequences of which are: -- Partial Payment Amount: $600.0 million (a) GenOn 7.875% Senior Notes due 2017 (CUSIP 74971XAC1): $229,865,164.49 ($332.546565 per $1,000 of principal amount); (b) GenOn 9.50% Senior Notes due 2018 (CUSIP 37244DAA7 and 37244DAC3): $211,081,917.97 ($324.998411 per $1,000 of principal amount); and (c) GenOn 9.875% Senior Notes due 2020 (CUSIP 37244DAF6): $159,052,917.54 ($325.195088 per $1,000 of principal amount). -- Record Date: July 17, 2018 -- Trustee Payment Date: July 18, 2018 -- Pro Forma GenOn Notes Claim Amount: $1,274,906,601.40 The payment will have no effect on the principal balance of the underlying GenOn Notes. Any additional payments on account of the GenOn Notes Claims on or before the Effective Date shall be in accordance with the Plan and the Order. The Debtors will send a Notice of Partial Payment of GenOn Notes to the trustee for the indenture governing the GenOn Notes, the Depository Trust Company, the Financial Industry Regulatory Authority and other parties in interest. The Court's Order also provides that, with respect to claims filed by Pennsylvania Department of Revenue (Claim No. 913), Potrero Power Development Management, LLC (Claim No. 1360), and CenterPoint Energy MRT Services, LLC (Claim No. 1247), the Debtors and the claimants have agreed to continue and adjourn the relief requested in the Motion solely with respect to the estimation of their respective Claims. Upon expiration of the agreed continuance, the Debtors may pursue the relief requested in the Motion with respect to estimating the applicable Claim(s) upon written notice filed with the Court. With respect to the claims filed by CenterPoint Energy, Inc. and its subsidiaries (Claim Nos. 1250, 1327, 1328) the relief requested in the Motion does not impact the CenterPoint Claims. With respect to Potrero, the Debtors shall provide Potrero with 21 days' written notice of the Debtors intention to pursue the relief requested in the Motion with respect to Potrero and will request a hearing on the Motion (if a hearing has not already been requested). Potrero reserves all rights and objections with regard to the Motion; provided, that Potrero does not, and will not, object to the relief requested in the Motion or authorized in this Order with respect to the Debtors' authorization to make one or more interim Cash distributions. Pursuant to the Order, the Bankruptcy Court also approved certain modifications to the NRG Settlement (as defined in the Plan) to enable consummation of the settlement. On July 16, 2018, GenOn and NRG consummated the NRG Settlement, including NRG Energy's payment of $114.6 million of net proceeds to GenOn, subject to post-closing adjustments, with an additional $10.0 million of proceeds expected once GenOn causes a $10.0 million letter of credit to be issued for NRG's benefit. About GenOn Energy GenOn Energy, Inc., is a wholesale power generation corporation with 15,394 megawatts in generating capacity, operating operate 32 power plants in eight states. GenOn is subsidiary of NRG Energy Inc., which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is the product of two mergers since 2010. First, on Dec. 3, 2010, two wholesale power generation companies -- RRI Energy, a company formerly known as Reliant Energy, and Mirant Corporation -- completed an all-stock, tax-free merger with Mirant becoming RRI's wholly-owned subsidiary. Following the merger, RRI took its current name: GenOn. NRG, through a wholly-owned subsidiary, and GenOn completed a stock-for-stock merger in a $6 billion deal, with GenOn continuing as the surviving company on December 14, 2012. NRG, as consideration for acquiring GenOn's entire equity, issued 0.1216 shares of NRG common stock for each outstanding share of GenOn. In structuring the merger, NRG "ring-fenced" GenOn's debt, leaving GenOn's creditors without recourse against NRG's assets in the event of GenOn's default. GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC ("GAG") and 60 of their directly and indirectly-owned subsidiaries commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead Case No. 17-33695) on June 14, 2017, to implement a restructuring plan negotiated with stakeholders prepetition. As of March 31, 2017, GenOn Energy had $4.81 billion in total assets, $4.51 billion in total liabilities and $304 million in total stockholders' equity. The Debtors' cases have been assigned to Judge David R. Jones. Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A. Clement, PLLC, is the local counsel. Rothschild Inc. is the financial advisor and investment banker. McKinsey Recovery & Transformation Services U.S. is the restructuring advisor. Epiq Systems, Inc., is the claims and noticing agent. Credit Suisse Securities (USA) LLC serves as GenOn Energy's financial advisor and investment banker. Special Counsel to the GAG Steering Committee is Quinn Emanuel Urquhart & Sullivan, LLP. The Steering Committee of GAG Noteholders is comprised of Benefit Street Partners LLC, Brigade Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus Alternative Asset Management LP, each on behalf of itself or certain affiliates, and/or accounts managed and/or advised by it or its affiliates. Counsel to the GenOn Steering Committee and the GAG Steering Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq., and Marc B. Roitman, Esq., at Ropes & Gray LLP. Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian E. Roberts, Esq., at Baker Botts L.L.P. The Court on December 12, 2017, entered the Order Confirming the Third Amended Joint Chapter 11 Plan of Reorganization of GenOn Energy, Inc. and its Debtor Affiliates. GRAND DAKOTA PARTNERS: Access to Cash Until July 25 Approved ------------------------------------------------------------ The Hon. Shon Hastings of the U.S. Bankruptcy Court for the Western District of North Carolina entered a ninth interim order authorizing Grand Dakota Partners, LLC, and Grand Dakota Hospitality, LLC, to use cash collateral from June 29, 2018 to July 25, 2018 to fund day-to-day operations at the Grand Dakota Lodge and Conference Center as limited by the terms and conditions outlined in the Joint Stipulation. American consented to Debtors' use of cash collateral from petition through April 30, 2018, on the terms provided in interim orders authorizing the use of cash collateral entered by the Court. The Debtors sought authorization to use cash collateral through December 2018, but American did not consent to use of cash collateral beyond April 30. On June 25, 2018, the Debtors filed a Joint Stipulation in which American Bank Center consented to the use of cash collateral from June 29, 2018 through the conclusion on the hearing on confirmation of Debtors' Chapter 11 Plan (currently scheduled for July 25, 2018). American Bank will have replacement liens on the Debtors' postpetition assets to the extent that American Bank had liens before the commencement of these cases, including but not limited to cash and any receivables generated by postpetition operations of the Debtors' operating assets. If, however, the Court subsequently determines that there is a defect in the perfection or priority of American Bank's prepetition liens and interests, the replacement liens granted will remain subject to the challenge by the Debtors or any other party in interest. A full-text copy of the Ninth Interim Order is available at: http://bankrupt.com/misc/ndb17-30535-208.pdf About Grand Dakota Partners Grand Dakota Partners, LLC, owns the Ramada Grand Dakota Hotel Dickinson located near Prairie Hills Mall. The hotel's rooms and suites have Serta beds, flat-screen TVs, and free WiFi. It also has an indoor pool, hot tub and fitness center. The hotel also features an onsite restaurant, barber shop, lounge, and 14,000-square-feet of conference space. Affiliated debtors Grand Dakota Partners, LLC, and Grand Dakota Hospitality, LLC (Bankr. D.N.D. Case Nos. 17-31184 and 17-31185) each filed for Chapter 11 bankruptcy protection on July 20, 2017. The petitions were signed by Stephen D. Barker, president, Cibix Management, Inc., the managing member of the Debtors. Grand Dakota Partners estimated its assets and liabilities at between $10 million and $50 million each. Grand Dakota Hospitality estimated its assets at up to $50,000 and liabilities at between $10 million and $50 million. Judge Laura T. Beyer presides over the case. Bradley E. Pearce, Esq., at Pearce Law PLLC, serves as the Debtors' bankruptcy counsel. GYPC INC: Taps Valuation Research Corp. as Appraiser ---------------------------------------------------- GYPC, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Ohio to hire Valuation Research Corporation. The firm will conduct an appraisal of the Debtor's preferred membership interest in Eastport Holdings, LLC. The professional fee is estimated at $23,000. Lawrence VanKirk, III, managing director of Valuation Research, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Lawrence E. VanKirk, III Valuation Research Corporation 312 Walnut Street, Suite 1700 Cincinnati, OH 45202 About GYPC Inc. Based in Dayton, Ohio, GYPC Inc. designs and operates programs that motivate employees, dealers, resellers and distributors, helping increase productivity and profitability, reduce turnover and promote innovation. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-31030) on March 30, 2017. The petition was signed by Christopher F. Cummings, chairman and CEO. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $50 million to $100 million. The case is assigned to Judge Guy R Humphrey. The Debtor hired Porter Wright Morris & Arthur LLP as counsel. No trustee, examiner, or creditors' committee has been appointed in the Debtor's case. HOUGHTON MIFFLIN: Bank Debt Trades at 7% Off -------------------------------------------- Participations in a syndicated loan under which Houghton Mifflin Harcourt Publishers Inc. is a borrower traded in the secondary market at 92.85 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.14 percentage points from the previous week. Houghton Mifflin pays 300 basis points above LIBOR to borrow under the $800 million facility. The bank loan matures on May 29, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. IHS MARKIT: Moody's Rates New $1.25-Bil. Unsecured Notes 'Ba1' -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to IHS Markit Ltd.'s proposed approximately $1.25 billion of senior unsecured notes. IHS Markit's existing ratings, including its Ba1 Corporate Family Rating (CFR) and senior unsecured debt ratings, Ba1-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity rating are not affected. The ratings outlook is stable. The company will use the proceeds for general corporate purposes, including financing the previously announced acquisition of Ipreo and the repayment of a portion of the outstanding revolver borrowings. RATINGS RATIONALE Moody's expects IHS Markit's total debt to EBITDA to decline from the approximately 5x (Moody's adjusted, pro forma for the Ipreo acquisition), to below 4x in the second half of 2019, from a combination of EBITDA growth and debt reduction, assuming there are no debt-funded acquisitions. Moody's also expects that IHS Markit will use the proceeds from the planned divestiture of MarkitSERV to reduce debt. The Ba1 CFR reflects IHS Markit's strong business profile, including its good operating scale, diversified business lines, and a high proportion of recurring revenues. The company is a leading provider of information solutions to the automotive, energy and financial services industries. Moody's expects IHS Markit's free cash flow to approach 20% of adjusted debt over the next 12 to 18 months, driven by its solid EBITDA margins and high EBITDA-to-free cash flow conversion. IHS Markit's rating is constrained by its highly acquisitive growth strategy, moderately high leverage and shareholder-friendly financial policies evidenced by its history of debt-financed acquisitions and large share repurchases that have precluded sustained deleveraging. The stable reflects Moody's expectation that IHS Markit will prioritize deleveraging after the acquisition of Ipreo and generate strong free cash flow over the next 12 to 18 months. Moody's could raise IHS Markit's ratings if IHS Markit maintains strong earnings growth and establishes a track record of more conservative financial policies such that total debt to EBITDA (Moody's adjusted) is sustained at around the mid 3x. Conversely, the rating could be downgraded if weak operating performance or aggressive financial policies cause total debt to EBITDA and free cash flow-to-total debt to be sustained above 4x and below 15%, respectively. Assignments: Issuer: IHS Markit Ltd. New Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) IHS Markit Ltd. is a leading provider of information, research, analytics and other services to enterprise and government customers in several industries. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. INGLES MARKETS: Moody's Hikes CFR to Ba2, Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded Ingles Markets, Incorporated's Corporate Family Rating and Probability of Default Rating to Ba2 and Ba2-PD respectively. In addition, Moody's upgraded the rating of the company's senior unsecured notes to Ba3 from B1 and upgraded its Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook is stable. This concludes a review for upgrade which was initiated on May 16, 2018. "The upgrade reflects Ingles' ability to compete successfully with alternative food retailers and traditional grocers in its markets despite a challenging business environment as evidenced by its same store sales growth and fairly stable gross margins," Moody's Vice President Mickey Chadha stated. "Ingles' large base of stores that are owned rather than leased represent a credit positive, as it reduces Ingles' fixed cost burden relative to companies with leased real estate, and provides a source of value to creditors", Chadha further stated. RATINGS RATIONALE Ingles' Ba2 Corporate Family Rating reflects the company's solid regional franchise, and good liquidity characterized by a large base of owned real estate. Ingles' balance sheet remains strong with modest financial leverage at about 3.7 times and strong interest coverage at about 2.7 times for the LTM period ending March 31, 2018. Moody's expects credit metrics to remain strong in the next 12-18 months. Ingles has outperformed its peers in a challenging business environment which continues to be characterized by increased promotional activity and intense competition. The ratings are constrained by its small scale, and geographic concentration. Upgrades: Issuer: Ingles Markets, Incorporated Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3(LGD4) from B1(LGD4) Outlook Actions: Issuer: Ingles Markets, Incorporated Outlook, Changed To Stable From Rating Under Review The stable outlook incorporates Moody's expectation that the company's same store sales growth will continue to outperform its peers, financial policies will remain benign and credit metrics will not deteriorate in the next 12 months. Ratings could be upgraded if same store sales growth is consistently positive, financial policies remain balanced, liquidity is good, debt/EBITDA is sustained below 3.0 times, and EBIT/interest is sustained above 3.5 times. Ratings could be downgraded if the company's profitability or liquidity deteriorate or same store sales growth demonstrates a declining trend. Quantitatively ratings could be downgraded if debt to EBITDA is sustained above 4.0 times or EBIT to interest is sustained below 2.25 times. Ingles Markets, Incorporated is a supermarket chain with operations in six southeastern states. Headquartered in Asheville, North Carolina, the company operates 200 supermarkets. The company also owns and operates neighborhood shopping centers, most of which contain an Ingles supermarket. The company owns 162 of its supermarkets, either in free-standing stores or as the anchor tenant in an owned shopping center. The company also owns and operates a milk processing and packaging plant that supplies approximately 79% of the milk products sold by the Company's supermarkets as well as a variety of organic milk, fruit juices and bottled water products. In addition, the milk processing and packaging plant sells approximately 75% of its products to other retailers. ITM ENTERPRISES: Amends Treatment of Compass Bank's Claims ---------------------------------------------------------- ITM Enterprises, LLC submits a disclosure statement in support of its proposed chapter 11 plan dated June 28, 2018. The latest plan amends the treatment of Compass Bank's Class 3 claims. The Class 3 Claimant will have an allowed secured claim in the amount of $321,000. The Debtor asserts that the value of the collateral securing the Compass claim is at least $321,000. Compass has asserted the value of the collateral securing the Class 3 Claim is $80,000. In the event Debtor is correct the Class 3 Claim will be paid in full based upon a 180 month amortization, however, the Debtor will make 59 equal monthly installments with interest at the rate of 5% per annum commencing on the Effective Date and one payment of all outstanding principal and interest on the 60 month from the Effective Date. In the event the value of the collateral securing the Class 3 claim is found to be less than $321,000 then Compass will have a Class 3.1 claim for the Balance. The Class 3 Claimant will retain its liens on the Debtor’s property until paid in full in accordance with the terms of this Plan. All other terms and conditions of the pre-bankruptcy loan documents of Compass Bank except as modified by the Plan, will remain in full force and effect. Upon confirmation of this Plan, the Compass Note #1 and Note #2 will be reinstated and deemed current consistent with the terms of this Plan. Compass Bank's Class 3.1 unsecured claim is impaired and will be satisfied as follows: In the event the collateral securing the Compass Class 3 Claim is determined to be less than $321,000, Compass will have a Class 3.1 claim for the difference between the $321,000 and the value of the collateral securing the Class 3 claim. This potential Class 3.1 Claim will be paid in full in 60 monthly payments commencing on the Effective Date. The Debtor will make distributions to the Class 3.1 Allowed Claim every 90 days commencing 90 days after the Effective Date. The Debtor anticipates the cash on hand and continued operations of the restaurant to fund the Plan. The Debtor has received an offer to purchase the restaurant, if the Plan is approved and the sale closes the Debtor will use the proceeds from the sale to pay all creditors in full at closing. In the event the sale does not close the Debtor will continue operations and make monthly payments in accordance with the terms of this Plan. A full-text copy of the Latest Disclosure Statement dated June 28, 2018 is available at: http://bankrupt.com/misc/txnb18-40767-11.pdf About ITM Enterprises ITM Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-40767-11) on Feb. 28, 2018. The Debtor hired Eric A. Liepins, Esq., at Eric A. Liepins, P.C., as counsel. J MENDEL INC: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- J. Mendel Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral on interim and final basis. The Debtor has prepared the Interim Budget, which it believes is adequate to maintain business operations and pay all administrative expenses due and payable during the period between the entry of this Interim Order and the entry of a Final Order. The Debtor estimates that in accordance with the Interim Budget they will require the use of approximately $258,512 for a 14-day period (through the end of the week of July 6, 2018) pending the entry of a Final Order. The Debtor's assets consist primarily of cash, inventory, accounts receivables, and intellectual property which secure the Debtor’s obligations as a borrower, to repay indebtedness to Rosenthal & Rosenthal, Inc. The Debtor and Rosenthal entered into a Factoring Agreement and other documents executed or delivered in connection therewith, pursuant to which Rosenthal agreed to provide at its sole option certain advances and other extensions of credit to the Debtor. As of June 22, 2018, a balance of approximately $4,617,297.28 was due on account of the Rosenthal Loan. To secure the Debtor's obligation under the Rosenthal Factoring Agreement, the Debtor and Rosenthal entered into a certain Inventory Security Agreement and a certain Intellectual Property Security Agreement, pursuant to which, and the other Rosenthal Credit Documents, the Debtor granted to Rosenthal a first priority security interest in and lien upon substantially all of the Debtor's business assets. Rosenthal asserts that it has perfected its first priority blanket lien on all assets. The Debtor also executed a promissory note in the original principal amount of $7,000,000 in favor of Gores Clothing Holdings, LLC, in conjunction with a sale of the equity of the Debtor from Gores to JM Holding Group, LLC, which is now the sole shareholder of the Debtor. While Gores asserts it is owed the sum of approximately $5,154,000 from the Debtor, the Debtor disputes this amount. Gores asserts the Gores Indebtedness is guaranteed by JM Holding. JM Holding is a debtor and debtor in possession with a case pending before this Court, bearing Case No. 17-45647 (NHL). JM Holdings has commenced an adversary proceeding before the Court with respect to the same fraud claims against Gores. Rosenthal will be granted a valid, perfected, and enforceable, postpetition lien on and security interest in all of the assets of the Debtor that comprised the Pre-Petition Collateral. However, the Replacement Lien will not extend to the estate's avoidance claims or to any property of the Debtor as to which Rosenthal’s security interest and lien was not perfected as of the Petition Date. Gores will also be granted a valid, perfected, and enforceable, post-petition lien on and security interest in all of the assets of the Debtor that comprised the Gores Pre-Petition Collateral. However, the Replacement Lien will not extend to the estate's avoidance claims under sections 544, 547, 548, and 550 of the Bankruptcy Code or to any property of the Debtor as to which Gores's security interest and lien was not perfected as of the Petition Date. The Replacement Liens of Rosenthal and Gores will be subject to all other validly and properly perfected prepetition liens and security interests in favor of third parties that were senior to and had priority over the liens and security interests of Gores as of the Petition Date. To the extent the Replacement Lien and other relief granted to Rosenthal and Gores in the Interim Order does not provide these creditors with adequate protection with respect to possible diminution of their interest in the Cash Collateral, each will be given a super-priority administrative expense claim under Section 507(b) of the Bankruptcy Code. The Replacement Liens and the Super-Priority Claim will be subordinate only to the fees and expenses of the Clerk of the Court and the Office of the United States Trustee pursuant to 28 U.S.C. Section 1930(a) plus applicable interest on any such fees, the fees and expenses of professionals for the Debtor and the Official Committee of Unsecured Creditors, if any, as allowed by Order of the Court as provided by the Budget, and the fees and expenses of up to $5,000 of a Chapter 7 trustee, if any, as allowed by Order of the Court. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/nyeb18-43634-6.pdf About J. Mendel Inc. J. Mendel Inc. -- https://www.jmendel.com/ -- is a designer and manufacturer of apparel for women. The company sells ready to wear designer evening dresses, party dresses, formal gowns & fur. J. Mendel also offers fur storage, cleaning, re-lining, alterations and monogramming services. J. Mendel Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-43634) on June 22, 2018. In the petition signed by John Georgiades, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Nancy Hershey Lord. The Debtor is represented by Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP. J MENDEL INC: Seeks OK to Use $259K of Cash Collateral ------------------------------------------------------ J. Mendel Inc. filed an amended motion asking the U.S. Bankruptcy Court for the Eastern District of New York to authorize J. Mendel, on an interim basis, to use $258,512 for a 14-day period pending the entry of a final order in accordance with the Interim Budget to avoid immediate and irreparable harm to its estate. The Debtor seeks authority to use cash collateral in order to maintain its liquidity and use same to fund and continue its business operations and reorganization efforts. The Debtor requires the use of cash collateral to continue to manage its property and operate its business pending an expeditious sale of its assets. The Debtor asserts that continued use of the cash collateral will enable it to preserve and enhance the value of its assets and business for the benefit of all parties in interest. The Debtor's assets consist primarily of cash, inventory, its interest in factored accounts receivables, and intellectual property which secure the Debtor's obligations as a borrower, to repay indebtedness as of June 22, 2018 in the amount of $4,617,297 to Rosenthal & Rosenthal, Inc. The Debtor also executed a promissory note in the original principal amount of $7,000,000 in favor of Gores Clothing Holdings, LLC, in conjunction with a sale of the equity of the Debtor from Gores to JM Holding Group, LLC, which is now the sole shareholder of the Debtor. Gores asserts it is owed the sum of approximately $5,154,000 from the Debtor, but the Debtor disputes this amount. Gores asserts the Gores Indebtedness is guaranteed by JM Holding. JM Holding is a debtor and debtor in possession with a case pending before the Court, bearing Case No. 17-45647 (NHL). JM Holdings has commenced an adversary proceeding before this Court with respect to the same fraud claims against Gores. The Debtor and Rosenthal entered into a factoring agreement, pursuant to which Rosenthal purchased the Debtor's accounts and agreed to provide at its sole option certain advances and other extensions of credit to the Debtor. As of June 22, 2018, a balance of approximately $4,617,297 was due on account of the Rosenthal Loan. To secure the Debtor's obligation under the Rosenthal Factoring Agreement, the Debtor and Rosenthal entered into a certain Inventory Security Agreement and a certain Intellectual Property Security Agreement, pursuant to which, and the other Rosenthal Credit Documents, the Debtor granted to Rosenthal a first priority security interest in and lien upon substantially all of the Debtor's business assets. The Debtor has also executed a certain Second Amended and Restated Term Loan Agreement and an Amended and Restated Secured Promissory Note payable to Gores in the original principal amount of $7,000,000. Gores asserts it is owed approximately $5,154,000. To secure the Debtor's obligation under the Gores Note, the Debtor and Gores entered into a Second Amended and Restated Security Agreement a Second Amended and Restated Trademark Security and Pledge Agreement, pursuant to which the Debtor granted to Gores a second priority security interest in and lien upon substantially all of the Debtor's business assets. As adequate protection for the Debtor's use of cash collateral, Rosenthal and Gores will be granted a valid, perfected, and enforceable, postpetition lien on and security interest in all of the assets of the Debtor that comprised the Pre-Petition Collateral. The Replacement Lien will be subject to all other validly and properly perfected prepetition liens and security interests in favor of third parties that were senior to and had priority over the liens and security interests of Rosenthal as of the Petition Date. To the extent the Replacement Lien and other relief granted to Rosenthal and Gores in the Interim Order does not provide these creditors with adequate protection with respect to possible diminution of their interest in the cash collateral, each will be given a super-priority administrative expense claim under Section 507(b) of the Bankruptcy Code. A full-text copy of the Amended Cash Collateral Motion is available at http://bankrupt.com/misc/nyeb18-43634-16.pdf About J. Mendel Inc. J. Mendel Inc. -- https://jmendel.com -- is a designer and manufacturer of apparel for women. The company sells ready to wear designer evening dresses, party dresses, formal gowns & fur. J. Mendel also offers fur storage, cleaning, re-lining, alterations and monogramming services. J. Mendel Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 18-43634) on June 22, 2018. In the petition signed by John Georgiades, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Nancy Hershey Lord. Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, is the Debtor's counsel. JMG RESTAURANT: Taps Morrison Tenenbaum as Legal Counsel -------------------------------------------------------- JMG Restaurant Group, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison Tenenbaum, PLLC, as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm will charge these hourly rates: Lawrence Morrison, Esq. $525 Associates $380 Paraprofessionals $175 Morrison received $9,217 as an initial retainer fee from the Debtor. Lawrence Morrison, Esq., at Morrison Tenenbaum, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 E-mail: lmorrison@m-t-law.com E-mail: bjhufnagel@m-t-law.com About JMG Restaurant Group JMG Restaurant Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42552) on May 1, 2018. In the petition signed by Fernando Delfin, managing member, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. JONES ENERGY: Appoints New Chief Executive Officer -------------------------------------------------- Jones Energy, Inc.'s Board of Directors has hired Mr. Carl F. Giesler, Jr. as the Company's new chief executive officer effective July 23, 2018. Prior to joining the Company, Mr. Giesler served since September 2014 as the chief executive officer and a director of Glacier Oil & Gas Corp and its predecessor companies. Immediately prior to joining Glacier, Mr. Giesler served as a managing director with Harbinger Group Inc. where he led its oil & gas investment efforts since October 2011. Prior to joining Harbinger Group Inc., Mr. Giesler served in various oil & gas principal investing, financial and other roles with Harbinger Capital Partners, AIG FP, Morgan Stanley and Bain & Company. In addition to serving as a director of Glacier and its predecessor companies, Mr. Giesler has also served on the boards of Compass Production Partners, LP (private) and North American Energy Partners, Inc. (public). Mr. Giesler received his Bachelor of Arts from the University of Virginia and his Juris Doctorate from Harvard Law School. He is also a CFA Charterholder. Mr. Alan Bell, lead independent director of the Company's Board of Directors, commented, "On behalf of the Board of Directors, we are very pleased to announce that Mr. Giesler will be joining Jones Energy. He has a track record of success and we are confident his leadership will create value for our shareholders. I am excited to welcome him to the team." 2-Year Employment Agreement On July 12, 2018, Jones Energy, LLC, a wholly owned subsidiary of the Company, entered into an employment agreement with Mr. Giesler, effective July 23, 2018, and unless terminated earlier in accordance with its terms, the Agreement will continue for an initial term of two years. In addition, on each anniversary of the Effective Date following the initial term, unless the Agreement has been terminated, the term of the Agreement will automatically be extended for an additional year unless either party provides written notice of non-renewal at least 90 days prior to that anniversary. The Agreement provides, among other things, that Mr. Giesler will receive an annualized base salary of $495,000. Mr. Tanner currently serves as the interim chief executive officer and the chief operating officer of the Company. Upon the effectiveness of Mr. Giesler's appointment as chief executive officer, Mr. Tanner will cease to serve as the interim chief executive officer of the Company but will continue to serve as the chief operating officer of the Company. Changes to the Board of Directors In addition, Jones Energy announcing that Mr. Mike McConnell will be stepping down from his role as a Company director effective July 23, 2018. Replacing him in representing the Jones Family will be Mr. Stephen Jones, co-chairman of EnerVest Ltd. Mr. Jonny Jones, founder and Chairman of the Board of Directors said, "On behalf of the Board, we owe a debt of gratitude to Mike McConnell for his many years of service and leadership. Mike has served this company as President since 2004 and served as a Company Director since the founding of our Board in 2009. I wish Mike the very best in his future endeavors. I want to also congratulate Stephen Jones for assuming the role of Director. The Board looks forward to working with its newest member." 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. KANZLER LANDSCAPE: Final Agreed Cash Collateral Order Entered ------------------------------------------------------------- The Hon. Lashonda A. Hunt the U.S. Bankruptcy Court for the Northern District of Illinois has entered a Final Agreed Order authorizing Kanzler Landscape Contractor, Inc., and James J. Kanzler to use the cash collateral of First Midwest Bank, as successor in interest to People's Bank, pursuant to the terms of their stipulation. The Debtors are allowed to pay those actual, necessary, ordinary course operating expenses with respect to the operation of its business as set forth in the Budget. As of the Petition Date, Debtor was indebted to First Midwest Bank ("FMB") in the aggregate amount of not less than $1,855,402 under the Prepetition Loan Agreements, including but not limited to liquidated interest, costs, expenses, attorneys' fees and other charges thereon, in respect of loans, advances and other financial accommodations made by FMB to Debtor in accordance with Prepetition Loan Agreements. FMB asserts a valid, enforceable, and perfected, first priority security interests in the Prepetition Collateral pursuant to the Prepetition Loan Agreements and the Prepetition Indebtedness constitutes valid, binding and non-avoidable obligations and agreements of Debtor. As adequate protection for any post-petition diminution in the value of FMB's interest in the Prepetition Collateral, including without limitation, for any diminution in value cause by Debtor's use of either the prepetition collateral or cash collateral, FMB is granted a post-petition claim against Debtor's estates. In order secure the Adequate Protection Claim, FMB is granted a first priority security interest in and a lien upon (a) the Prepetition Collateral and all post-petition proceeds thereof, including account receivable arising from the sale after the Petition Date of such Prepetition Collateral, and (b) all of Debtor's presently owned or hereafter acquired property and assets, subject only to any valid, perfected, enforceable and unavoidable liens and security interests granted by Debtor to any person or entity other than FMB, and which liens or security interests were superior in priority to FMB's pre-petition security interests in and liens upon such property of Debtor on the Petition Date. Notwithstanding the liens, mortgages, security interests granted in the Interim Agreed Order to secure to the Adequate Protection Claim, the collateral may be used by Debtor, if sufficient funds are not otherwise available from Debtor's estate, to pay the statutory fees of the Clerk of the Court and the United States Trustee pursuant to 28 U.S.C. Section 1930(a). In addition, the Debtors will pay FMB the sum of $8,298.39 per month in the aggregate by the 10th day of each month, commencing on July 10, 2018. The Debtors, at their expense, will (a) continue to keep the collateral fully insured against all loss, peril and hazard and make FMB co-insured and loss payee as its interests appear under such policies; and (b) pay any and all post-petition taxes, assessments and governmental charges with respect to such collateral and provide FMB with proof thereof as requested by FMB. A full-text copy of the Final Agreed Order is available at: http://bankrupt.com/misc/ilnb17-37355-101.pdf About Kanzler Landscape Kanzler Landscape Contractor, Inc., is a small business debtor that primarily operates in the landscape contractors industry. The company's gross revenue amounted to $1.48 million in 2016 and $3 million in 2015. Kanzler Landscape is a private company located in Round Lake, Illinois. Kanzler Landscape Contractor filed a Chapter 11 petition (Bankr. E.D. Ill. Case No. 17-37355) on Dec. 18, 2017. In the petition signed by James Kanzler, its president and owner, the Debtor disclosed $3.26 million in assets and $2.69 million in liabilities. The case is assigned to Judge LaShonda A. Hunt. Lester A Ottenheimer, III, Esq., at Ottenheimer Law Group, LLC, is the Debtor's bankruptcy attorney. DeWald Law Group, is the special litigation counsel. KOST VENTURES: Case Summary & 10 Unsecured Creditors ---------------------------------------------------- Debtor: Kost Ventures I, Ltd. 8626 Tesoro Dr., Suite 801 San Antonio, TX 78213 Business Description: Kost Ventures I, Ltd., is a privately held company based in San Antonio, Texas, engaged in activities related to real estate. The company has mineral interests in various counties in Texas. Chapter 11 Petition Date: July 19, 2018 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Case No.: 18-51711 Judge: Hon. Ronald B. King Debtor's Counsel: Thomas Rice, Esq. PULMAN, CAPPUCCIO & PULLEN, LLP 2161 NW Military Hwy Suite 400 San Antonio, TX 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 E-mail: trice@pulmanlaw.com Total Assets: $400,308 Total Liabilities: $2,010,284 The petition was signed by Lou Kost, Jr., president of Kost Ventures, Inc., general partner. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/txwb18-51711.pdf LAKELAND HOLDINGS: S&P Affirms 'B' CCR & Alters Outlook to Neg. --------------------------------------------------------------- S&P Global Ratings revised its outlook on Charlottesville, Va.-based Lakeland Holdings LLC to negative from stable. S&P affirmed all of its ratings on the company, including the 'B' corporate credit rating and 'B' issue-level ratings on subsidiary Lakeland Tours LLC's senior secured term loan (including the proposed $85 million add-on). S&P said, "The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. Although the proposed add-on modestly impairs recovery prospects for lenders, our recovery rating remains '3' because we modestly increased our recovery valuation, reflecting added value from the proposed Envision acquisition. "The negative outlook reflects our expectation that total adjusted debt to EBITDA will be weaker than our 7x downgrade threshold over the next two years, due to the leveraging impact of the proposed add-on and acquisition combined with higher costs than we expected. We expected leverage of about 7x in fiscal 2018 (ending June 2018), improving to the mid-6x area by fiscal 2019. However, due to operating underperformance, primarily related to higher SG&A costs, we now estimate our measure of WorldStrides' leverage was in the high-7x area at the end of fiscal 2018. "The negative outlook reflects our expectation that total adjusted debt to EBITDA will be weaker than our 7x downgrade threshold over the next two years, due to the leveraging impact of the proposed add-on combined with higher costs than we expected. We expect total adjusted debt to EBITDA in the high-7x area in fiscal 2019 and the low-7x area in fiscal 2020. We could lower ratings because of high leverage despite forecast liquidity otherwise being adequate and good EBITDA coverage of cash interest above our 2x downgrade threshold over the next two years. "We could lower the rating if the company does not deleverage over the next two years such that we believe our measure of total adjusted debt to EBITDA would remain above 7x over the longer term or if EBITDA coverage of cash interest deteriorates to below 2x. This would likely result from operating underperformance driven by slower-than-anticipated revenue growth or further cost overruns, but could also result from additional leveraging acquisitions or shareholder returns. We could also consider lower ratings if free cash flow deteriorates in a manner that causes us to lose confidence that the company will maintain leverage metrics inside our thresholds. "We could revise the outlook to stable once we are confident that our measure of total adjusted debt to EBITDA will improve to and be sustained under our 7x downgrade threshold, likely the result of a successful integration of Envision and other planned acquisitions, along with good cost management. Higher ratings are unlikely at this time, given our forecast for high leverage and the company's financial sponsor ownership. However, we could consider higher ratings if the company were to sustain total adjusted debt to EBITDA below 5x on a sustained basis, including leveraging acquisitions and returns to shareholders." LAKEPOINT LAND: Taps Arnall Golden as Legal Counsel --------------------------------------------------- LakePoint Land, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Arnall Golden Gregory LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The principal attorneys designated to handle the cases and their hourly rates are: Sean Kulka $565 Michael Holbein $495 Darryl Laddin $630 Prior to the Petition Date, Arnall received retainers totaling $390,000. Arnall neither holds nor represents any interest adverse to the Debtors' bankruptcy estates, according to court filings. The firm can be reached through: Sean C. Kulka, Esq. Darryl S. Laddin, Esq. Michael F. Holbein, Esq. Arnall Golden Gregory LLP 171 17th Street, N.W., Suite 2100 Atlanta, GA 30363-1031 Tel: (404) 873-8500 Fax: (404) 873-8683 E-mail: sean.kulka@agg.com E-mail: darryl.laddin@agg.com E-mail: michael.holbein@agg.com About LakePoint Land LakePoint Land, LLC was formed for the business of assembling, acquiring, and developing a project in Bartow County, Georgia. The project, sometimes referred to as "LakePoint Sporting Community & Town Center" or "LakePoint Sporting Community" -- https://www.lakepointsports.com/ -- initially consisted of 1,200+ acres of real property located in Bartow County, City of Emerson, Georgia, which LPL acquired from Blankenship & Gaskin Properties, LLC in August 2011 for a purchase price of $16.77 million. At such time LPL also acquired certain other smaller in-fill properties from other parties. In December 2012, LPL acquired an additional 74+ acres adjacent parcel from Allatoona Distribution, LLC for a purchase price of $9.839 million, bringing the total project acreage to 1,274+ acres. LPL has developed a portion of the Project known as the "South Campus" -- i.e., an approximately 155 acre portion of the Project located west of Interstate 75 and south of a railroad line running just north of and parallel to Emerson-Allatoona Road -- as a mixed use, amateur/youth sporting tournament vacation destination centered around approximately 58 acres of indoor and outdoor sports tournament venues, presently including baseball, softball, lacrosse, soccer, wake-boarding, indoor and outdoor volleyball, and basketball, among other current facilities and uses. In 2017, the Project attracted over 1.1 million visitors and is projected to attract over 1.2 million visitors in 2018. LakePoint Land, LLC and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 18-41337) on June 11, 2018. In its petition, LakePoint Land disclosed $100,001 to $500,000 in assets and $50 million to $100 million in liabilities. The Hon. Barbara Ellis-Monro is the case judge. The Debtors tapped Arnall, Golden, Gregory LLP as counsel; Vantage Point Advisory, Inc., as financial advisor; and Garden City Group, LLC, as claims agent. LAKEPOINT LAND: Taps GCC as Claims, Noticing and Admin Agent ------------------------------------------------------------ LakePoint Land, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Garden City Group, LLC as its claims, noticing and administrative agent. The firm will oversee the distribution of notices and the administration, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. The firm received a retainer in the sum of $70,000 from the Debtors prior to the petition date. GCG neither holds nor represents any interest adverse to the Debtors and their estates, creditors and equity interest holders, according to court filings. The firm can be reached through: Jennifer Meyerowitz Garden City Group, LLC 1985 Marcus Avenue Lake Success, NY 11042 Phone: 631-470-5120 / +1 800-327-3664 Email: jennifer.meyerowitz@choosegcg.com About LakePoint Land LakePoint Land, LLC was formed for the business of assembling, acquiring, and developing a project in Bartow County, Georgia. The project, sometimes referred to as "LakePoint Sporting Community & Town Center" or "LakePoint Sporting Community" -- https://www.lakepointsports.com/ -- initially consisted of 1,200+ acres of real property located in Bartow County, City of Emerson, Georgia, which LPL acquired from Blankenship & Gaskin Properties, LLC in August 2011 for a purchase price of $16.77 million. At such time LPL also acquired certain other smaller in-fill properties from other parties. In December 2012, LPL acquired an additional 74+ acres adjacent parcel from Allatoona Distribution, LLC for a purchase price of $9.839 million, bringing the total project acreage to 1,274+ acres. LPL has developed a portion of the Project known as the "South Campus" -- i.e., an approximately 155 acre portion of the Project located west of Interstate 75 and south of a railroad line running just north of and parallel to Emerson-Allatoona Road -- as a mixed use, amateur/youth sporting tournament vacation destination centered around approximately 58 acres of indoor and outdoor sports tournament venues, presently including baseball, softball, lacrosse, soccer, wake-boarding, indoor and outdoor volleyball, and basketball, among other current facilities and uses. In 2017, the Project attracted over 1.1 million visitors and is projected to attract over 1.2 million visitors in 2018. LakePoint Land, LLC and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 18-41337) on June 11, 2018. In its petition, LakePoint Land disclosed $100,001 to $500,000 in assets and $50 million to $100 million in liabilities. The Hon. Barbara Ellis-Monro is the case judge. The Debtors tapped Arnall, Golden, Gregory LLP as counsel; Vantage Point Advisory, Inc., as financial advisor; and Garden City Group, LLC, as claims agent. LAKEPOINT LAND: Taps Vantage Point as Financial Advisor ------------------------------------------------------- LakePoint Land, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Vantage Point Advisory Inc. as financial advisor. The firm will manage all activities required to assist the company and its affiliates in operating their businesses in Chapter 11; help develop a restructuring plan or offer strategic alternatives; assist in negotiations; assess financial and operational functions; and provide other financial advisory services related to the Debtors' Chapter 11 cases. Mark Smith and James Jennings, the professionals at Vantage Point designated to provide the services, will charge $300 per hour and $250 per hour, respectively. The firm received retainers totaling $96,336.30 prior to the petition date. Vantage Point is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark A. Smith James R. Jennings Vantage Point Advisory Inc. 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 Telephone: (617) 619-3300 Email: mark.smith@vantagepointadvisory.com About LakePoint Land LakePoint Land, LLC was formed for the business of assembling, acquiring, and developing a project in Bartow County, Georgia. The project, sometimes referred to as "LakePoint Sporting Community & Town Center" or "LakePoint Sporting Community" -- https://www.lakepointsports.com/ -- initially consisted of 1,200+ acres of real property located in Bartow County, City of Emerson, Georgia, which LPL acquired from Blankenship & Gaskin Properties, LLC in August 2011 for a purchase price of $16.77 million. At such time LPL also acquired certain other smaller in-fill properties from other parties. In December 2012, LPL acquired an additional 74+ acres adjacent parcel from Allatoona Distribution, LLC for a purchase price of $9.839 million, bringing the total project acreage to 1,274+ acres. LPL has developed a portion of the Project known as the "South Campus" -- i.e., an approximately 155 acre portion of the Project located west of Interstate 75 and south of a railroad line running just north of and parallel to Emerson-Allatoona Road -- as a mixed use, amateur/youth sporting tournament vacation destination centered around approximately 58 acres of indoor and outdoor sports tournament venues, presently including baseball, softball, lacrosse, soccer, wake-boarding, indoor and outdoor volleyball, and basketball, among other current facilities and uses. In 2017, the Project attracted over 1.1 million visitors and is projected to attract over 1.2 million visitors in 2018. LakePoint Land, LLC and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ga. Lead Case No. 18-41337) on June 11, 2018. In its petition, LakePoint Land disclosed $100,001 to $500,000 in assets and $50 million to $100 million in liabilities. The Hon. Barbara Ellis-Monro is the case judge. The Debtors tapped Arnall, Golden, Gregory LLP as counsel; Vantage Point Advisory, Inc., as financial advisor; and Garden City Group, LLC, as claims agent. LARALYNN LP: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: LaraLynn, L.P. 129 Excelsior Drive Blandon, PA 19510 Business Description: LaraLynn, L.P., based in Blandon, Pennsylvania, is a privately owned company engaged in the business of leasing real estate. Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Case No.: 18-14792 Judge: Hon. Richard E. Fehling Debtor's Counsel: Aris J. Karalis, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: akaralis@karalislaw.com - and - Robert W. Seitzer, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: rseitzer@karalislaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brendon R. Field, sole general partner. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-14792.pdf LINEN LOCKER: Seeks Access to Cash for Six Months ------------------------------------------------- The Linen Locker, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida for interim use of cash collateral to continue operating its business and to manage its financial affairs in compliance with its established budgetary expenses as set forth in the six-month budget. The Debtor has, prior to the Petition Date, executed a loan agreement in favor of Swift Financial, LLC, on a secured basis, pursuant to which the Debtor granted security interests in collateral owned by the Debtor, specifically its accounts receivable. To the Debtor's knowledge, there are no other liens on the cash collateral. The amount of the secured debts due to Swift Financial is approximately $18,769. The Debtor has apparent equity and the value of its accounts receivable and cash grossly outweigh the secured debt due to Swift Financial. The assets have equity and it adequately protects the creditor's interest in this matter without the necessity of Debtor being restricted from the use of its cash collateral. The Debtor also seeks authority to provide Swift Financial with interim adequate protection payments. If allowed to use its cash collateral, the Debtor believes that it can stabilize its business operations and maintain going-concern value. Otherwise, its business operations will cease and the assets will have only limited liquidation value. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flmb18-05188-8.pdf About The Linen Locker The Linen Locker, LLC, is engaged in the dry cleaning and laundry business. The Linen Locker filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-05188) on June 22, 2018. In the petition signed by David G. Walstad, operating manager, the Debtor disclosed $521,050 in assets and $1 million in liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is the Debtor's counsel. LOCKWOOD HOLDINGS: Taps Hilco Valuation as Appraiser ---------------------------------------------------- Lockwood Holdings, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hilco Valuation Services, LLC. The firm will provide the Debtor a projection of gross and net liquidation value of its inventory located within the United States and Canada based upon an orderly liquidation value scenario and a fair market value of the inventory. Hilco will charge the Debtor a flat fee of $40,000, plus travel expenses. Ryan Lawlor, vice-president of Hilco Trading LLC, the managing member of Hilco, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ryan Lawlor Hilco Valuation Services, LLC 5 Revere Drive, Suite 300 Northbrook, IL 60062 Phone: 847-509-1100 About Lockwood Holdings Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a privately-owned company headquartered in Houston, Texas, that offers carbon steel pipe, carbon steel fittings & flanges, stainless steel pipe, stainless steel fittings & flanges, valves, valve automation, and engineered products. The company also provides services from MRO (maintenance, repair and operations) to large-scale projects, including design, engineering, automation, production, QA/QC, documentation, inspection, expedition and field service. Other in-house capabilities include light manufacturing and machining, modification, repair and NDE testing. Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH Aviation, LLC (Bankr. S.D. Tex. Case No. 18-30198) and Piping Components, Inc. (Case No. 18-30199) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on Jan. 24, 2018. The cases are jointly administered and are pending before Judge David R Jones. In the petitions signed by CEO Michael F. Lockwood, Lockwood Holdings estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. LH Aviation and Piping Components estimated their assets in the range of $0 to $50,000 and $50 million to $100 million in debt. The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw LLP as counsel, and Spagnoletti & Co. as their special litigation counsel. Imperial Capital, LLC, is the Debtors' investment banker. jetAVIVA, LLC, is the aircraft broker. The U.S. Trustee appointed an official committee of unsecured creditors. The Committee tapped McKool Smith, P.C., as its legal counsel, and Stout Risius Ross, LLC, as financial advisor. MACJ PROPERTY: Taps Stasio & Stasio as Legal Counsel ---------------------------------------------------- MACJ Property Holdings LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Stasio & Stasio P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in connection with any reclamation proceedings instituted in the court; take necessary action to avoid any liens against its property; and provide other legal services related to its Chapter 11 case. Steve Stasio, Esq., the attorney who will be handling the case, charges an hourly fee of $350. The firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Stasio & Stasio can be reached through: Steve Stasio, Esq. Stasio & Stasio P.C. The Plaza Building 303 Main Street, Suite 302 Fort Worth, TX 76102-4069 Phone: (817) 332-5113 Fax: (817) 870-0335 E-mail: steve.stasio@stasiolawfirm.com About MACJ Property Holdings MACJ Property Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-42243) on June 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Mark X. Mullin presides over the case. MERCER INT'L: Egan-Jones Hikes Sr. Unsecured Ratings to BB ---------------------------------------------------------- Egan-Jones Ratings Company, on July 11, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Mercer International Inc. to BB from BB-. Mercer International Inc. was founded in 1968 and is headquartered in Vancouver, Canada. The company manufactures and sells northern bleached softwood Kraft (NBSK) pulp in the United States, Europe, Asia, and internationally. MHT 1202: Case Summary & 14 Unsecured Creditors ----------------------------------------------- Debtor: MHT 1202, LLC 15 Knoll Pines Ct. The Woodlands, TX 77381 Business Description: MHT 1202, LLC owns four real estate properties in Houston, Texas and Spring, Texas having a total market value of $2 million. The company previously sought bankruptcy protection on June 5, 2018 (Bankr. S.D. Tex. Case No. 18-33097). Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 18-34019 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Johnie J. Patterson, Esq. WALKER & PATTERSON, P.C. P.O. Box 61301 Houston, TX 77208-1301 Tel: 713-956-5577 Fax: 713-956-5570 E-mail: jjp@walkerandpatterson.com Total Assets: $2,021,534 Total Liabilities: $2,290,648 The petition was signed by Dustin Tucker, managing member. A copy of the Debtor's list of 14 unsecured creditors is available for free at: http://bankrupt.com/misc/txsb18-34019_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb18-34019.pdf MID-ATLANTIC ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Mid-Atlantic Energy Concepts, Inc. dba Atlantic Energy Concepts 129 Excelsior Drive Blandon, PA 19510 Business Description: Founded in 1994, Mid-Atlantic Energy Concepts, Inc. -- https://www.atlanticenergyconcepts.com -- is a privately held company specializing in turn-key lighting retrofits, taking full responsibility for all aspects of the project from site survey through project closeout. The company has performed lighting retrofits on over a thousand projects in both the public and private sectors, including federal, state and local government, hospitals, universities, school districts, office buildings, retail and commercial/industrial spaces. Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Case No.: 18-14790 Judge: Hon. Richard E. Fehling Debtor's Counsel: Aris J. Karalis, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 E-mail: akaralis@karalislaw.com - and - Robert W. Seitzer, Esq. KARALIS PC 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 E-mail: rseitzer@karalislaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth Field, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/paeb18-14790_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-14790.pdf MOHEGAN TRIBAL: Bank Debt Trades at 5% Off ------------------------------------------ Participations in a syndicated loan under which Mohegan Tribal Gaming is a borrower traded in the secondary market at 95.10 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.77 percentage points from the previous week. Mohegan Tribal pays 400 basis points above LIBOR to borrow under the $783 million facility. The bank loan matures on October 14, 2023. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. MONEYGRAM INTERNATIONAL: Bank Debt Trades at 3% Off --------------------------------------------------- Participations in a syndicated loan under which MoneyGram International Inc. is a borrower traded in the secondary market at 96.58 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.77 percentage points from the previous week. MoneyGram International pays 325 basis points above LIBOR to borrow under the $850 million facility. The bank loan matures on March 28, 2020. Moody's rates the loan 'B1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. NATURE'S BOUNTY: Bank Debt Trades at 7% Off ------------------------------------------- Participations in a syndicated loan under which Nature's Bounty is a borrower traded in the secondary market at 93.45 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.72 percentage points from the previous week. Nature's Bounty pays 350 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on September 30, 2024. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. NEUSTAR INC: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Neustar Incorporated is a borrower traded in the secondary market at 96.67 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.28 percentage points from the previous week. Neustar Incorporated pays 800 basis points above LIBOR to borrow under the $325 million facility. The bank loan matures on February 28, 2025. Moody's rates the loan 'B3' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. NEW HOPE: Moody's Cuts Series 2015 A&B Revenue Bonds Rating to B3 ----------------------------------------------------------------- Moody's Investors Service downgrades to B3 from B1 the rating of New Hope Cultural Education Facilities Finance Corporation TX Student Housing Revenue Bonds (NCCD College Station Properties LLC - Texas A&M University Project) Series 2015 A&B; the outlook remains negative. RATINGS RATIONALE The B3 rating reflects weakened financial performance, a declining liquidity position and its expectation of a prolonged period of financial distress, with future bond payments relying on semiannual draws from the debt service reserve (DSR) to supplement net operating revenue. The initial $5,795,301 draw from the DSR towards the 7/1/18 payment represents 50% of principal and interest, leaving a balance of $18,108,924 in the reserve fund. This follows a previous bondholder notification dated May 30, 2018 that the borrower (NCCD College Station Properties LLC) and the trustee executed a Forbearance and Standstill Agreement to amend the Indenture to, among other things, change the flow of funds in favor of operating expenses over debt service. The Forbearance Agreement contemplated the execution and delivery of a number of documents by July 30, 2018, including a long term Forbearance Agreement. The execution and delivery of those documents did not take place. Consequently the Trustee has the right to terminate the existing Forbearance Agreement, declare an event of default and exercise remedies. To date it has not done so. Our view on the rating also considers the meaningful improvement made in raising occupancy for Fall 2018 to nearly 96% from the 2017-18 level of 54%, although rent levels are up to 30% below initial projections, which will drive the weak financial performance of the project. The off campus location of the project (Park West) places it in direct competition with over 11,000 on campus beds that are either University owned or affiliated and Moody's believes that it will be difficult for project management to raise rental rates to a level that can fully support existing debt service. RATING OUTLOOK The negative outlook reflects the likelihood of continued leasing difficulties at Park West, that bond payments will require regular draws on the DSR, as well as the possibility that rapid erosion in liquidity could trigger some sort of event of default in the near term. The negative outlook also incorporates the possibility of further rating action if a new agreement is not signed or if it weakens bondholder security. FACTORS THAT COULD LEAD TO AN UPGRADE - Sustained high occupancy matched by considerable rent increases resulting in substantial improvement in debt service coverage - A meaningful level of University support in marketing the project that would help reduce operational expenses in capturing market share and drive high occupancy levels FACTORS THAT COULD LEAD TO A DOWNGRADE - Further revision to the bond documents allowing for restructuring of debt repayment - Continued deterioration in financial condition or unforeseen operational challenges leading to a rapid depletion in liquidity PROFILE NCCD College Station Properties LLC is a single member limited liability company duly organized and existing under the laws of the State of Texas. National Campus and Community Development Corporation is the sole member of the Borrower. The Corporation is a non-profit corporation duly organized and existing under the laws of the State of Texas and is an exempt organization under 501(3) of the Internal Revenue Code of 1986, as amended. The Borrower was formed exclusively to own the project. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in June 2017. NORTHERN OIL: Continues to Reduce Fixed Charges ----------------------------------------------- Northern Oil and Gas, Inc. has entered into an additional independent, separately negotiated exchange agreement with an institutional holder of its 8% senior unsecured notes due 2020. The agreement represents a debt reduction of $9,943,000 par value of Notes. Through this and other recently announced exchanges, Northern has now entered into agreements to retire $63,700,000 of its remaining Notes, permanently reducing interest expenses by $5,096,000 on an annual basis. In this exchange for the Notes, Northern will issue 3,057,559 shares of common stock to the Investor. In exchange for certain guarantees, the Investor has agreed to an approximately nine month lock-up period, subject to certain exceptions. "As we have stated in prior releases, given the strong backlog of opportunities in the Williston Basin, liability management is critical to enhancing our competitive advantage," said Nick O'Grady, Northern's chief financial officer. "With our lean, scalable cost structure and now further enhanced balance sheet, Northern shares offer investors strong organic growth, low debt, and upside from future potential accretive acquisitions." About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.5 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.8 million. * * * In May 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from 'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. NORTHERN OIL: Will Buy Oil & Gas Assets for $68M Cash Plus Shares ----------------------------------------------------------------- Northern Oil and Gas, Inc. has entered into a definitive agreement to acquire significant production in North Dakota, currently producing over 4,100 barrels of oil equivalent per day. The asset, primarily a large package of producing wells, is being acquired from Pivotal Petroleum Partners, a portfolio company of funds managed by Tailwater Capital LLC. Total consideration at closing will consist of $68.4 million in cash (subject to customary adjustments) and 25.75 million shares of Northern common stock. Pivotal will be subject to a lock-up on the shares over a 13-month post-closing period. The agreement contains a mechanism for potential additional consideration to be paid during the 13-month lock-up period if Northern's common stock trades below certain price targets. The acquisition is expected to close in approximately 60 days, with an effective date of June 1, 2018. Highlights * The acquisition is expected to be accretive to cash flow, leverage metrics, and earnings per share through 2020 * Northern expects the acquired asset to generate approximately $56 million of cash flow from operations over the next twelve months * Northern expects to enter into commensurate hedge agreements for a significant portion of the acquired volumes * Northern expects to become cash flow positive immediately upon closing * Northern expects to be sub-2.0x Net Debt/Adjusted EBITDA in 2019 Management Comment "This transaction in the core of the Williston Basin is transformative for Northern, with both strong free cash flow and a high rate of return," commented Northern's Founder and President, Mike Reger. "The combination of this asset, along with our significant and growing core inventory of future drilling locations and the outstanding well results we have seen so far in 2018, will achieve our goal to be cash flow positive upon closing, with below-peer debt metrics in 2019. We look forward to welcoming Pivotal as a new, significant shareholder in Northern." A full-text copy of the Purchase and Sale Agreement is available for free at https://is.gd/GBO1Hq About Tailwater Capital Dallas-based Tailwater Capital is a private equity firm having executed more than 65 energy transactions in the upstream and midstream sectors representing over $16.6 billion in transaction value. Tailwater currently manages over $2.6 billion in committed capital, over $800 million of which is available for new investments. More information about Tailwater Capital can be found at www.tailwatercapital.com. The Seller can be reached at: Tailwater Capital LLC 2021 McKinney Ave., Suite 1250 Dallas, TX 75201 Attention: William B. DeArman Tel: (214) 269-1208 E-mail: wdearman@tailwatercapital.com About Northern Oil Minnetonka, Minnesota-based Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $9.19 million in 2017, a net loss of $293.5 million in 2016, and a net loss of $975.4 million in 2015. As of March 31, 2018, Northern Oil had $664.5 million in total assets, $1.15 billion in total liabilities and a total stockholders' deficit of $488.8 million. * * * In May 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from 'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved leverage profile, reduced refinancing risk associated with the remaining $203 million of notes due June 2020, and Moody's expectation that the company will grow production and operating cash flows. ONCOBIOLOGICS INC: GMS Tenshi Has 77.7% Stake as of July 18 ----------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, GMS Tenshi Holdings Pte. Limited, Ghiath M. Sukhtian and Arun Kumar Pillai disclosed that as of July 18, 2018, they beneficially own 90,469,983 shares of common stock of Oncobiologics, Inc., which constitutes 77.7 percent of the shares outstanding. The Amount includes (1) 58,735 shares of Series A-1 Convertible Preferred Stock of Oncobiologics, which converts into 8,879,780 shares of common stock of the Issuer and (2) warrants to purchase 37,262,820 Shares. This percentage is calculated based upon 32,332,568 Shares outstanding of Oncobiologics, as set forth in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2018, plus (1) 31,572,617 Shares received by the Reporting Persons following GMS Tenshi's conversion of 208,836 Series A Convertible Preferred Stock on June 20, 2018, (2) warrants to purchase 37,262,820 Shares, (3) 8,879,780 Shares underlying the Preferred Stock, and (4) 6,377,383 Shares acquired by GMS Tenshi on June 8, 2018. On July 18, 2018, GMS Tenshi entered into an exchange agreement with the Issuer pursuant to which GMS Tenshi agreed to exchange on a one-for-one basis its remaining 52,209 shares of Series A Convertible Preferred Stock, along with 6,526 shares of Series A Convertible Preferred Stock representing the accrued but unissued dividends of Series A Convertible Preferred Stock payable on the Series A Convertible Preferred Stock, for newly issued shares of the Issuer's Series A-1 Convertible Preferred Stock. The source of funds for the purchase of the Series A Convertible Preferred Stock that were exchanged for the Preferred Stock was the working capital of GMS Tenshi and capital contributions made to GMS Tenshi. Tenshi Life Sciences Private Limited, a private investment vehicle of Kumar, and GMS Pharma (Singapore) Pte. Limited, a private investment company and wholly-owned subsidiary of GMS Holdings, a private investment company, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar is the holder of a controlling interest in Tenshi. Sukhtian is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. The principal office address of GMS Tenshi is 36 Robinson Road, #13-01, City House, Singapore 068877. The principal office address of Kumar is #30, "Galaxy", 1st Main, J.P. Nagar, 3rd Phase, Bangalore, India 560078. The principal office address of Sukhtian is Zahran Street, 7th Circle Zahran Plaza Building, 4th Floor P.O. Box 142904, Amman, Jordan 11844. A full-text copy of the regulatory filing is available at: https://is.gd/rkKa7R About Oncobiologics Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $63.13 million for the year ended Sept. 30, 2016. As of March 31, 2018, Oncobiologics had $27.78 million in total assets, $43.05 million in total liabilities, $18.29 million in series A convertible preferred stock, and a total stockholders' deficit of $33.56 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured notes due in December 2018 and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. PALMER PARK: Gets OK to Hire Kimberly Taylor Logan as Counsel ------------------------------------------------------------- Palmer Park/Landover Boys & Girls Club, Inc., received approval from the U.S. Bankruptcy Court for the District of Maryland to hire the Law Office of Kimberly Taylor Logan as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in negotiations; assist in the preparation of a plan of reorganization; and provide legal other services related to its Chapter 11 case. The Debtor will pay Logan $10,000 at the rate of $395 per hour. The firm received a retainer in the sum of $2,500. Logan neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Kimberly Taylor Logan, Esq. Law Office of Kimberly Taylor Logan 745 Park Road, NW Washington, DC 20010 Phone: 202-506-6800 Fax: 202-333-4555 E-mail: ktl_legal@verizon.net About Palmer Park/Landover Boys & Girls Club Inc. Palmer Park/Landover Boys & Girls Club, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-15719) on April 29, 2018. In the petition signed by Rolline Washington, chairman, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $100,000. The Debtor tapped the Law Office of Kimberly Taylor Logan as its legal counsel. PATTERSON MEDICAL: Bank Debt Trades at 4% Off --------------------------------------------- Participations in a syndicated loan under which Patterson Medical Supply Inc. is a borrower traded in the secondary market at 95.67 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.97 percentage points from the previous week. Patterson Medical pays 475 basis points above LIBOR to borrow under the $330 million facility. The bank loan matures on August 28, 2022. Moody's rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. PEDIATRIC ASSOCIATES: Aug. 7 Plan Confirmation Hearing ------------------------------------------------------ Judge Tracey N. Wise of the U.S. Bankruptcy Court for the Eastern District of Kentucky has conditionally approved the disclosure statement explaining the first amended small business Chapter 11 plan filed by the Chapter 11 trustee of Pediatric Associates of Pikeville, LLC, and has scheduled August 7, 2018, at 9:30 a.m. (ET), for the hearing on confirmation. July 31, 2018 at 5:00 PM (ET), is fixed as the deadline for filing written acceptances or rejections to the Plan. About Pediatric Associates of Pikeville Red River Healthcare, LLC, Aaron K. Jonan Memorial Clinic, Inc., Asthma and Allergy Center, LLC, and Pediatric Associates of Pikeville, LLC each filed chapter 11 petitions (Bankr. E.D. Ky. Case No. 15-51438, 15-51439, 15-70469, and 15-70470) on July 21, 2015. Salyersville Medical Center, LLC filed a chapter 11 petition (Bankr. E.D. Ky. Case No. 15-70818) on December 21, 2015. The petitions were signed by Djien H. So, managing member. The Debtors are represented by Jamie L. Harris, Esq., at Delcotto Law Group PLLC. The cases are jointly administered for procedural purposes only. Red River Healthcare, LLC, Aaron K. Jonan Memorial Clinic, Inc., and Pediatric Associates of Pikeville, LLC each estimated assets and liabilities at $100,001 to $500,000. Asthma and Allergy Center, LLC and Salyersville Medical Center, LLC each estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. Adam M. Back, Esq., was appointed Chapter 11 Trustee, and is represented by Jessica L. Middendorf, Esq., at Stoll Keenon Ogden PLLC, in Lexington, Kentucky. PEPPERELL MILLS: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------- Pepperell Mills Limited Partnership filed with the U.S. Bankruptcy Court for the District of Massachusetts a renewed motion seeking authority to use of cash collateral generated by rents collected. The Debtor requires cash collateral in order to fund its ongoing operations, maintain the value of the property and to pay certain actual and necessary expenses of the Debtor with respect to the real property owned by the Debtor. The Debtor has received an offer to purchase the Real Property located at 502 Bedford Street, Fall River, Massachusetts for approximately $1,800,000 inclusive of the payment of the outstanding real estate taxes owed to the City of Fall River, MA (approximately $200,000). This offer is from a present tenant of the building (Merrow Manufacturing). There is also interest expressed by another, unrelated third party to purchase the real property for approximately the same price. The Debtor and MassDevelopment New Markets CDE #1, LLC entered into certain loan arrangements. As of June 22, 2018, MDFA asserts approximately $3,247,744 due and owing. MDFA claims a first-priority security interest in the Real Property, together with a security interest grant encumbering all fixtures, equipment and all other tangible personal property located on or intended for use in connection with the Real Property, pursuant to the Mortgage and Guaranty, and the leases and rents from the Real Property pursuant to the Assignment of Leases. In March 2008, Fall River Five Cents Savings Bank d/b/a BankFive made a loan to Griffin Manufacturing Company, Inc., as Borrower, in the amount of $5,000,000. The Debtor secured the indebtedness to Griffin with a second mortgage on the Real Property as well as a first lien on the Griffin assets. The Debtor also granted BankFive an interest in all its assets, including rents and leases. In addition, in September 2013, BankFive made a loan to the Debtor in the amount of $673,000, secured by the Debtor's Real property. BankFive is currently owed approximately $2,100,000. In September 2013, JFFR made a loan to Griffin in the principal amount of $250,000. This loan was secured by a mortgage granted by the Debtor. JFFR is owed approximately $260,000. JFFR's mortgage and financing statement grants them an interest in all the Debtor's assets, including accounts and accounts receivables. The Debtor proposes to adequately protect the MDFA for the use of any cash collateral as follows: (a) by granting replacement lien on the property of the estate against which MDFA held a lien as of the Petition Date, and proposes to maintain and operate the property as a going concern, thus maintaining the property's value. The replacement lien will maintain the same priority, validity and enforceability as MDFA's prepetition lien. The replacement lien will be recognized only to the extent of the diminution in value of MDFA's prepetition collateral after the Petition Date resulting from the Debtor's use of the Cash Collateral during the bankruptcy case. (b) if and to the extent (i) the Cash Collateral used by the Debtor less (ii) the reduction in the Pre-Petition Indebtedness exceeds the value of the Post-Petition Collateral, then MDFA will have a claim under Section 503(b) of the Bankruptcy Code in the amount of the Post-Petition Shortfall which will, pursuant to Section 507(b), have priority over all other claims entitled to priority under Section 507(a)(2), with the sole exception of quarterly fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930; (c) by maintaining insurance on Debtor's personal property and by paying all post-petition vendor and other administrative costs on a timely basis; and (d) by continuing to maintain and preserve the property for the benefit of the Estate. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/mab18-11804-43.pdf First Interim Order Entered The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Pepperell Mills Limited Partnership to use of cash collateral subject to the terms and conditions of the First Interim Order. The Debtor may use MassDevelopment New Markets CDE #1, LLC's cash and non-cash collateral solely to pay its ordinary and necessary expenses to be incurred in connection with this Chapter 11 case, the liquidation of the collateral and the wind-won of the Debtor's business as set forth on the Budget. Prepetition, the Debtor and MassDevelopment New Markets CDE #1, LLC entered into certain loan arrangements. As of the Petition Date, the Debtor is liable to MassDevelopment CDE in the approximately amount of $3,247,744. The amounts due under the Loan Arrangements are secured by (i) the Mortgaged Property, together with a security interest grant encumbering all fixtures, equipment and all other tangible personal property located on or intended for use in connection with the Mortgaged Property, pursuant to the Mortgage, and (ii) the leases and rents from the Mortgaged Property pursuant to the Assignment of Leases. In consideration of and as adequate protection for any diminution in the value of MassDevelopment CDE's cash and non-cash collateral: (a) MassDevelopment CDE is granted a security interest to the extent of any diminution in the value of MassDevelopment CDE's cash and non-cash collateral in all of the Debtor's post-petition assets. Said lien may not be primed by any encumbrance, whether by order of the Bankruptcy Court or the passage of time. The postpetition grant of the security interest will be supplemental of and in addition to the security interest, which MassDevelopment CDE possesses pursuant to the Loan Documents. (b) if and to the extent (i) the Cash Collateral used by the Debtor less (ii) the reduction in the Pre-Petition Indebtedness exceeds the value of the Post-Petition Collateral, then MDFA will have a claim under Section 503(b) of the Bankruptcy Code in the amount of the Post-Petition Shortfall which will, pursuant to Section 507(b) of the Bankruptcy Code, have priority over all other claims entitled to priority under Section 507(a)(2), with the sole exception of quarterly fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930. (c) The Debtor will maintain all necessary insurance, including, without limitation, fire, hazard, comprehensive, public liability and workmen's compensation, and obtain such additional insurance in an amount as is appropriate for the business in which the Debtor is engaged, naming MassDevelopment CDE as loss payee, additional insure and mortgagee with respect thereto. (d) MassDevelopment CDE will have the right to inspect the Collateral and the Mortgaged Property, as well as the Debtor's books and records during normal business hours. (e) The Debtor will maintain the Collateral in good condition and will not permit waste to occur with respect to the Collateral. (f) The Debtor will pay any and all taxes, municipal charges, or other amounts accruing upon or with respect to the Collateral from and after the Petition Date is such amounts, if unpaid, would have priority over MassDevelopment CDE's security interest in the Collateral under applicable law. A full-text copy of the First Interim Order is available at http://bankrupt.com/misc/mab18-11804-44.pdf About Pepperell Mills LP Pepperell Mills Limited Partnership is a Massachusetts limited partnership, which owns a commercial real property located at 502 Bedford Street, Fall River, Massachusetts. It has owned the property since 1993 and there are currently seven tenants operating in the building. Pepperell Mills Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-11804) on May 15, 2018. In the petition signed by Christine Laudon, president of Pepperell Mills Associates, a general partner, the Debtor estimated assets of less than $1 million to $10 million and liabilities of less than $1 million to $10 million. Judge Joan N. Feeney presides over the case. The Debtor tapped McAuliffe & Associates, P.C., as its legal counsel. PHONES PLUS: Taps Bononi & Company as Legal Counsel --------------------------------------------------- Phones Plus PA, Inc., received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Bononi & Company, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Corey Sacca, Esq., the attorney who will be handling the case, charges an hourly fee of $250. His firm has agreed to a retainer of $6,000. Mr. Sacca disclosed in a court filing that he and his firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. Bononi can be reached through: Corey J. Sacca, Esq. Bononi & Company, P.C. 20 N. Pennsylvania Ave., Suite 201 Greensburg, PA 15601 Tel: (724) 832-2499 Fax: (724) 836-0370 Email: csacca@bononilaw.com About Phones Plus PA Phones Plus PA, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21948) on May 11, 2018. In the petition signed by Douglas Parker, president, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. PJ REAL ESTATE: Directed to File Amended Disclosure Statement ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has denied approval of the amended disclosure statement explaining PJ Real Estate LLC's Chapter 11-exit plan and ordered the Debtor to file an amended Disclosure Statement, for reasons stated on the record. The Troubled Company Reporter previously reported that unsecured creditors may go unpaid under the amended plan. After the Debtor liquidates and sells its assets under Section 363(b), any surplus left over after all secured claims are paid in full, if any, will be distributed to each allowed Class 4 Claim on a pro-rata basis. Otherwise, if there is no surplus after all allowed secured claims are paid, in full, then these Class 4 claims will go unpaid, as they would be treated in a Chapter 7 liquidation setting. A full-text copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/mdb17-18758-74.pdf About PJ Real Estate LLC PJ Real Estate, LLC owns a parcel of commercial real estate in Bowie, Prince George's County, Maryland. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017. Paul Burns, its authorized representative, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The John Roberts Law Firm, PC, is the Debtor's bankruptcy counsel. POPLAR CREEK: Taps Burke Warren as Legal Counsel ------------------------------------------------ Poplar Creek, LLC, received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Burke, Warren, MacKay & Serritella, P.C., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Prior to the petition date, Burke was paid $65,000 as an advance payment retainer. David Welch, Esq., at Burke, disclosed in a court filing that all the attorneys associated with Burke are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David K. Welch, Esq. Brian P. Welch, Esq. R. Jacob Jumbeck, Esq. Burke, Warren, MacKay & Serritella, P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Tel: (312) 840-7000 Fax: (312) 840-7900 Email: dwelch@burkelaw.com About Poplar Creek Poplar Creek, LLC, a privately-held company that owns the property located at 2401 West Higgins Road, Hoffman Estates, Illinois. Poplar Creek sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-14161) on May 15, 2018. In the petition signed by George M. Moser, manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge LaShonda A. Hunt presides over the case. PRODUCTION PATTERN: Taps Alling & Jillson as Special Counsel ------------------------------------------------------------ Production Pattern and Foundry Co., Inc., seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Alling & Jillson, Ltd. as special counsel. The firm will represent the Debtor in connection with compliance of general corporate formalities and assist in negotiating an employment contract with the Debtor's president and chief executive officer. Kenneth Jillson, Esq., the attorney who will be providing the services, charges an hourly fee of $455. Mr. Jillson and his firm do not have any connection with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Kenneth R. Jillson, Esq. Alling & Jillson, Ltd. 276 Kingsbury Grade, Suite 2000 P.O. Box 3390 Lake Tahoe, NV 89449-3390 Phone: 775.588.6676 x216 Fax: 775-588-4970 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. PURPLE SHOVEL: Dover Is Broker for Condo Unit Sale -------------------------------------------------- Purple Shovel, LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Dover International Company, Inc., as its real estate broker. The firm will assist the Debtor in the sale of a condominium unit located at 1033 Love Lane, Unit 17, Apopka, Florida. Dover will be paid 6% of the total purchase price of the property, which is being offered for sale at $175,000. Adolfo Pereira, III, the real estate broker employed with Dover who will be providing the services, disclosed in a court filing that he does not hold any interest adverse to the Debtor's estate. Dover can be reached through: Adolfo Pereira, III Dover International Company, Inc. 1307 South International Parkway, Suite 1091 Lake Mary, FL 32746 Phone: 407-333-0711 About Purple Shovel Based in Tampa, Florida, Purple Shovel, LLC -- http://www.purpleshovel.com/-- is a certified Service Disabled Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide value-added solutions to an array of domestic and international challenges. Purple Shovel affords its clients a single point of contact to transport materials and aid anywhere in the world, including remote regions inaccessible to others. Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04599) on June 1, 2018. In the petition signed by Benjamin Worrell, manager, the Debtor disclosed $1.01 million in assets and $12.35 million in liabilities. Judge Caryl E. Delano is the case judge. The Law Offices of Norman and Bullington serves as counsel to the Debtor. RAMBUS INC: Egan-Jones Lowers Sr. Unsecured Ratings to BB --------------------------------------------------------- Egan-Jones Ratings Company, on July 12, 2018, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Rambus Incorporated to BB from BB+. Rambus Incorporated, founded in 1990, is an American technology licensing company, and has also been labeled as a patent troll. REX ENERGY: Seeks to Hire KPMG as Auditor ----------------------------------------- R.E. Gas Development, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire KPMG LLP as its auditor. The firm will perform an audit of the consolidated financial statements of the company and its affiliated debtors; perform an audit of the Debtors' internal control over financial reporting; and provide quarterly review services. KPMG agreed to an estimated fixed fee range of $815,000 to $865,000 for these services. Should a comfort letter be requested or an exempt offering, KPMG will work with the Debtors to determine the specific terms of its services. The majority of fees to be charged for these services reflect a reduction of approximately 25% from the firm's normal and customary rates: Professionals Discounted Rate ------------- --------------- Partners/Directors $655 - $700 Managers/Senior Managers $500 - $585 Senior Associates $435 Associates $265 - $300 For bankruptcy-related audit services, the majority of fees to be charged also reflect a reduction of approximately 25% from KPMG's normal and customary rates, depending on the types of services to be rendered: Professionals Discounted Rate ------------- --------------- Partners/Directors $655 – $875 Managers/Senior Managers $500 – $785 Senior Associates $435 - $450 Associates $265 - $330 Meanwhile, for the majority of fees to be charged for non-bankruptcy related services will be based on a blended rate estimated at $350 to $450 per hour. William Blose, a partner at KPMG, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. KPMG can be reached through: William J. Blose KPMG LLP 500 Grant Street, Suite 3400 BNY Mellon Center Pittsburgh, PA 15219-2598 Tel: +1 412-391-9710 Fax: +1 412-391-8963 About Rex Energy Corp. Rex Energy Corporation -- http://www.rexenergy.com/-- and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. They are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. On May 18, 2018, Chapter 11 cases were filed by Rex Energy Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC (Case No. 18-22035). R.E. Gas Development is the lead case. In the petitions signed by Thomas C. Stabley, president and CEO, the Debtors listed total assets of $851,000,957 and total debt of $984,529,090 as of April 30, 2018. Judge Jeffery A. Deller presides over the cases. James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S. Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J. Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve as the Debtors' bankruptcy counsel. The Debtors tapped Perella Weinberg Partners as their investment banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 29, 2018. The Committee tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman Fuscaldo & Lampl, LLC as its local counsel. REX ENERGY: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------ R.E. Gas Development, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Prime Clerk LLC as administrative advisor. The firm will provide bankruptcy administration services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing and coordinating any distributions pursuant to the plan. The firm's hourly rates are: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5490 Email: bsteele@primeclerk.com About Rex Energy Corp. Rex Energy Corporation -- http://www.rexenergy.com/-- and its subsidiaries are independent oil and gas companies operating in the Appalachian Basin, engaged in the acquisition, production, exploration and development of oil, natural gas and natural gas liquids. They are focused on drilling and exploration activities in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex Energy is headquartered in State College, Pennsylvania and became a public company in 2007. On May 18, 2018, Chapter 11 cases were filed by Rex Energy Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC (Case No. 18-22035). R.E. Gas Development is the lead case. In the petitions signed by Thomas C. Stabley, president and CEO, the Debtors listed total assets of $851,000,957 and total debt of $984,529,090 as of April 30, 2018. Judge Jeffery A. Deller presides over the cases. James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S. Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J. Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve as the Debtors' bankruptcy counsel. The Debtors tapped Perella Weinberg Partners as their investment banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 29, 2018. The Committee tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman Fuscaldo & Lampl, LLC as its local counsel. RIQUELME E HIJOS: Taps Gloria Irizarry as Legal Counsel ------------------------------------------------------- Riquelme E Hijos, Inc., received approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Gloria Justiniano Irizarry, Esq., as its legal counsel. As legal counsel, Ms. Irizarry will advise the Debtor regarding its duties under the Bankruptcy Code; prepare a plan of reorganization; examine proofs of claim; and provide other legal services related to its Chapter 11 case. The attorney charges an hourly fee of $250. Ms. Irizarry disclosed in a court filing that she is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ms. Irizarry maintains an office at: Gloria M. Justiniano Irizarry, Esq. Ensanche Martinez 8 Ramirez Silva Mayaguez, PR 00680-4714 Tel: (787) 222-9272 Fax: (787) 805-7350 E-mail: justinianolaw@gmail.com About Riquelme E Hijos Riquelme E Hijos, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-03279) on June 11, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Edward A. Godoy presides over the case. SALESFORCE.COM INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on July 9, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by salesforce.com Incorporated to BB+ from BB. Salesforce.com, Inc. develops enterprise cloud computing solutions with a focus on customer relationship management. The company was founded in 1999 and is headquartered in San Francisco, California. SANABI INVESTMENTS: Seeks Authority to Use Newtek Cash Collateral ----------------------------------------------------------------- Sanabi Investments, L.L.C., d/b/a Oscar's Moving & Storage, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of the prepetition lender Newtek Small Business Finance, LLC, with a provision of adequate protection in the amount of $1,973.65 per month. The Debtor and Newtek are parties to a certain Loan and Security Agreement in the amount of $496,000. In connection with the Loan Agreement, Newtek has first priority on all of the Debtor's assets. The principal and owner of the Debtor, Saady Bijani has provided additional collateral for the Loan by pledging three personally owned real properties located at: 11255 NW 77th Terrace, Miami FL 33178; 22541 SW 88th Place, #105, Cutler Bay, FL 33129; and 22561 SW 88th Place #105, Cutler Bay, FL 33129. Newtek maintains a second mortgage on all Pledged Properties. Newtek is currently owed $470,580 on the Loan. The current monthly loan payment is $5,976 and payment is due for June, 2018. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/flsb18-16699-28.pdf About Sanabi Investments Sanabi Investments, L.L.C. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-16699) on June 1, 2018. In the petition signed by Saady Bijani, managing member, the Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Chad T. Van Horn, Esq., at the Law Offices of Alla Kachan, P.C., is the Debtor's counsel. SANCILIO PHARMACEUTICALS: Taps JND Corporate as Claims Agent ------------------------------------------------------------ Sancilio Pharmaceuticals Company, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire JND Corporate Restructuring as claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. JND received a retainer in the sum of $10,000 from the Debtors. Travis Vandell, chief executive officer of JND, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Vandell JND Corporate Restructuring 8269 E. 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 Email: travis.vandell@jndla.com Email: restructuring@jndla.com About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio Pharmaceuticals Company, Inc. -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Its business is comprised of multiple business lines including: (i) the development of proprietary prescription medicines using a unique and proprietary solubility enhancement technology called Advanced Lipid Technologies ("ALT") including Sancilio's lead product candidate under the ALT platform for the treatment of sickle cell disease in the pediatric population; (ii) over-the-counter and behind-the-counter omega-3 dietary supplements under the brand "Ocean Blue"; (iii) prenatal vitamins and dental health supplements that operate as "generics" dispensed at pharmacies; and (iv) third-party development and manufacturing services for other companies. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, LTD., as financial advisor; Cassel Salpeter & Co., LLC as investment banker; and JND Corporate Restructuring as claims agent. SARAR USA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Sarar USA, Inc. dba Sarar USA 1585 US Highway 46 Litle Falls, NJ 07424 Business Description: Sarar USA, Inc. -- https://www.sararonline.com -- is a retailer of high-end men's apparel selling suits, tuxedos, shirts, jackets, trousers, shoes, polo shirts, outerwear, knitwear and accessories. The company is an affiliate of a company based in EskiSehir, Turkey. Sarar USA was founded in 2001 and is headquartered in Little Falls, New Jersey. Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 18-24538 Judge: Hon. John K. Sherwood Debtor's Counsel: Schuyler G. Carroll, Esq. Jeffrey Vanacore, Esq. PERKINS COIE LLP 30 Rockefeller Plaza, 22nd Floor New York City, NY 10112 Tel: (212) 262-6900 Email: scarroll@perkinscoie.com jvanacore@perkinscoie.com Debtor's Claims Agent: PRIME CLERK LLC Web site: https://cases.primeclerk.com/sarar/Home-DocketInfo Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Emre Duru, chief executive officer. 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/njb18-24538.pdf SEADRILL LIMITED: Bank Debt Trades at 11% Off --------------------------------------------- Participations in a syndicated loan under which Seadrill Ltd. is a borrower traded in the secondary market at 89.44 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.10 percentage points from the previous week. Seadrill Ltd. pays 600 basis points above LIBOR to borrow under the $1.1 billion facility. The bank loan matures on February 21, 2021. Moody's rates the loan 'Caa2' and Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. SHERIDAN INVESTMENT: Bank Debt Trades at 16% Off ------------------------------------------------ Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 84.50 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.63 percentage points from the previous week. Sheridan Investment pays 350 basis points above LIBOR to borrow under the $741 million facility. The bank loan matures on October 1, 2019. Moody's rates the loan 'Caa3' and Standard & Poor's gave a 'B' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. SOUTH COAST: Court Approves 3rd Amended Disclosure Statement ------------------------------------------------------------ Bankruptcy Judge Jeff Bohm issued an order approving South Coast Supply Company's third amended disclosure statement, dated June 29, 2018 in support of its second amended plan of reorganization dated June 25, 2018. August 14, 2018, at 1:30 p.m. CDT, is fixed for the hearing on confirmation of the Plan, to be held in Courtroom 600 of the Bob Casey Courthouse, at 515 Rusk Street, Houston, Texas. August 7, 2018, at 5:00 p.m. CDT is fixed as the last day for filing written acceptances or rejections of the Plan, and the last day for filing and serving written objections to confirmation of the Plan. The third amended disclosure statement adds the Debtor's assets and liquidation analysis. Among other things, the liquidation analysis provides that if the case were converted to a chapter 7 case many of the accounts would likely be uncollectible and the inventory and other assets would be sold at a reduced price to facilitate a speedy liquidation. It is also possible that the preference claims against Bobby Remmert could be settled by a chapter 7 trustee at a discount. The intangibles and intellectual property would have no liquidation value in a chapter 7 liquidation. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-35898-169.pdf A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-35898-175.pdf About South Coast Supply Founded in 1972 and headquartered in Houston, Texas, South Coast Supply Company -- http://www.southcoastsupply.com/-- is a distributor of industrial equipment including flanges, weld fittings, long weld necks, OD & ID heads, pipe, valves, pressure fittings and piping accessories. South Coast is a dependable supply source for engineering/construction, vessel fabricators, heat exchanger industry, original equipment manufacturers (OEM), industrial contractors, gas transmission companies, mechanical contractors, water/wastewater industry and companies in oil and gas exploration/processing industries in the U.S. and export market. South Coast Supply Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017. In the petition signed by Steven Mark Gray, CEO, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Karen K. Brown presides over the case. Miles H. Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. SPA 810: Taps Dickinson Wright as Legal Counsel ----------------------------------------------- Spa 810, LLC, and Phoenix Global Consulting Services, Inc., received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Dickinson Wright PLLC as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. Carolyn Johnsen, Esq., and Katherine Sanchez, Esq., the attorneys who will be handling the cases, will charge $595 per hour and $285 per hour, respectively. Dickinson is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Carolyn J. Johnsen, Esq. Katherine Anderson Sanchez, Esq. Dickinson Wright PLLC 1850 N. Central Ave., Suite 1400 Phoenix, AZ 85004 Phone: (602) 285-5000 Fax: (844) 670-6009 Email: cjjohnsen@dickinsonwright.com Email: ksanchez@dickinsonwright.com About SPA 810 and Phoenix Global Consulting Services SPA 810, LLC -- https://www.spa810.com/ -- owns and operates spas. It is headquartered in Scottsdale, Arizona, with locations in Texas, Arkansas, Florida, Iowa, Minnesota, Georgia, Oklahoma, Colorado, and Kentucky. SPA 810 and Phoenix Global Consulting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-06718 and 18-06719) on June 11, 2018. At the time of the filing, SPA 810 estimated assets of less than $500,000 and liabilities of less than $1 million to $10 million. Phoenix Global estimated less than $50,000 in assets and less than $1 million in liabilities. The Debtors tapped Dickinson Wright PLLC as their legal counsel. STEADYMED LTD: HSR Act Waiting Period Terminated for United ----------------------------------------------------------- United Therapeutics Corporation and SteadyMed Ltd. reported the termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to United Therapeutics' previously announced acquisition of SteadyMed. As previously announced on April 30, 2018, United Therapeutics and SteadyMed entered into a definitive merger agreement under which United Therapeutics will acquire SteadyMed for $4.46 per share in cash at closing and one contractual contingent value right per share (subject to the Contingent Value Rights Agreement), which will represent the right to receive $2.63 in cash upon the achievement of a milestone related to the commercialization of Trevyent. The termination of the waiting period under the HSR Act satisfies one of the conditions to closing of the acquisition, which remains subject to other closing conditions, including the approval of the acquisition by SteadyMed's shareholders. A meeting of SteadyMed's shareholders to vote upon the acquisition will be held on July 30, 2018. The Board of Directors of SteadyMed has unanimously recommended that SteadyMed's shareholders vote to approve the acquisition. The transaction is expected to close in the second half of 2018. Under Israeli law, the closing may not occur until at least 30 days have passed since the SteadyMed shareholders approve the acquisition. About United Therapeutics United Therapeutics Corporation is a biotechnology company focused on the development and commercialization of innovative products to address the unmet medical needs of patients with chronic and life-threatening conditions. About SteadyMed Rehovot, Israel-based SteadyMed Ltd. -- http://www.steadymed.com/ -- is a specialty pharmaceutical company focused on the development and commercialization of therapeutic product candidates that address the limitations of market-leading products for certain orphan indications and in other well-defined, high-margin specialty markets. The company's primary focus is to obtain approval for the sale of Trevyent, its lead product candidate for the treatment of pulmonary arterial hypertension, or PAH, in the United States. The company also has two other product candidates, for the treatment of post-surgical and acute pain in the home setting, referred to as its At Home Patient Analgesia, or AHPA, products, that are at an earlier stage of development. SteadyMed incurred a net loss of US$23.20 million in 2017 following a net loss of US$25.86 million in 2016. As of March 31, 2018, SteadyMed had US$33.16 million in total assets, US$19.33 million in total current and non-current liabilities and total shareholders' equity of US$13.83 million. The report from the Company's independent accounting firm Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, the company's auditor since 2012, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. STEIN PROPERTIES: Amends Plan to Disclose $5.2M Purchase Agreement ------------------------------------------------------------------ Stein Properties, Inc., amended the disclosure statement explaining its plan of reorganization to amend the treatment of claims, and disclose a definitive purchase and sale agreement with 10840 LPP Partners, LLC. The Debtor is a Delaware corporation organized in 1990 for the purpose of developing commercial real estate in Columbia, Maryland. The Debtor owns in fee simple 3.19 acres of real property, improved by a commercial building with 33,545 square feet of rentable space. The building in known as the Columbia Professional Center and is located at 10840 Little Patuxent Parkway, Columbia, Maryland 21045. The Debtor leases the Property to a number of commercial tenants. Pursuant to the Plan, the Debtor will seek Bankruptcy Court approval to sell the Property to the Purchaser, defined by the Plan as either 10840 LPP Partners, LLC or another party that offers to purchase the Property at a higher or better price. The price offered for the Property was $5,275,000. From the amount of Available Cash that would otherwise be paid to the Senior Secured Lender, the sum of $18,000 will be used to pay the Allowed Claims, in whole or in part, of other creditors. First, the Class 4 Carveout will be used to pay in full the holder of the Allowed Class 5 - Allowed Priority Claim, with interest at the Legal Interest Rate, and the holders of any unpaid Allowed Administrative Expense Claims. Holders of general unsecured claims, now classified in Class 6, will recoup 5% of the total allowed amount of their claims. The previously filed Disclosure Statement did not provide an estimate recovery for general unsecured creditors. The Amended Disclosure Statement also added a new class of claim, Class 2 - Allowed Secured Claim of SSC6-MD, LLC, with an estimated allowed claim amount of $88,832. Class 2 claims are unimpaired and will retain its lien on the Debtor's real property. The Allowed Class 2 Claim will be paid in full from available cash following the closing of the sale of the Debtor's real property. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mdb17-22680-112.pdf About Stein Properties Based in Columbia, Maryland, Stein Properties, Inc., filed a voluntary Chapter 11 petition (Bankr. D. Md. Case No. 17-22680) on Sept. 22, 2017. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The case is assigned to Judge David E. Rice. Lawrence A. Katz, Esq., at Hirschler Fleischer, is the Debtor's counsel. STONEMOR PARTNERS: Oaktree Entities Acquire 11.8% Stake ------------------------------------------------------- Oaktree Value Equity Holdings, L.P., Oaktree Value Equity Fund GP, L.P., Oaktree Value Equity Fund GP Ltd., Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group, LLC, Oaktree Capital Group Holdings GP, LLC reported in a Schedule 13D filed with the Securities and Exchange Commission that as of July 20, 2018, they beneficially own 4,477,857 shares of StoneMor Partners L.P., which represents 11.8 percent based on a total of 37,958,645 outstanding Common Units as of June 20, 2018, as reported by the Issuer in its Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on July 17, 2018. On July 20, 2018, each of the Reporting Persons entered into an agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer to the extent required by applicable law. A full-text copy of the regulatory filing is available at: https://is.gd/pXu50K About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com/-- is an owner and operator of cemeteries and funeral homes in the United States, with 322 cemeteries and 93 funeral homes in 27 states and Puerto Rico. StoneMor is the only publicly traded death care company structured as a partnership. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. Stonemor reported a net loss of $75.15 million on $338.22 million of total revenues for the year ended Dec. 31, 2017, compared to a net loss of $30.48 million on $326.23 million of total revenues for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75 billion in total assets, $1.66 billion in total liabilities and $91.69 million in total partners' capital. * * * In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on StoneMor Partners L.P. S&P said, "The rating affirmation reflects our expectation that the company can generate operating cash flow of approximately $25 million in 2018 to support operating needs for at least another year." SUMMIT FINANCIAL: Cash Collateral Use Until Aug. 4 Approved ----------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has signed a fourth agreed interim order authorizing Summit Financial Corp. to use cash collateral for permitted purposes as set forth in the budget, pending a final hearing.. The final hearing on the Cash Collateral Motion is scheduled to take place on Aug. 1, 2018 at 10:00 a.m. The approved cash collateral budget shows total expenses of approximately $4,860,187 during the period from June 24 through week ending Aug. 4, 2018. As of the Petition Date, the Debtor was indebted and liable pursuant that certain Third Amended and Restated Loan and Security Agreement to certain financial institutions in their capacity as lenders and Bank of America, N.A., as administrative and collateral agent for revolving credit loans in the approximate principal amount of $101,382,098, and on a contingent basis in the approximate amount of $300,000 in face amount of standby letters of credit. Pursuant the Fourth Agreed Interim Order, the Debtor is authorized to purchase new loans as shown in the Budget as new loan origination funding, and to the extent that the Debtor does not purchase a loan in one week, the Debtor may purchase that loan in the immediately following week. In addition, the Debtor will deliver to Bank of America a list of new loans funded by the Debtor during the previous calendar week not to exceed the amount shown in the Budget for such previous calendar week, which list will show the original issue discount, the face amount of the contract, and the FICO score for each such loan. Bank of America will transfer to the Debtor on the Transfer Date the amount of such expenses in the Budget for the calendar week that includes the Transfer Date from the Debtor's Collection Account (xxxx8407) to the Debtor's Master Disbursement Account (xxxx8410). Bank of America is granted the following for the benefit of the Pre-Petition Credit Parties: (a) Adequate Protection Liens, a valid and perfected replacement security interests in and liens on all of the Debtor's prepetition and post-petition real and personal property. (b) The Adequate Protection Claims are allowed as superpriority administrative claims pursuant to sections 503(b) and 507(b) of the Bankruptcy Code and will have priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code. (c) The Debtor will pay to Bank of America, and Bank of America is authorized to deduct and recoup from Cash Collateral, on a weekly basis, the adequate protection payments shown in the Budget, and such payments may be applied by Bank of America to the unpaid Pre-Petition Debt in accordance with the Pre-Petition Loan Agreement. To the extent that available cash in the Debtor's collections account is not sufficient to make any adequate protection payment when due, then Pre-Petition Agent will be paid the resulting deficiency on any date thereafter on which there is cash in the collections account, after taking into account the required funding under paragraph 1(d) of the Fourth Agreed Interim Order. As additional adequate protection of the interests of Bank of America, the Debtor will timely comply with and satisfy each of the following covenants: (a) No later than June 8, 2018, the Debtor will send to Bank of America a list of the names of all persons and entities who have been contacted or with whom communications have occurred at any time regarding refinancing the Pre-Petition Debt or otherwise providing new capital to or for the benefit of the Debtor; (b) Excluding May 23, 2018, each Wednesday, the Debtor (and any investment banker or broker employed by the Debtor) and its counsel will attend a conference call with the Pre-Petition Credit Parties and their counsel to provide an update on discussions with all Interested Parties and the anticipated timeline for making progress and closing a refinancing. In addition, on each Wednesday, the Debtor will send to Bank of America copies of all non-disclosure agreements, term sheets and proposal letters sent to or received from any Interested Party; (c) No later than June 22, 2018, the Debtor will have prepared and delivered to Bank of America and the Committee a rolling 13-week cash flow forecast, on a cash basis, that is based upon the Budget and is otherwise acceptable in form and substance to the Pre-Petition Agent and the Committee in the discretion of each of them; (d) No later than June 27, 2018, the Debtor will have obtained (and will send a copy to Bank of America) at least one commitment letter (which can be unsigned) for refinancing in an amount sufficient to repay the Pre-Petition Debt, which commitment letter may not contain general due diligence or capital raising contingencies, but may contain customary conditions precedent regarding documentation and court approval; (e) No later than July 20, 2018, the Debtor will have selected a back-up loan servicer whose experience and qualifications are acceptable to Bank of America as contingency planning in the event that a refinancing of the Pre-Petition Debt does not occur; (f) No later than July 27, 2018, the Debtor will have obtained (and will send a copy to Bank of America) at least one fully executed, binding commitment letter from a new lender for refinancing in an amount sufficient to repay and to be used to repay the Pre-Petition Debt at closing, which commitment letter may not contain general due diligence or capital raising contingencies, but may contain customary conditions precedent regarding documentation and court approval; (g) No later than July 20, 2018, the Debtor will have filed with the Court either (i) a motion seeking approval of the Financing or (ii) a chapter 11 plan under which the allowed claims of Bank of America and the Pre-Petition Lenders will be refinanced and paid in full on the effective date of such chapter 11 plan from the proceeds of the Financing. A full-text copy of the Fourth Agreed Interim Order is available at http://bankrupt.com/misc/flsb18-13389-125.pdf About Summit Financial Corp Summit Financial Corp -- https://www.summitfinancialcorp.org/ -- provides financing by purchasing and servicing retail installment sales contracts originated at franchised automobile dealerships and select independent used car dealerships located throughout Florida, Alabama, and Georgia. From its location in Plantation, Florida, Summit Financial provides financing for automobile loans for customers that fail to meet the standards of financing from conventional sources, such as most banks, credit unions and other national finance companies. The Company was founded in 1984. Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-13389) on March 23, 2018. In the petition signed by David Wheeler, vice president, the Debtor estimated $100 million to $500 million in assets and liabilities. Judge Raymond B Ray presides over the case. Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as general bankruptcy counsel to the Debtor. Douglas J. Jeffrey, P.A., led by principal Douglas J. Jeffrey, is serving as general counsel and special counsel to the Debtor. Moecker Auctions, Inc., is the appraiser. Dinnall Fyne & Company Inc., is the accountant. Ideal Corporate Funding, Inc., has been tapped by the Debtor to evaluate its strategic options with respect to securing financing. The U.S. Trustee for Region 21 on April 20, 2018, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Craig A. Pugatch and Rice Pugatch Robinson Storfer & Cohen, PLLC as its counsel; and KapilaMukamal, LLP as its forensic accountant and financial advisor. TITAN ENERGY: Agrees to Sell Oil & Gas Properties for $57.5M ------------------------------------------------------------ ARP Production Company, LLC and ARP Mountaineer Production, LLC, two wholly-owned subsidiaries of Titan Energy, LLC, have agreed to sell their coal-bed methane oil and gas properties in the Black Warrior Basin and in Virginia and West Virginia to Summit Natural Resources, LLC for $57.5 million, subject to customary closing adjustments. The transaction is expected to close prior to the end of the third quarter. The proceeds from the sale will be used to repay a portion of the outstanding borrowings under the Company's first lien credit facility. About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC -- http://www.titanenergyllc.com/-- is an independent developer and producer of natural gas, crude oil and NGLs, with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invest, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.4 million. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities, and a $61,000 total members' deficit. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. TITAN ENERGY: CFO and COO Will Receive Retention Bonuses -------------------------------------------------------- Titan Energy, LLC has entered into separate retention agreements with Jeffrey M. Slotterback, its chief financial officer, and Christopher Walker, its chief operating officer, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. The Retention Agreements provide for cash retention payments to Mr. Slotterback and Mr. Walker in the amount of $350,000 and $300,000, respectively. The Retention Bonus is payable in two installments: one-half following entry into the Retention Agreements and one-half on or shortly after Jan. 31, 2019, provided that the respective Executive is actively performing services on behalf of the Company and is employed by Atlas Energy Group, LLC on the Retention Date. If the Executive resigns or is terminated for cause prior to the Retention Date, he must repay any portion of the Retention Bonus received and will not be eligible for the second installment payment of the Retention Bonus. If the Executive is terminated by the Company without cause, however, he will not be required to repay any portion of the Retention Bonus received and will be entitled to a pro-rata portion of the unpaid amount of the Retention Bonus. About Titan Energy Pittsburgh, Pennsylvania-based Titan Energy, LLC -- http://www.titanenergyllc.com/-- is an independent developer and producer of natural gas, crude oil and NGLs, with operations in basins across the United States with a focus on the horizontal development of resource potential from the Eagle Ford Shale in South Texas. The Company is a sponsor and manager of Drilling Partnerships in which the Company co-invest, to finance a portion of its natural gas, crude oil and natural gas liquids production activities. For the period from Sept. 1 through Dec. 31, 2016, Titan Energy reported a net loss of $33.31 million. For the period from Jan. 1, 2016, through Aug. 31, 2016, the Company reported a net loss of $177.4 million. As of Sept. 30, 2017, Titan Energy had $605.4 million in total assets, $605.5 million in total liabilities, and a $61,000 total members' deficit. Grant Thornton LLP, in Cleveland, Ohio, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company does not have sufficient liquidity to repay all of its current debt obligations. The Company's business plan for 2017 contemplates asset sales, obtaining additional working capital, and the refinancing or restructuring of its credit agreements to long-term arrangements, or other modifications to its capital structure. The Company's ability to achieve the foregoing elements of its business plan, which may be necessary to permit the realization of assets and satisfaction of liabilities in the ordinary course of business, is uncertain and raises substantial doubt about its ability to continue as a going concern. TOISA LIMITED: H. Clarkson Providing Add'l Brokerage Services ------------------------------------------------------------- Toisa Limited obtained an order from the U.S. Bankruptcy Court for the Southern District of New York authorizing H. Clarkson & Company Limited to provide additional brokerage services. The firm will provide these additional services with respect to the Debtor's offshore support vessels: (a) identify potential purchasers of the offshore vessels; (b) assist potential purchasers regarding inspections of the offshore vessels and their records; (c) assist in negotiating the terms and conditions of each contract; (d) assist with the provision of documentation for delivery of the offshore vessels and with regard to the closing of the sale of the vessels; (e) provide expert testimony, both oral and via declaration, as requested by the Debtor regarding the sale of the offshore vessels as well as prepare expert reports; and (f) create a virtual data room with information for each offshore vessel that is typically requested in shipping sale and purchase transactions. H. Clarkson will provide the services on an exclusive basis until Dec. 15, 2018. The Debtor has agreed to pay the firm a fee upon the closing of the sale of each offshore vessel equal to 1% of the cash purchase price payable by the buyer, according to court filings. About Toisa Limited Toisa Limited owns and operates offshore support vessels for the oil and gas industry. Toisa Limited and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29, 2017. In the petitions signed by Richard W. Baldwin, deputy chairman, Toisa Limited estimated $1 billion to $10 billion in both assets and liabilities. Judge Shelley C. Chapman is the case judge. Togut, Segal & Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors hired Kurtzman Carson Consultants LLC as administrative agent, and claims and noticing agent; and Scura Paley Securities LLC, as financial advisor. The U.S. Trustee for Region 2 formed an official committee of unsecured creditors on May 18, 2017. The Creditor's Committee retained Sheppard Mullin Richter & Hampton LLP, as counsel; and Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts counsel. TOYS R US: PropCo I Debtors Tap A&M as Restructuring Advisor ------------------------------------------------------------ Toys R Us Property Company I, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Alvarez & Marsal North America, LLC as its restructuring advisor. The firm will assist the company and its affiliates (PropCo I Debtors) in implementing their business plans; prepare information to assist their management in evaluating restructuring options; assisting in negotiations with vendors and lenders; assist in the preparation of a plan of reorganization; and provide other services related to their Chapter 11 cases. The firm will charge these hourly rates: Restructuring Advisory Managing Director $800 - $975 Director $625 - $775 Analysts/Associate $375 - $600 Claims Management Services Managing Director $725 - $825 Director $550 - $650 Analysts/Associate $350 - $475 Jonathan Goulding, managing director of Alvarez & Marsal, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan Goulding Alvarez & Marsal North America, LLC 2029 Century Park East, Suite 2060 Los Angeles, CA 90067 Tel: +1 310 975 2600 Fax: +1 310 975 2601 Email: jgoulding%40alvarezandmarsal.com 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 U.S. 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. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its 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. 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. TOYS R US: Propco I Debtors Tap Kirkland as Legal Counsel --------------------------------------------------------- Toys R Us Property Company I, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as its legal counsel. Kirkland will advise the company and its affiliated debtors (Propco I Debtors) on their duties under the Bankruptcy Code; negotiate with creditors; give advice on any potential asset sale and post-petition financing; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates range from $965 to $1,795 for partners, $575 to $1,795 for of counsel, $575 to $1,065 for associates, and $220 to $440 for paraprofessionals. Kirkland holds an advance payment retainer in the sum of $379,947.98. Chad Husnick, Esq., president of Chad J. Husnick, P.C., a partner of Kirkland, disclosed in a court filing that Kirkland is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Husnick disclosed that the firm has not agreed to any variations from, or alternatives to, its standard billing arrangements; and that no Kirkland professional has varied his rate based on the geographic location of the Propco I Debtors' cases. Mr. Husnick also disclosed that the firm represented the Propco I Debtors during the 12-month period before their bankruptcy filing using these hourly rates: Hourly Rates (03/01/17 – 12/29/17 -------------------- Partners $930 - $1,745 Of Counsel $555 - $1,745 Associates $555 - $1,015 Paraprofessionals $215 - $420 Hourly Rates (12/29/17 – 03/20/18 -------------------- Partners $965 - $1,795 Of Counsel $575 - $1,795 Associates $575 - $1,065 Paraprofessionals $220 - $440 The Propco I Debtors have already approved the firm's budget and staffing plan for the period March 20 to July 31, 2018, according to Mr. Husnick. Kirkland can be reached through: Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. Kirkland & Ellis LLP Kirkland & Ellis International LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: edward.sassower@kirkland.com Email: joshua.sussberg@kirkland.com - and - James H.M. Sprayregen, P.C. Anup Sathy, P.C. Chad J. Husnick, P.C. Emily E. Geier, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com Email: anup.sathy@kirkland.com Email: chad.husnick@kirkland.com Email: emily.geier@kirkland.com 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 U.S. 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. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its 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. 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. TOYS R US: PropCo I Debtors Tap Kutak Rock as Co-Counsel -------------------------------------------------------- Toys R Us Property Company I, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Kutak Rock LLP. The firm will serve as co-counsel with Kirkland & Ellis LLP and Kirkland & Ellis International LLP, the firms tapped by the company and its affiliates (Propco I Debtors) to be their lead counsel in their Chapter 11 cases. The firm will charge these hourly rates: Michael Condyles Partner $545 Peter Barrett Partner $495 Jeremy Williams Partner $395 Lynda Wood Paralegal $185 Amanda Nugent Paralegal $155 Michael Condyles, Esq., a partner at Kutak Rock, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Condyles disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Kutak Rock professional has varied or will vary his rate based on the geographic location of the Propco I Debtors' bankruptcy cases. The Propco I Debtors will approve a staffing plan and budget for Kutak Rock that covers the period March 20 to July 31, 2018, according to Mr. Condyles. The firm can be reached through: Michael A. Condyles, Esq. Peter J. Barrett, Esq. Jeremy S. Williams, Esq. Kutak Rock LLP 901 East Byrd Street, Suite 1000 Richmond, VA 23219-4071 Telephone: (804) 644-1700 Facsimile: (804) 783-6192 E-mail: Michael.Condyles@KutakRock.com E-mail: Peter.Barrett@KutakRock.com E-mail: Jeremy.Williams@KutakRock.com 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 U.S. 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. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its 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. 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. TOYS R US: Propco I Debtors Tap Prime Clerk as Admin. Advisor ------------------------------------------------------------- Toys R Us Property Company I, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Prime Clerk LLC as administrative advisor. The firm will provide bankruptcy administration services, which include the solicitation, balloting and tabulation of votes; the preparation of reports in support of a Chapter 11 plan; and managing and coordinating any distributions pursuant to the plan. The firm's hourly rates are: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $170 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $220 Benjamin Steele, vice-president of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5490 Email: bsteele@primeclerk.com 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 U.S. 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. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its 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. 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. TRANS WORLD: Taps Nelson M. Jones as Legal Counsel -------------------------------------------------- Trans World Services, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire the Law Office of Nelson M. Jones III as its legal counsel. The firm will assist the Debtor in the preparation and implementation of a plan of reorganization; help resolve contested claims; and provide other legal services related to its Chapter 11 case. Nelson Jones III, Esq., the attorney who will be handling the case, charges an hourly fee of $400. His associate charges $250 per hour while bankruptcy paralegals charge between $75 and $150 per hour. The Debtor paid the firm a retainer in the sum of $7,500. Mr. Jones disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Nelson M. Jones III, Esq. Law Office of Nelson M. Jones III 440 Louisiana Street, Suite 1575 Houston, TX 77002 Phone: (713) 236-8736 Fax: (713) 236-8990 E-mail: njoneslawfirm@aol.com About Trans World Services Trans World Services, Inc., is a privately-owned auto parts distributor in Houston, Texas. It offers automobile parts and services to automotive manufacturers serving customers worldwide. Trans World Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22, 2018. In the petition signed by Mohammad H. Semana, president, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Eduardo V. Rodriguez presides over the case. UNITED DISTRIBUTION: S&P Alters Outlook to Dev. on SunSource Deal ----------------------------------------------------------------- S&P Global Ratings said that it has revised the CreditWatch implications on its 'CC' corporate credit rating on Bristol, Tenn.-based The United Distribution Group Inc. (UDG) to developing from negative. S&P said, "We also placed the 'CCC-' and 'C' issue-level ratings on the company's senior secured debt on CreditWatch with developing implications. We plan to resolve the CreditWatch when the transaction closes, which we expect will occur in August 2018." The CreditWatch placement follows UDG's announcement that it has reached a definitive agreement to be acquired by Illinois-based fluid power and motion control distributor, SunSource Holdings Inc. (CD&R Hydra Buyer Inc.; 'B/Stable') for an undisclosed amount. S&P believes that UDG's credit quality could improve because we believe it will refinance its existing capital structure when the transaction closes. S&P said, "If the acquisition closes and UDG's debt is repaid, this would resolve the impending liquidity crisis UDG faces and effectively eliminate our concern that the company could potentially undergo a distressed exchange from its $236 million (outstanding) first-lien term loan due in October 2018. Furthermore, the rest of the company's capital structure is due in April 2019, when its $180 million (outstanding) second-lien term loan matures. However, if the transaction does not close, we would continue to view the company's capital structure as highly vulnerable to nonpayment given its two upcoming maturities. We would anticipate a liquidity crisis and expect default to be a virtual certainty absent some form of refinancing, restructuring, or distressed exchange of its upcoming maturities." CD&R Hydra Buyer, Inc. operates in the highly cyclical, fragmented, and competitive niche North American power distribution market. The company distributes, repairs, and assembles fluid power and motion control products, including hydraulics, pneumatics, motion control and automation systems, filtration, and flow control (around 50% of sales). S&P said, "We intend to resolve the CreditWatch placement when the transaction closes and the financing arrangements are clear. We could raise UDG's corporate credit rating when the company becomes a subsidiary of a higher-rated entity. However, if the transaction does not close, UDG would face a liquidity crisis from its upcoming debt maturities and--absent some form of refinancing plan--we would expect default to be a virtual certainty." USS ULTIMATE: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on USS Ultimate Holdings, Inc. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on the company's pro forma $747 million first-lien term loan, which includes the proposed incremental $125 million first-lien term loan, to 'B' from 'B+'. We revised the recovery rating on this debt to '3' from '2'. The '3' recovery rating indicates our expectations for meaningful 50%-70%; (rounded estimate: 60%) recovery in a default. "Our affirmation reflects USS' strong operating performance and continued growth in the company's overall scale and share of the portable sanitation market. These factors are offset by the company's significant exposure to highly cyclical end markets, its niche addressable market and service offerings, and its elevated debt levels. "The stable outlook on USS reflects our expectation that the company will continue to experience moderate organic sales growth, operating margin expansion, and free cash flow growth driven by positive residential and nonresidential construction end-market activity, acquisition contributions, and traction in the company's various process-improvement and cost-savings initiatives. The company's leading positions in its niche markets, moderate geographic diversity, and strong free cash flow generation help to offset its small addressable market, narrow product scope, and earnings volatility. We expect that USS will continue its aggressive acquisition growth strategy, but not to the extent that it would materially weaken its credit metrics on a sustained basis. We expect the company to reduce debt to below 7x over the next 12 months, which is consistent with the current rating. "We could lower our ratings on USS if a decline in the company's key end markets causes a prolonged falloff in its sales volume and operating margins. We could also downgrade the company if it pursues debt-funded acquisitions or potential shareholder rewards that weaken credit metrics on a sustained basis. Under such scenarios, we would expect the company's adjusted debt to EBITDA metric to exceed 7x without any prospect for improvement over the following 12 months. This could occur if our sales growth and operating margin expectations are both lower by approximately 200 basis points (bps). In addition, we could lower ratings if the company's liquidity position weakens to the point that we would reassess liquidity as less than adequate or if the company triggers the ABL facility's proposed fixed-charge covenant. "Although we consider an upgrade unlikely over the next 12 months, we could raise the ratings if a significant improvement in operating performance results in the company's adjusted debt to EBITDA falling below 4.5x on a sustained basis. This could occur if the company's sales growth and EBITDA margins are approximately 600 bps and 1,000 bps higher, respectively, than we incorporated into our base-case scenario. At the same time, we would require assurances that management and the company's financial sponsor would commit to financial policies that will allow credit metrics to remain at that level." VARSITY BRANDS: Moody's Cuts CFR to B3 & 1st Lien Term Loan to B2 ----------------------------------------------------------------- Moody's Investors Service downgraded its ratings for Varsity Brands Holding Co., Inc., including the company's Corporate Family Rating and Probability of Default Rating, to B3 from B2 and to B3-PD from B2-PD, respectively. The downgrades are largely the result of the company's planned upsizing of its existing debt outstandings, and the associated increase in financial risk in connection with a pending LBO by Bain Capital. As a result of this rating action, the company's $1.4 billion principal first lien term loan due 2024 (upsized from $1.125 billion) has been downgraded one notch, to B2 from B1. The ratings outlook remains stable. Bain Capital is in the process of acquiring a majority stake in Varsity Brands in a sponsor-to-sponsor transaction from Charlesbank Capital Partners, which is expected to maintain a minority stake in the company. Proceeds from the planned $275 million incremental first lien term loan and $120 million incremental second lien term loan, together with $1,620 million of rolled debt from the company's existing portable capital structure, $879 million of sponsor equity (including both new and rolled equity) and roughly $5 million of balance sheet cash, will be used to fund the acquisition of the company and estimated fees and expenses. "Varsity Brands' fundamental ratings downgrade largely stems from its meaningfully elevated financial risk profile, with leverage measured by Moody's-adjusted debt-to-EBITDA rising from about 6.5 times to approximately 7.8 times pro forma for the planned buyout, and notwithstanding potential synergies," said Moody's Vice President Brian Silver. "Although the company's business profile suggests the ability to quickly deleverage through a combination of earnings growth and debt repayment using associated cash flows, Moody's believes that the employment of relatively aggressive financial policies -- particularly under new ownership, with a higher valuation and entry point -- will continue, with debt-funded tuck-in acquisitions and/or shareholder distributions likely to delay actual deleveraging and in turn constrain ratings," added Silver. The following ratings have been downgraded for Varsity Brands Holding Co., Inc. (with Hercules Achievement, Inc., as a joint and several co-borrower on the term loan): Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD $1.4 billion principal (upsized by $275 million) senior secured first lien term loan due 2024, to B2 (LGD3) from B1 (LGD3) Outlook Action: The ratings outlook remains stable RATINGS RATIONALE Varsity Brands Holding Co., Inc.'s B3 Corporate Family Rating (CFR) broadly reflects the company's high financial leverage and relatively aggressive financial policies associated with its private equity ownership. Sales are expected to grow in the low single-digit percent range on an organic basis over the next year, with operating margins remaining moderate in the mid-to-high single-digits, subject to a high degree of seasonality that is evident on a quarterly basis. Topline growth will largely be driven by the BSN and Varsity Spirit segments, and partially offset by relatively flat sales in the Herff Jones segment which continues to face challenges but maintains healthy margins. Debt-funded acquisitions will likely continue to supplement growth over time. Moody's expects the company's balance sheet will deleverage somewhat, from roughly 7.8 times on an adjusted debt-to-EBITDA basis for the twelve months ended March 2018 and pro forma for the planned debt upsizing, to approach the 7 times range over the next 12-18 months, primarily as earnings grow and, to a lesser extent, as some debt is repaid (all financials are Moody's adjusted unless otherwise stated). But the risk of a releveraging event will remain prominent, and may subsequently continue to constrain ratings. Varsity benefits from its solid position within its niche markets, and the operational diversification provided by its three business segments, for which the diversified nature of the product portfolio helps to limit volatility in financial performance. The company also has a track record of deleveraging and is expected to maintain a good liquidity profile, the latter supported by access to a $150 million asset based revolving credit facility (unrated) and positive free cash flow generation (albeit the bulk of which comes in the fourth quarter). The stable rating outlook reflects Moody's expectation that sales will grow in the mid-single-digit percent range, with organic gains supplemented by acquisitions, and which together with planned cost saving initiatives will result in higher EBITDA growth and positive free cash flow generation. The outlook also incorporates Moody's expectation that Varsity will maintain a good liquidity profile and a disciplined approach to acquisitions, with financial risk tolerance not meaningfully appreciated from current levels. The ratings could be upgraded if Moody's-adjusted debt-to-EBITDA improves and is expected to be sustained below 7 times. Also, the company would be expected to maintain at least a good liquidity profile and a disciplined approach to acquisitions and broader financial policies. Alternatively, the ratings could be downgraded if Moody's-adjusted debt-to-EBITDA is sustained above 8 times, or if free cash flow generation and/or liquidity materially weaken. Also, increasingly aggressive financial policies, such as a large shareholder dividend, could also prompt consideration for a prospective ratings downgrade. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Headquartered in Farmers Branch, Texas, Varsity Brands Holding Co., Inc. ("Varsity"), through its affiliates, is a provider of sports, cheerleading and achievement related products to schools, colleges and youth organizations in the US. The company operates through its three complementary businesses: BSN Sports, providing sports apparel and equipment to schools and consumers; Herff Jones, supplying graduation-related items and recognition rewards through its Yearbook and Achievement divisions; and Varsity Spirit, offering cheerleading uniforms and apparel and hosting cheerleading camps and competitions. The company is in the process of being acquired in an LBO transaction by Bain Capital for a total implied enterprise value of approximately $2.9 billion, with prior PE owners Charlesbank Capital Partners and some co-investors expected to retain a minority stake in the entity. The company generated approximately $1.7 billion of revenue over the twelve months ended March 31, 2018. VERITAS SOFTWARE: Bank Debt Trades at 9% Off -------------------------------------------- Participations in a syndicated loan under which Veritas Software is a borrower traded in the secondary market at 90.75 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.05 percentage points from the previous week. Veritas Software pays 450 basis points above LIBOR to borrow under the $1.933 billion facility. The bank loan matures on January 27, 2023. Moody's rates the loan 'B2' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. VISTULA DEVELOPMENT: Wants to Use MB Cash Collateral Until Aug. 25 ------------------------------------------------------------------ Affiliated debtors Vistula Development, Incorporated and Kozyra Holdings, LLC - 955 Lively, LLC, seek authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use the cash that constitutes the collateral of MB, as successor to American Chartered Bank from July 1, 2018, through the week of Aug. 25, 2018. In order to operate their businesses, manage their financial affairs, and effectuate an effective reorganization, the Affiliated Debtors assert that it is essential that they be authorized to use Cash Collateral for, among other things, the following purposes: A. Payment of wages or compensation to service providers; B. Insurance; C. Utilities; D. Maintenance of the Properties; E. Payment of professional fees approved by the Court, on an interim or final basis, as an administrative expense; and F. Other miscellaneous items needed in the ordinary course of business and to administer these bankruptcy cases. 955 Lively owns the real property commonly known as 955 Lively Boulevard, Wood Dale, Illinois 60191, from which Markpol operates its food distribution business. Vistula owns the real property commonly known as 9815 Leland Avenue, Schiller Park, IL 60176. Prior to Petition Date, 955 Lively executed a promissory note in the original principal amount of $1,225,000 in favor of American Chartered Bank, which was subsequently amended increasing the principal loan amount to $1,564,999 (First Note). In relation with the First Note, 955 Lively executed and delivered a Mortgage and Assignment of Rents wherein 955 Lively granted American Chartered Bank a mortgage lien against the Lively Property to secure the indebtedness under the First Note. In addition, 955 Lively executed a promissory note in the original principal amount of $980,000 in favor of American Chartered Bank, which was subsequently amended by increasing the principal loan amount to $1,315,746 (Second Note). To secure the indebtedness under the Second Note, 955 Lively executed and delivered a Mortgage and Assignment of Rents. Vistula entered into a term loan transaction with American Chartered Bank in which Vistula executed a promissory note in the original principal amount of $932,000 in favor of MB. To secure the Vistula Note, Vistula executed a Mortgage wherein Vistula granted American Chartered Bank a mortgage lien against the Schiller Park Property. Likewise, Vistula executed and delivered a Mortgage and Assignment of Rents to American Chartered Bank for the Schiller Park Property as further security for a $900,000 loan by ACB to Markpol. Vistula also executed and delivered to MB a Modification of Mortgage on the Schiller Park Property to secure various promissory note obligations of Markpol and 955 Lively. 955 Lively executed and delivered to MB a certain Mortgage and Assignment of Rents on the Lively Property to secure obligations of itself and Markpol. The Affiliated Debtors propose to use Cash Collateral upon the following terms and conditions: A. The Affiliated Debtors will permit MB to inspect, upon reasonable notice, within reasonable hours, the Affiliated Debtors' books and records; B. The Affiliated Debtors will maintain and pay premiums for insurance to cover all of their assets from fire, theft, and water damage; C. The Affiliated Debtors will, upon reasonable request, make available to MB evidence of that which purportedly constitutes its collateral or proceeds; D. The Affiliated Debtors will properly maintain the collateral and properly manage the collateral; and E. The Affiliated Debtors will grant a replacement lien to MB to the extent of its prepetition liens, and attaching to the same assets of the Affiliated Debtors in which MB asserted prepetition liens. A full-text copy of the Debtor's Motion is available at http://bankrupt.com/misc/ilnb18-06105-86.pdf About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Illinois. Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. In the petition signed by CEO Mark Kozyra, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. On May 30, 2018, Affiliated Debtors Vistula Development, Incorporated, and Kozyra Holdings, LLC - 955 Lively, LLC also filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Court entered an order authorizing the joint administration of the Debtors’ bankruptcy cases on June 13, 2018. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's counsel. Rally Capital Services, LLC, is the financial advisor. Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, on March 15, 2018, appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Goldstein & McClintock LLLP as counsel. WACHUSETT VENTURES: Has Until July 25 to Exclusively File Plan -------------------------------------------------------------- The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts has granted, in part, Wachusett Ventures, LLC's request to extend the exclusivity period for the filing of a Chapter 11 plan and disclosure statement until July 25, 2018, in view of the assent of the Official Committee of Unsecured Creditors and CCP Finance II and the de minimis length of this bridge order. The Court found that further request to extend the period until an order is entered on the contemplated extension motion is denied as unnecessary. If an extension motion is timely filed and not granted at the likely hearing on July 25, the Court can then enter a provisional extension until a final order is settled and entered. A copy of the court order is available at: http://bankrupt.com/misc/mab18-11053-526.pdf About Wachusett Ventures Founded in 2013, Wachusett Ventures, LLC operates five skilled nursing facilities in Connecticut and Massachusetts and employ approximately 600 people. For the fiscal year 2017, their gross revenue was approximately $54 million. Wachusett Ventures and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 18-11053) on March 26, 2018. In the petitions signed by Steven Vera, chief operating officer, Wachusett Ventures estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Frank J. Bailey presides over the case. The Debtors hired Nixon Peabody LLP as legal counsel; CBIZ Accounting, Tax & Advisory of New York, LLC as financial advisor; Marcum LLP as accountant; and Donlin, Recano & Company, Inc., as claims and noticing agent. The U.S. Trustee for Region 1 on April 6 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Wachusett Ventures, LLC, and its affiliates. WCR DEVELOPMENT: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: WCR Development Company LLC 2392 Morse Avenue Irvine, CA 92614 Business Description: WCR Development Company LLC is a privately held company headquartered in Irvine, California. Chapter 11 Petition Date: July 20, 2018 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 18-12667 Judge: Hon. Mark S. Wallace Debtor's Counsel: Robert P. Goe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman, Ste 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 E-mail: kmurphy@goeforlaw.com rgoe@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petition was signed by Bruce Elieff, managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb18-12667.pdf List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gulfstream Finance, Inc. 4507 Perham $143,300,000 2751 West Coast Hwy, Suite 230 Newport Beach, Newport Beach, CA 92663 CA 92625 Todd Kurtin 4507 Perham $35,000,000 c/o Gary A. Waldron, Esq. Newport Beach, Weintraub Tobin et al. CA 92625 23 Corporate Plaza, Drive, #200 Newport Beach, CA 92660 WEST POINT MARKET: Agreed Final Cash Collateral Order Entered ------------------------------------------------------------- The Hon. Alan M. Koschik of the U.S. Bankruptcy Court of the Northern District of Ohio, at the behest of West Point Market of Akron, LLC, has entered an agreed final order approving use of cash collateral. The Debtor will have the authority to use, sell or lease cash collateral in the ordinary course of business, which use includes, but is not limited to, the uses set forth on the Budget attached to the Motion. On Deck Capital, Inc. consents to the Debtor's use of cash collateral without the provision of adequate protection. A copy of the Agreed Final Order is available at http://bankrupt.com/misc/ohnb18-51253-50.pdf About West Point Market West Point Market of Akron, LLC, is a specialty family-owned supermarket in Akron, Ohio. West Point Market was founded in 1936 and is owned by Richard Vernon. West Point Market of Akron sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-10659) on May 24, 2018. In the petition signed by its member, Richard Vernon, the Debtor estimated assets and liabilities of less than $10 million. The Hon. Alan M. Koschik presides over the case. Julie K. Zurn, Esq., of Zurn Law, LLC, is the Debtor's counsel. WINDSOR HOLDINGS: Taps Corcovelos Law Group as Legal Counsel ------------------------------------------------------------ Windsor Holdings, LLC, received approval from the U.S. Bankruptcy Court for the Central District of California to hire Corcovelos Law Group as its legal counsel. The firm will advise the Debtor on the requirements of the Bankruptcy Code; assist in the preparation of a plan of reorganization; prosecute and defend actions commenced by or against the Debtor; and provide other legal services related to its Chapter 11 case. Thomas Corcovelos, Esq., and Craig Forry, Esq., the attorneys expected to handle the case, will charge $450 per hour and $300 per hour, respectively. The hourly rate for paralegals is $200 per hour. Mr. Corcovelos disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Corcovelos Law Group can be reached through: Thomas Corcovelos, Esq. Corcovelos Law Group 1001 Sixth Street, Suite 150 Manhattan Beach, CA 90266-6750 Telephone: (310) 374-0116 Telecopier: (310) 318-3832 E-mail: corforlaw@corforlaw.com About Windsor Holdings Windsor Holdings LLC is a real estate holding company formed to renovate hotel properties into mixed use facilities. It owns in fee simple the New Grand Hotel located at 401 Broad Street Wichita Falls, Texas, valued by the company at $7.75 million. Windsor Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-13630) on April 30, 2018. In the petition signed by Larry Williams, manager, the Debtor disclosed $9.25 million in assets and $4.32 million in liabilities. WINDSTREAM CORPORATION: Bank Debt Trades at 5% Off -------------------------------------------------- Participations in a syndicated loan under which Windstream Corporation is a borrower traded in the secondary market at 94.58 cents-on-the-dollar during the week ended Friday, June 29, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.82 percentage points from the previous week. Windstream Corporation pays 425 basis points above LIBOR to borrow under the $747 million facility. The bank loan matures on March 29, 2021. Moody's rates the loan 'Caa1' and Standard & Poor's gave a 'B+' rating to the loan. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, June 29. WIRECO WORLDGROUP: Moody's Hikes CFR & 1st Lien Term Loan to B3 --------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of WireCo WorldGroup Inc., a global manufacturer and seller of wire and synthetic ropes, cables, and other related products, to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. In addition, the senior secured 1st lien term loan rating was upgraded to B3 from Caa1 and the senior secured 2nd lien term loan rating was upgraded to Caa2 from Caa3. The rating outlook is stable. The following rating actions were taken: Upgrades: Issuer: WireCo WorldGroup Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Senior Secured 1st Lien Bank Credit Facility, Upgraded to B3 (LGD3) from Caa1 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2 (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: WireCo WorldGroup Inc. Outlook, Remains Stable RATINGS RATIONALE The rating upgrades reflect improved operating performance which has led to higher adjusted EBITA margin and adjusted EBITA to interest expense, along with lower adjusted debt-to-EBITDA. Since year-end 2016, adjusted EBITA has grown to 8.6% for the 12 months ended March 31, 2018 from -1.9%, adjusted EBITA to interest expense has increased to 1.1x from -0.2x, and adjusted debt-to-EBITDA has declined to 6.0x from 14.0x. Revenue gains year-to-date are outpacing 2017 in the company's Onshore Oil & Gas, Mining, Crane, and Industrial end markets. Raw materials and the global trade environment are headwinds in 2018. Increasing costs from freight, energy and labor could also constrain operating performance in 2018; however price increases, supported by lack of market production capacity, and internal operating efficiencies should offset inflationary pressures by 2019 when Moody's expects to see improvement in key credit metrics from current levels. WireCo's credit profile benefits from the company's solid market position as a provider of high-tension steel and synthetic ropes and wire. WireCo's global footprint as well as its end market, geographical and customer diversification are credit strengths. WireCo derives approximately 70% of its revenue from outside of the United States, providing geographic diversity and less reliance on any single economy. However, WireCo is exposed to FX changes and cyclical end markets. WireCo's liquidity is adequate, supported by its $100 million asset based revolving credit facility due 2021 and $17.5 million of cash as of March 31, 2018. Moody's expects that the company will generate minimal, if any, free cash flow over the next 12 to 18 months, especially when accounting for required term loan debt amortization and 50% cash flow sweep. ABL availability should be sufficient to meet any potential shortfall in operating cash flow to cover its working capital and capital expenditure needs. The company has no debt maturities until 2021 when the ABL revolver expires. The stable outlook assumes credit metrics will improve modestly through 2019 due to rebounding end market demand and price increases offset by higher input costs. Moody's indicated the ratings could be upgraded if: - Adjusted EBITA margin increases closer to 12% - Adjusted EBITA-to-interest expense is consistently above 2.0x - Adjusted debt-to-EBITDA is sustained below 5.0x - Improved liquidity - Industrial and oil and gas end market conditions are favorable The ratings could be downgraded if: - Adjusted EBITA margin falls below 8% - Adjusted EBITA-to-interest expense decreases below 1.0x - Adjusted debt-to-EBITDA is sustained above 6.5x - Liquidity deteriorates The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. WireCo WorldGroup, Inc., headquartered in Prairie Village, Kansas, is a global manufacturer and seller of wire ropes, high-tech synthetic ropes, electromechanical cable, and other related products. The company sells into diverse industries including infrastructure, industrial, oil and gas, mining, and marine and fishing. Revenue for the 12 months ending March 31, 2018 totaled approximately $675 million. WireCo is owned by affiliates of Onex Corporation and Paine Schwartz Partners LLC. WP CPP: Moody's Alters Outlook to Stable & Affirms B3 CFR --------------------------------------------------------- Moody's Investors Service affirmed ratings for WP CPP Holdings, LLC including the B3 Corporate Family Rating and the B3-PD Probability of Default Rating. Moody's also affirmed the B2 rating on the company's senior secured first lien revolver and senior secured first lien term loan, as well as the Caa2 rating on the company's senior secured second lien term loan. CPP recently announced that it intends to acquire Selmet Inc. The transaction will be funded by a $273 million first lien term loan add-on, a $166 million second lien term loan add-on, along with a meaningful cash equity contribution. The rating outlook has been changed to stable from positive. RATINGS RATIONALE The stable outlook weighs the high financial leverage and incremental execution risk arising from the proposed acquisition of Selmet against Moody's expectations that recent improvements in CPP's underlying operating performance will be sustained over the coming quarters allowing for a gradual improvement in credit metrics over the balance of 2018 and into 2019. The B3 Corporate Family Rating balances CPP's modest scale, mixed operating history, and levered balance sheet against the company's incumbency position on multiple products that have significant barriers to entry. CPP's expanding set of capabilities and technologies have translated into meaningful content wins on a number of growth platforms in commercial aerospace and industrial gas turbine markets. The pending acquisition of Selmet, a manufacturer of titanium casting and machined components with content on key growth platforms such as the CFM International LEAP engine and the P&W geared turbofan engine (GTF), will broaden CPP's product offering and should better position the company for business wins with its OEM customers going forward. That said, leverage remains highly elevated (pro forma Moody's adjusted Debt-to-EBITDA of around 7.5x), earnings remain noisy, and near-term cash generation is expected to remain relatively weak. Furthermore, CPP faces considerable execution challenges as it continues to qualify and develop new products while ramping up production on key aerospace platforms. CPP's ability to execute on new business wins (much of which are technically challenging rotating engine parts) such that it is able to deliver quality products that meet its customers demanding production schedules will be key rating considerations over the next 12 to 24 months. Moody's expects CPP to maintain an adequate liquidity profile over the next 12 months. Cash balances are anticipated to remain modest, as is free cash flow generation, which Moody's expects to be modestly positive during 2018, with FCF-to-Debt likely to be in the low single-digits. External liquidity is provided by a $125 million revolving credit facility that expires in April 2023. Moody's expects CPP to continue to be reliant (albeit to a lesser degree than before) on the facility in the face of elevated capex during 2018, some of which will relate to one-time growth investment. The revolver contains a springing senior secured net first lien leverage ratio of 7.75x that comes into effect if usage exceeds the greater of $45 million or 35% or aggregate commitments and Moody's anticipates adequate cushions relative to the covenant over the coming quarters. The term debt contains no financial covenants. The ratings could be upgraded if Moody's expects Debt-to-EBITDA to be sustained near or below 6.25x. CPP's ability to execute strongly and to meet customer expectations for product quality and timeliness will also be a consideration for any upward rating action. A stronger liquidity profile with expectations of improved cash flows, less reliance on revolver borrowings and comfortable compliance with financial covenants would also create upward rating pressure. A rating downgrade would likely occur if Moody's adjusted leverage were expected to remain above 7.5x. Execution issues on new business wins, weakness in profitability metrics or a weakening of CPP's liquidity profile would also result in downward rating pressure. The following summarizes the rating action: Issuer: WP CPP Holdings, LLC Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD $125 million senior secured first lien revolving credit facility due 2023, affirmed B2 (LGD3) $640 million (upsizing to $913 million) senior secured first lien term loan B due 2025, affirmed B2 (LGD3) $110 million (upsizing to $276 million) senior secured second lien term loan due 2026, affirmed Caa2 (LGD6) Outlook, changed to Stable from Positive WP CPP Holdings, LLC, d/b/a Consolidated Precision Products (CPP), is a castings manufacturer of engineered components and subassemblies for the commercial aerospace, military and defense and energy markets. Headquartered in Cleveland, Ohio, the company is majority owned by private equity firm Warburg Pincus. The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. WP CPP: S&P Affirms 'B' Corp. Credit Rating, Outlook Negative ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on WP CPP Holdings LLC and removed the rating from CreditWatch, where S&P placed it with negative implications on July 5, 2018. The outlook is negative. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's first-lien credit facility, which comprises a $125 million revolver due 2023 and an upsized $913 million first-lien term loan due 2025, and removed the rating from CreditWatch, where we placed it with negative implications on July 5, 2018. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in a default scenario. "Additionally, we affirmed our 'CCC+' issue-level rating on CPP's upsized $276 million second-lien term loan due 2026 and removed the rating from CreditWatch, where we placed it with negative implications on July 5, 2018. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in a default scenario. "The negative outlook reflects that while we believe CPP's debt-to-EBITDA will decline below our downgrade trigger of 7x in 2019 following its mostly debt-financed acquisition of Selmet, the pace and extent of this improvement is somewhat uncertain. Although the acquisition has not yet closed, we resolved the CreditWatch placement based on the additional information the company provided us regarding the terms and financing of the proposed transaction. CPP plans to finance the acquisition of Selmet with a $273 million add-on to its existing first-lien term loan, a $166 million add-on to its existing second-lien term loan, and an equity contribution from its sponsor. Despite the meaningful equity contribution, the additional debt will cause the company's pro forma debt-to-EBITDA to rise above 7.5x in 2018, which compares with our previous expectation of 6.2x-6.6x. We believe that the acquisition of Selmet will modestly improve CPP's business by increasing its scale and providing it with a new capability in titanium casting. However, we do not expect that this improvement will be sufficient to offset its increased debt burden. Although we expect the company's debt-to-EBITDA to decline in 2019 on higher earnings and some debt reduction, integration risk remains a concern. And, if CPP's debt reduction or earnings growth are lower than we expect--whether due to issues with new products or increasing production on high-demand programs--its credit metrics may not improve to the levels we anticipate. "The negative outlook on CPP reflects our expectation that the company's debt-to-EBITDA will remain above 7x in 2018 pro forma for the acquisition of Selmet. Although we expect CPP's debt-to-EBITDA to improve below 7x in 2019, we remain unsure about the pace and extent of the improvement, which could be negatively affected by unexpected integration issues, operational issues that impact its earnings or cash flow, or a lower-than-anticipated level of voluntary debt repayment. "We could lower our ratings on CPP 12 months after the transaction closes if its debt-to-EBITDA remains above 7.0x and we do not expect it to improve. This could occur if there are integration issues with Selmet, if the company's profitability deteriorates or does not improve despite production increases, or if it commits a lower-than-anticipated amount of cash to pay down its debt. This could also occur if declining demand in CPP's key markets reduces its earnings and cash flow or it undertakes a larger debt-financed acquisition. "We could revise our outlook on CPP to stable in the next 12 months if its debt-to-EBITDA improves below 7x on a sustained basis. This could occur if the company successfully integrates Selmet, profitably ramps up the production of its new products, pays down more debt than we expect, or its earnings and cash flow grow at a faster-than-anticipated pace due to increased demand." XG SECURITY: Unsecured Creditors to Recoup 14.5% Under Plan ----------------------------------------------------------- XG Security Services, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan and disclosure statement providing for the Debtor's continued operation under the existing management and proposing to make monthly plan payments of $3264.65 for a period of 15 years to Capital Stack, LLC, and unsecured creditors. The Debtor's unsecured claims, classified in Class 5, total $817,124. Class 5 claims will be paid a total amount of $117,893 in monthly payments in the minimum aggregate amount of $758.65, on a pro-rata basis, beginning in the first month of the plan and continuing until the 180th month of the plan. Class 5 claims will each receive 14.5% of the present value of Class 5 claims. Capital Stack has a secured claim in the amount of $259,891.18 and an undersecured claim in the amount of $56,981. Capital Stack will be paid $259,891.18, or in amount as may be allowed, in monthly payments of $2,505.80 over a period of 180 months beginning on the 1st of day of the month following the Effective Date. Capital Stack's claim is secured by a first priority blanket lien on receivables and assets, which includes receivables of $150,000, and inventory and office equipment of $60,276, and vehicles of the Debtor, which have a maximum total fair market value of $259,891.18. Class 1 Claim of Capital Stack is a first priority lien to the extent secured by property in the amount of $259,891.18. Capital Stack's claim will accrue interest at the rate the prime rate per annum from the Effective Date. The initial rate is 5%. The interests of Bernard Yoscovitz will be cancelled and new stock will be issued to upon the execution of the Equity Contribution Agreement and the investment by Bernard Yoscovitz of New Value. The Debtor proposes to issue 100 percent of the stock of Debtor to Bernard Yoscovitz, for consideration of New Value of $25,000, paid in on the Effective Date of the Plan, of which said consideration is substantial and necessary to fund the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mieb18-42748-51.pdf About XG Security Services XG Security Services, LLC, is a motor carrier located in Taylor, Michigan. XG Security Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-42748) on March 1, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Maria L. Oxholm presides over the case. ZEP INC: Moody's Alters Outlook to Neg. & Affirms B3 CFR -------------------------------------------------------- Moody's Investors Service changed its rating outlook for Zep Inc to negative from stable. At the same time, Moody's affirmed its ratings for Zep, including the company's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating, as well as the B2 ratings for its first lien senior secured credit facilities and the Caa2 rating for its second lien term loan. "The change in outlook to negative reflects the risk that the company will be unable to reverse recent operating declines due to difficulty and delays with its restructuring efforts and recent raw material price increases," said Joanna Zeng O'Brien, Moody's lead analyst for the company. Rating actions: Corporate Family Rating, affirmed B3 Probability of Default Rating, affirmed B3-PD $45 million senior secured revolving credit facility expiring 2022, affirmed B2 (LGD3) $550 million senior secured first lien term loan due 2024, affirmed B2 (LGD3) $175 million second lien term loan due 2025, affirmed Caa2 (LGD5) Outlook: Changed to Negative from Stable Ratings Rationale Zep's B3 CFR broadly reflects its high financial leverage, with Moody's-adjusted debt-to-EBITDA of 7.5x based on the trailing twelve-month period ended February 28, 2018. The rating is constrained by the continued revenue decline in the company's legacy business, exposure to volatile and currently rising raw material costs coupled with an inability to pass on cost increases to customers in a timely manner, and elevated execution risk. The rating also considers the event and financial policy risk due to the company's private equity ownership. However, the rating is supported by the company's good product and end market diversity, as well as long term relationships with top customers. The rating also benefits from a debt profile with no near term maturities. The negative outlook reflects Moody's expectation that Zep's FY 2018 operating performance will be much weaker than previously expected, and that leverage will remain high over the next 12-18 months. It also reflects Moody's expectation that free cash flow generation will continue to be weak over the next year. The ratings could be downgraded if revenue and earnings continue to decline. Deteriorating liquidity, with negative free cash flow, Debt-to-EBITDA sustained above 7.5x and/or EBITA-to-interest sustained below 1.0x could also warrant consideration for a prospective ratings downgrade. The ratings could be upgraded if revenue and earnings growth resume, with debt-to-EBITDA sustained below 6.5x and free cash flow as a percentage of debt maintained above 5%. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Zep Inc produces chemical based products including cleaners, degreasers, deodorizers, disinfectants, floor finishes and sanitizers, primarily for business and industrial use. LTM revenue as of February 28, 2018 was $653 million. Zep is owned by private equity firm New Mountain Capital, LLC. [^] BOND PRICING: For the Week from July 16 to 20, 2018 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Aegerion Pharmaceuticals Inc AEGR 2.000 68.750 8/15/2019 Alpha Appalachia Holdings LLC ANR 3.250 2.048 8/1/2015 American Tire Distributors Inc ATD 10.250 29.405 3/1/2022 American Tire Distributors Inc ATD 10.250 30.455 3/1/2022 Appvion Inc APPPAP 9.000 0.563 6/1/2020 Appvion Inc APPPAP 9.000 0.516 6/1/2020 Avaya Inc AVYA 7.000 78.710 4/1/2019 Avaya Inc AVYA 10.500 4.317 3/1/2021 Avaya Inc AVYA 9.000 78.341 4/1/2019 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 Bon-Ton Department Stores Inc/The BONT 8.000 17.250 6/15/2021 Cenveo Corp CVO 6.000 37.000 8/1/2019 Cenveo Corp CVO 8.500 1.500 9/15/2022 Cenveo Corp CVO 6.000 37.250 8/1/2019 Cenveo Corp CVO 6.000 1.184 5/15/2024 Cenveo Corp CVO 8.500 1.125 9/15/2022 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Chassix Inc CHASSX 9.250 90.125 8/1/2018 Chukchansi Economic Development Authority CHUKCH 9.750 67.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 67.000 5/30/2020 Claire's Stores Inc CLE 9.000 64.000 3/15/2019 Claire's Stores Inc CLE 7.750 8.155 6/1/2020 Claire's Stores Inc CLE 9.000 62.000 3/15/2019 Claire's Stores Inc CLE 9.000 63.366 3/15/2019 Claire's Stores Inc CLE 7.750 8.155 6/1/2020 DBP Holding Corp DBPHLD 7.750 48.500 10/15/2020 DBP Holding Corp DBPHLD 7.750 48.001 10/15/2020 EXCO Resources Inc XCOO 8.500 17.000 4/15/2022 Egalet Corp EGLT 5.500 35.194 4/1/2020 Emergent Capital Inc EMGC 8.500 73.699 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 37.375 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 37.360 12/1/2018 Federal Farm Credit Banks FFCB 1.125 99.402 7/23/2018 Federal Home Loan Banks FHLB 2.000 94.000 11/10/2026 Federal Home Loan Banks FHLB 1.250 99.408 7/24/2018 Federal Home Loan Banks FHLB 0.950 99.403 7/23/2018 Federal Home Loan Mortgage Corp FHLMC 1.000 99.397 7/25/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 61.250 10/15/2018 GenOn Energy Inc GENONE 9.500 62.090 10/15/2018 GenOn Energy Inc GENONE 9.500 62.090 10/15/2018 Gibson Brands Inc GIBSON 8.875 85.250 8/1/2018 Gibson Brands Inc GIBSON 8.875 84.131 8/1/2018 Gibson Brands Inc GIBSON 8.875 84.131 8/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 6.300 33.375 4/1/2020 Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 2.042 10/31/2017 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 18.250 7/1/2026 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.860 10/1/2020 Nine West Holdings Inc JNY 8.250 26.750 3/15/2019 Nine West Holdings Inc JNY 6.875 25.750 3/15/2019 Nine West Holdings Inc JNY 8.250 17.750 3/15/2019 OMX Timber Finance Investments II LLC OMX 5.540 5.004 1/29/2020 Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020 Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020 PaperWorks Industries Inc PAPWRK 9.500 54.125 8/15/2019 PaperWorks Industries Inc PAPWRK 9.500 54.125 8/15/2019 Pernix Therapeutics Holdings Inc PTX 4.250 43.262 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 43.262 4/1/2021 PetroQuest Energy Inc PQUE 10.000 46.500 2/15/2021 Powerwave Technologies Inc PWAV 2.750 0.133 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Renco Metals Inc RENCO 11.500 27.000 7/1/2003 Rex Energy Corp REXX 8.000 12.000 10/1/2020 Rex Energy Corp REXX 8.875 1.750 12/1/2020 Rex Energy Corp REXX 6.250 1.657 8/1/2022 Rex Energy Corp REXX 8.000 12.076 10/1/2020 Rolta LLC RLTAIN 10.750 9.250 5/16/2018 Sears Holdings Corp SHLD 8.000 46.572 12/15/2019 Sempra Texas Holdings Corp TXU 5.550 11.261 11/15/2014 Sempra Texas Holdings Corp TXU 6.500 12.000 11/15/2024 ServiceSource International Inc SREV 1.500 97.831 8/1/2018 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 59.479 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 64.750 7/1/2019 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 0.575 10/1/2020 Toys R Us - Delaware Inc TOY 8.750 5.620 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Westmoreland Coal Co WLBA 8.750 24.602 1/1/2022 Westmoreland Coal Co WLBA 8.750 24.602 1/1/2022 iHeartCommunications Inc IHRT 14.000 13.750 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.581 2/1/2021 iHeartCommunications Inc IHRT 14.000 13.581 2/1/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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