/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/181004.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, October 4, 2018, Vol. 22, No. 276 Headlines 167 WEST: Bankr. Court Junks Chapter 11 Case for Bad Faith Filing 9871 JAMAICA DRIVE: U.S. Trustee Unable to Appoint Committee AHA-MCLIN HOUSING: S&P Cuts Rating on 2016A Bonds to 'BB' ALGONQUIN POWER: Fitch Gives BB+ Rating on Jr. Sub. Notes Due 2078 ALLIED UNIVERSAL: Fitch Assigns 'B' LongTerm Issuer Default Rating AMEJ CORPORATION: May Continue Using Cash Collateral Until Nov. 30 ASA LODGING: Plan Outline Okayed, Plan Hearing on Dec. 19 ASCO LIQUIDATING: Oct. 30 Plan Confirmation Hearing BD WHITE BIRCH: S&P Ups Issuer Credit Rating to B+, Outlook Stable BERTONI GELATO: U.S. Trustee Unable to Appoint Committee BLACKFOOT CONSTRUCTION: Oct. 17 Plan Confirmation Hearing BOB BONDURANT SCHOOL: Voluntary Chapter 11 Case Summary BREVARD EYE: Plan Outline Okayed, Plan Hearing on Nov. 14 BRIDAN 770: Has Until Dec. 10 to Exclusively File Plan BUNKER HILL: In Default of its Lease Deal on Bunker Hill Mine CALIFORNIA RESOURCES: Hosts 2018 Analyst & Investor Day CANDLELIGHT FARMS: Voluntary Chapter 11 Case Summary CARDIOVASCULAR MEDICAL: Plan Confirmation Hearing Set for Oct. 23 CARTER FINANCIAL: Adds Alternatives, Liquidation Analysis to Plan CARTER FINANCIAL: Disclosure Statement Hearing Set for Oct. 25 CJA ENERGY: Exclusivity Period Extended Until Nov. 6 COLOR SPOT: No Payment to Unsecured Creditors in Proposed Plan COLUMBUS MCKINNON: S&P Raises ICR to 'BB-', Outlook Stable CONCORDIA INTERNATIONAL: Cinven No Longer 5% Shareholder CONSIS INTERNATIONAL: Case Summary & 10 Unsecured Creditors COURTSIDE CONDOMINIUMS: Sale Process Delays Filing of Plan DAVIS PULPWOOD: Case Summary & 4 Unsecured Creditors DESTINY WORD: Seeks Authorization to Use Cash Collateral ENNIA CARIBE: Davis Polk Advises Foreign Representative of Firm ENPRO INDUSTRIES: Moody's Rates Sr. Unsec. Notes Due 2026 'B1' EZTOPELIZ LLC: Plan Outline Okayed, Plan Hearing on Nov. 14 FIRELANDS GROUP: Case Summary & 3 Unsecured Creditors FIRST DATA: Moody's Affirms Ba3 Corp. Family Rating, Outlook Pos. FIRSTENERGY SOLUTIONS: FENOC Key Employee Retention Plan Junked FYBOWIN LLC: Exclusive Filing Period Extended Until Dec. 3 GIBSON BRANDS: Plan of Reorganization Confirmed GREATER CLEVELAND: Exclusivity Period Extended to Nov. 16 GREENCROFT OBLIGATED: Fitch Affirms BB+ on $42.63MM Revenue Bonds GUMP'S HOLDINGS: Auction of IP Assets on Oct. 17 HAWAIIAN SPRINGS: Court Confirms 1st Amended Joint Chapter 11 Plan HCB ENTERPRISES: Unsecured Creditors to Get 15% Under Plan HD SUPPLY: Moody's Rates Unsec. Notes Due 2026 Ba3, Outlook Stable HERTZ CORP: DBRS Confirms BB (low) Long Term Issuer Rating HILCORP ENERGY I: Moody's Rates $500MM Unsec. Notes Due 2028 'Ba2' HOOPER HOLMES: Committee Taps Brown Rudnick as Legal Counsel HORNED DORSET: Court Rejects Bid to Vacate Restraining Order I-17 PROPERTIES: Plan Outline Okayed, Plan Hearing on Nov. 20 INTERTAPE POLYMER: S&P Assigns 'BB-' LongTerm ICR, Outlook Stable JHL INDUSTRIAL: Unsecured Creditors May Get $40K Under Latest Plan JULIAN DEPOT: Exclusive Plan Filing Period Extended to Oct. 29 KING & QUEEN: Disclosure Statement Hearing Set for Nov. 5 KING'S REAL ESTATE: Voluntary Chapter 11 Case Summary LEGACY RESERVES: S&P Raises ICR to 'CCC', Outlook Negative LEGACY RESERVES: Terminates Registration of Securities MEDIAOCEAN LLC: Moody's Hikes CFR to B2, Outlook Stable MELINTA THERAPEUTICS: Grants Exclusive License to Menarini MOTORS LIQUIDATION: Court Junks Trust's Proposed Settlement NEONODE INC: Starts Trading on a Split-Adjusted Basis NORTHERN OIL: Completes Acquisition of W Energy PARAGON OFFSHORE: Trust's Dispute with Noble Can't be Mediated PARAMOUNT RESOURCES: S&P Alters Outlook to Neg. & Affirms BB- ICR PETERSON PRODUCE: Case Summary & 12 Unsecured Creditors POINTE EDUCATIONAL: S&P Lowers Rating on 2015 Education Bonds to B+ RAVENSTAR INVESTMENTS: Court Partially Stays Bank of America Suit REAGOR-DYKES MOTORS: Third Interim Cash Collateral Order Entered RESOLUTE FOREST: Egan-Jones Hikes Senior Unsecured Ratings to B RMH FRANCHISE: Wins Summary Judgment Bid vs Applebee's ROCK CREEK MEDICAL: May Use Cash Collateral on Interim Basis SEAWORLD PARKS: Moody's Affirms B2 CFR & Alters Outlook to Stable SEDGWICK LLP: Case Summary & 20 Largest Unsecured Creditors SENIOR CARE GROUP: Closing Sale of Woods Affiliates Delays Plan SIW HOLDING: U.S. Trustee Forms 3-Member Committee SKYLINE RIDGE: Unsecureds to be Paid in Full Under Cinco Plan SOLBRIGHT GROUP: Friedman LLP Replaced RBSM as Auditors SPARTAN BUSINESS: Unsecureds May Recover 62% Under Latest Plan STAR WEST: S&P Alters Outlook to Pos. & Affirms 'B+' Debt Rating STATE TECHNOLOGY: Nov. 20 Disclosure Statement Hearing SUNCOAST INTERNAL: Exclusive Solicitation Period Expires Oct. 22 SUNRISE HOSPICE: Amends Provisions on Treatment of Secured Claims SURVEYMONKEY INC: Moody's Rates $295MM Secured Loan 'B3' TAG MOBILE: SSB Trading Opposes Approval of Disclosure Statement TAYLOR MORRISON: S&P Affirms 'BB' ICR, Outlook Stable TECHNOLOGY SOLUTIONS: Case Summary & 20 Top Unsecured Creditors TEINE ENERGY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable TEINE ENERGY: S&P Revises Senior Unsecured Notes Rating to 'B+' TRI-STAR CONSTRUCTION: Nov. 15 Plan Confirmation Hearing TSC BAYVIEW DRIVE: Proposes to Sell Real Properties to Pay Claims TSC/MAYFIELD ROAD: Proposes to Sell Real Properties to Fund Plan UNICOMPASS INC: U.S. Trustee Unable to Appoint Committee UNITED RENTALS: Moody's Rates New Sr. Unsecured Notes 'Ba3' VERITY HEALTH: Enters into Asset Purchase Deal With Santa Clara VERITY HEALTH: May Obtain $30-Mil Loans, Use Cash Collateral VICTOR P. KEARNEY: Trustees' Bid from Automatic Stay Relief Granted W&T OFFSHORE: S&P Hikes Issuer Credit Rating to B-, Outlook Stable WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to BB+ WESTINGTON ELECTRIC: Fitch Assigns 'B' LT Issuer Default Rating WHEELCHAIR SALES: Has Until Oct. 5 to File Plan Y.S.K. CONSTRUCTION: Unsecureds to be Paid in Full Under Exit Plan YOGA80 INC: Unsecured Creditors to Recover 100% in 80 Months [*] Kirkland & Ellis Promotes 122 Attorneys to Partners [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 167 WEST: Bankr. Court Junks Chapter 11 Case for Bad Faith Filing ----------------------------------------------------------------- Bankruptcy Judge James L. Garrity, Jr. granted HSC Management Corp. David Perez, and Ricardo Grant's motion to dismiss Debtor 167 West 133rd Street HDFC's chapter 11 case. The Debtor's sole asset is a building located at 167 West 133rd Street, New York, New York, that is being managed by HSC Management Corp. Judith Smith and her brother David Smith reside in the Building. In August 2016, the Smiths sued the Debtor, HSC, David Perez, a property manager at HSC, and Ricardo Grant, a shareholder of the Debtor and the President of the Debtor's Board of Directors, in New York State Supreme Court, New York County. In that action, they are seeking an order declaring that they are Board members, and that Ms. Smith is the Secretary-Treasurer of the Board. In June 2018, the State Court preliminarily enjoined the Smiths from interfering with the management of the Building. In doing so, the court found that Ms. Smith is not a member of the Board. That action is pending. Ms. Smith has brought the governance dispute to this Court. On July 2, 2018, she filed a bare bones chapter 11 petition for reorganization (on behalf of the Debtor. In the Petition, she claims that she is the Debtor's Secretary-Treasurer and that the Board authorized her actions. She executed the Board resolution authorizing the Debtor to file the case in her purported capacity as "Secretary-Treasurer." The Debtor is acting pro se. HSC, Perez and Grant filed a motion to dismiss the case. The Movants make a number of arguments in support of the Motion. First, they contend that the Court should dismiss the case because Ms. Smith filed it pro se and because the Debtor has failed to file its bankruptcy schedules and statements, notwithstanding that this Court accorded it additional time to do so. Although those defects provide grounds for granting the Movants relief, both are easily remedied and can be remedied in this case. Next, the Movants assert that the case should be dismissed because it amounts to a collateral attack on the preliminary injunction issued by the State Court. The Court finds no merit to that contention. Finally, they argue that the Court should dismiss the case because Ms. Smith lacked the authority to file it and, in any event, she filed the case in bad faith. The Court finds merit to both assertions and that both provide grounds for relief under section 1112(b) of the Bankruptcy Code. As of the Petition Date, Ms. Smith had forfeited her position as "Secretary-Treasurer" and a member of the Board. She lacked authority to act on behalf of the Debtor. Accordingly, the Movants have established "cause" under section 1112(b) of the Bankruptcy Code to dismiss the case. Alternatively, the Movants argue that the case should be dismissed because Ms. Smith commenced it in bad faith. Although "bad faith" is not among the examples of "cause" listed in section 1112(b)(4), "[i]t is well-settled that the filing of a bankruptcy petition in bad faith constitutes cause for dismissal or conversion of a case under the Bankruptcy Code section 1112(b)." The Movants have established both objective and subjective bad faith on the part of Ms. Smith in filing the case. With that, there is a rebuttable presumption of bad faith on her part in filing the Petition. She has not rebutted that presumption. Thus the Movants have established Ms. Smith's bad faith in filing this case and with that, additional grounds for relief under section 1112(b) of the Bankruptcy Code. Moreover, the Court finds that there is no purpose in converting the case to one under chapter 7 of the Bankruptcy Code, as there will be neither assets nor a business for a chapter 7 trustee to administer. Rather, the Court finds that it is in the best interests of the Debtor and its estate to dismiss the case. A full-text copy of the Memorandum Decision and Order dated Sept. 25, 2018 is available at: http://bankrupt.com/misc/nysb18-12043-22.pdf Attorneys for HSC Management Corp., David Perez, and Ricardo Grant: Stuart I. Gordon, Esq. Matthew V. Spero, Esq. RIVKIN RADLER LLP 926 RXR Plaza Uniondale, NY 11556 Attorney for Judith Smith: Andrew Citron, Esq. 30 Wall Street 8th Floor New York, New York 10005 167 West 133rd Street Housing Development Fund Corp filed for chapter 11 bankruptcy protection on (Bankr. S.D.N.Y. Case No. 18-12043) on July 2, 2018. 9871 JAMAICA DRIVE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of 9871 Jamaica Drive, LLC as of Oct. 1, according to a court docket. About 9871 Jamaica Drive LLC An involuntary petition was filed against 9871 Jamaica Drive, LLC (Bankr. S.D. Fla. Case No. 18-20376) on August 25, 2018. Judge Laurel M. Isicoff presides over the case. Teresa M. Alvarez, Esq., is the Debtor's legal counsel. AHA-MCLIN HOUSING: S&P Cuts Rating on 2016A Bonds to 'BB' --------------------------------------------------------- S&P Global Ratings lowered its rating on Dayton-Montgomery County Port Authority, Ohio's series 2016A multifamily housing revenue bonds, issued for AHA-McLin Housing LLC, Ga.'s C.J. McLin apartments project in Dayton, four notches to 'BB' from 'BBB+'. The outlook is negative. The rating action reflects S&P Global Ratings' opinion of the project's performance below pro forma expectations, coupled with its lower assessment of strategy and management. In fiscal 2017, net operating income saw a significant drop due to a substantial increase in vacancies and expenses that resulted in maximum annual debt service coverage decreasing to a two-year average of 1.02x. Maximum annual debt service occurs in 2028. Furthermore, the project's limited number of units makes it highly vulnerable to volatility in the case of vacancies. S&P Global Ratings also factored in the owner's history of covenant violations and payment defaults at other properties. "We believe there is a one-in-three chance we could lower the rating further during the two-year outlook period. Due to the project's low unit count, any additional vacancy and expenses could have a largely adverse effect on financial stability. Therefore, a decline in financial performance, shown through debt service coverage or operating performance, evidenced by occupancy and expense levels, could lead us to lower the rating further," said S&P Global Ratings credit analyst John Mante. "Conversely, if overall financial and operating performance were to improve due to the project's increasing debt service coverage, growing net operating income, sustained occupancy increase, and limiting of expenses, we could revise the outlook to stable or raise the rating." The authority issued the bonds to finance the acquisition and rehabilitation of a multifamily rental-housing property, owned by AHA–McLin Housing LLC, an affiliate of AHA Inc., known as C.J. McLin apartments. The property's 46 apartments are in Dayton. The bonds are subject to optional, mandatory, and special redemption as set forth in the indenture. ALGONQUIN POWER: Fitch Gives BB+ Rating on Jr. Sub. Notes Due 2078 ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+' rating to Algonquin Power & Utilities Corp.'s (APUC) junior subordinated notes (JSNs) due Oct. 15, 2078. The notes are unsecured obligations. For analytical purposes, Fitch will assign these JSNs 50% equity credit due to their 60-year maturity and ability to defer interest payments for up to five consecutive years. Net proceeds will be used to pay down existing debt and for general corporate purposes. APUC's Long-Term Issuer Default Rating (IDR) is 'BBB'/Stable. KEY RATING DRIVERS Diversified Portfolio of Utility Assets APUC's regulated utility subsidiary, Liberty Utilities Co. (LUCo), accounted for two-thirds of APUC's 2017 consolidated EBITDA. LUCo consists of a diversified portfolio of 38 regulated utility systems spread across 12 states, all located in the U.S. The assets are further diversified among electric (62% of operating profit), natural gas (25% of operating profit) and water (13% of operating profit). This asset diversification mitigates the company's exposure to any regional or state-specific shocks that could affect cash flows. LUCo was built from several acquisitions, the most significant of which was the acquisition of The Empire District Electric Company (Empire District) on Jan. 1, 2017. Empire District accounted for a little more than 45% of LUCo's 2017 consolidated EBITDA. Fitch expects LUCo to remain acquisitive, primarily looking for smaller utility systems that could benefit from operational efficiencies. LUCo has a strong track record of improving performance at the utilities it acquires. Improving Regulatory Environment LUCo's overall regulatory environment is considered balanced and has improved in recent years. Significant improvement occurred this year in Missouri, LUCo's largest state of operations. Legislation was signed June 1, 2018 that allows for revenue decoupling at all electric utilities in Missouri, effective Jan. 1, 2019. Following implementation of this law, two-thirds of LUCo's utility revenue would be fully decoupled, providing for more stability and predictability to earnings and cash flows. The Missouri legislation allows electric utilities to opt out of revenue decoupling if they would prefer to defer for future recovery 85% of all new depreciation expense, with the resulting regulatory asset balances subject to carrying charges at the utility's weighted average cost of capital and amortized over a 20-year period once included in rates. LUCo has been able to effectively manage its operations to earn an aggregate realized ROE near its average authorized ROE of 9.6%. The company has been able to maximize its returns by keeping O&M expense low, optimizing capital deployment and using cost recovery riders to help limit its average regulatory lag to six months. LUCo's efficient utility operations also enable it to have lower customer rates than many of its utility peers. Fitch views LUCo's balanced and improving regulatory environment as supporting a solid business risk profile. LUCo's Strong Organic Growth Opportunities LUCo benefits from organic growth in the form of pipe replacement, reliability improvements and the Granite Bridge natural gas lateral project. The largest of the company's projects is its USD1.6 billion "greening the fleet" initiative, which primarily involves retiring some of Empire District's coal-fired generation facilities and replacing the lost generation capacity with 600MW of wind power facilities in Missouri. A regulatory decision is pending regarding the recovery method of these future costs through rates. Timely recovery of costs associated with the 600MW wind power investment would be important for LUCo to maintain a supportive financial profile during this large project. Conservatively-Managed Power Generation Business 7APUC's unregulated power generation subsidiary, Algonquin Power Co. (APCo) accounted for one-third of APUC's consolidated 2017 EBITDA. APCo consists of 40 power facilities, providing for a meaningful amount of asset diversification. Three-quarters of APCo's EBITDA is derived from U.S.-based assets, with one-quarter of EBITDA from Canadian assets. APCo owns 1.7GW of net generation capacity, of which 68% is onshore wind, 22% is thermal, 8% is hydro and 2% is solar. Although Fitch views the unregulated power generation business as somewhat riskier than regulated utilities, APCo's conservative management of the business mitigates much of this increased risk. Long-term power purchase agreements (PPAs) with investment-grade counterparties cover 86% of APCo's generation. The average length of APCo's PPAs is 14 years, providing a long timeline of high profitability margins and relatively stable and robust cash flows. In addition, APCo maintains a relatively low leverage on the business, with Fitch expecting FFO-adjusted leverage to average 4.1x-4.4x through 2020. APCo's Strong Organic Growth Opportunities APCo's power generation business has exhibited strong and steady growth over the past few years, with installed capacity growing at an 8% CAGR over 2013-2017 and operating profit growing at a 10% CAGR over 2013-2017. Fitch expects growth to continue, supported by APCo's large backlog of projects. APCo also has the ability to use 450MW worth of wind turbines that fall under the safe harbor provision, enabling the company to receive the full benefit of production tax credits once these turbines are put into service during the next two years. Supportive Consolidated Financial Metrics APUC's financial profile is supported by stable and predictable earnings from LUCo's regulated utility operations and strong cash flows from APCo's power generation business. Fitch expects FFO-adjusted leverage to average 4.8x-5.2x and FFO fixed-charge coverage to average 3.8x-4.3x through 2020. These metrics are supportive of APUC's 'BBB' Long-Term IDR. Ownership Interest in Atlantica Yield APUC's ratings also consider the company's ownership interest in renewable energy yield company Atlantica Yield (AY). Abengoa-Algonquin Global Energy Solutions (AAGES), APUC's 50/50 joint venture with Abengoa S.A., owns 25% of the common shares of AY and has exercised its option to purchase the remaining 16.5%. APUC owns 100% of AAGES' economic interest and voting rights in AY through its ownership of AAGES' preferred shares. Fitch considers AY's credit quality to be weaker than that of APUC. Fitch has made conservative projections for AY's distributions to APUC to help account for increased risk with AY's operations, particularly due to AY's exposure to a possible decrease in returns at its Spanish solar facilities. AAGES represents a relatively small amount of APUC's consolidated EBITDA, limiting the impact that any negative event at AY could have on APUC's credit quality. APUC/LUCo Rating Linkage Fitch uses a bottom-up approach in determining the ratings, and the APUC/LUCo linkage follows a weak parent/strong subsidiary approach. Fitch considers LUCo to be stronger than APUC due to LUCo's solid regulated utility operations and APUC's exposure to APCo's relatively riskier unregulated power generation business. There is a moderate linkage between the Long-Term IDRs of LUCo and APUC. The moderate linkage is supported by separate financing through LUCo's financing affiliate company, LU Finance GP1, along with LUCo's strategic importance to APUC by accounting for two-thirds of consolidated EBITDA. Fitch would not allow APUC's Long-Term IDR to be higher than that of LUCo, although LUCo's Long-Term IDR could be up to one notch higher than that of APUC. APUC/APCo Rating Linkage Fitch uses a bottom-up approach in determining the ratings, and the APUC/APCo linkage follows a strong parent/weak subsidiary approach. Fitch considers APUC to be stronger than APCo due to APUC's beneficial exposure to LUCo's regulated utility operations. There is a weak linkage between the Long-Term IDRs of APCo and APUC. The weak linkage is supported by weaker strategic ties between APUC and APCo than between APUC and LUCo. Fitch would not allow APCo's Long-Term IDR to be higher than that of APUC, although APCo's Long-Term IDR could be up to two notches lower than that of APUC. DERIVATION SUMMARY APUC's 'BBB' Long-Term IDR is appropriately positioned relative to peer parent holding companies, NextEra Energy, Inc. (NextEra; A-/Stable), AVANGRID, Inc. (BBB+/Stable) and CenterPoint Energy, Inc. (CenterPoint; BBB/Stable). APUC's proportion of consolidated EBITDA generated from regulated utility operations is about two-thirds, less than NextEra (70%), CenterPoint (70%) and AVANGRID (75%-80%). Fitch projects APUC's consolidated FFO-adjusted leverage to average 4.8x-5.2x through 2020, weaker than that of NextEra (3.6x-4.1x) and AVANGRID (2.8x-3.2x), but slightly stronger than that of CenterPoint (5.5x). APUC's smaller proportion of regulated utility operations in its asset mix, combined with higher leverage metrics than NextEra and AVANGRID and a much smaller scale of operations than all its peer parent holding companies supports APUC's lower relative rating than that of NextEra and AVANGRID. CenterPoint's diversified utility operations and supportive regulatory environment are stronger than those of APUC, although APUC's unregulated generation business provides cash flows that are much more stable and predictable than CenterPoint's unregulated midstream operations and other non-utility businesses. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for APUC, LUCo, and APCo: -- LUCo's capex totaling USD3.3 billion over 2018-2021, USD1.6 billion of which is for 600MW of wind power investments in 2020 and 2021; -- APCo's capex totaling USD1.3 billion over 2018-2021; -- Timely recovery of costs associated with LUCo's 600MW wind power investment in Missouri; -- Revenue decoupling is implemented for LUCo's Missouri electric utility operations; -- Normal weather and renewable energy production. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to a Positive Rating Action -- Consolidated FFO-adjusted leverage expected to be less than 4.5x on a sustained basis. APUC's ratings are capped by the ratings on LUCo; LUCo's Long-Term IDR would need to be upgraded in order for APUC's Long-Term IDR to be upgraded. Developments That May, Individually or Collectively, Lead to a Negative Rating Action -- Consolidated FFO-adjusted leverage expected to exceed 5.7x on a sustained basis; -- A downgrade of LUCo's Long-Term IDR would result in a commensurate downgrade of APUC's Long-Term IDR. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers the liquidity for APUC and its operating subsidiaries APCo and LUCo to be adequate. APUC's liquidity includes a CAD165 million senior unsecured revolving credit facility (RCF) that matures Nov. 19, 2018. LUCo's liquidity is primarily supported by a USD500 million senior unsecured RCF and a USD150 million CP program. The RCF and the CP program both mature on Feb. 23, 2023. LUCo had USD82 million of borrowings and USD7.8 million of LCs outstanding under its RCF as of June 30, 2018. APCo's liquidity is primarily supported by a USD500 million senior unsecured RCF that matures Oct. 6, 2023. APCo also has a USD200 million LC facility that matures Jan. 31, 2021. APCo did not have any borrowings under its RCF and had USD116 million of LCs outstanding as of June 30, 2018. APUC's operating subsidiaries require modest amounts of cash on hand to fund their operations; APUC had USD38 million of unrestricted cash and cash equivalents as of June 30, 2018. Long-term debt maturities over the next five years are manageable. On a consolidated basis, APUC has USD280 million due in 2018, USD179 million due in 2019, USD391 million due in 2020, USD153 million due in 2021 and USD492 million due in 2022. SUMMARY OF FINANCIAL STATEMENT ADJUSTMENTS Financial statement adjustments that depart materially from those contained in the published financial statements of the relevant rated entity are disclosed: -- Operating leases are capitalized using the 8x rent expense method; -- Junior subordinated notes are given 50% equity credit. ALLIED UNIVERSAL: Fitch Assigns 'B' LongTerm Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'B' to Allied Universal Holdco LLC. The Rating Outlook is Stable. The rating assignment is driven by Allied Universal's announced acquisition of U.S. Security Associates (USSA) from Goldman Sachs Partners (GSP). The acquisition is to be financed with a mix of first and second lien debt and fresh equity and is expected to close during 4Q 2018. Fitch-defined pro forma total leverage on June 30, 2018 is calculated at approximately 7.2x and includes a portion of expected corporate and acquisition-related synergies. USSA is the fourth largest private security company in the U.S., with pro forma FY2017 revenues and EBITDA of $1.5 billion and $96 million, respectively. Its more than 50,000 security professionals operate out of more than 160 offices. The company offers a complete array of physical security, remote surveillance, event staffing, and global consulting and investigations to thousands of clients across a range of industries. GSP, part of Goldman Sachs Group Inc.'s merchant banking division, acquired the business from Wind Point Partners in 2011 for approximately $640 million. Fitch views the USSA acquisition positively, as it is in line with Allied Universal's ongoing efforts to consolidate the private manned security industry, with the company and its predecessors having completed more than 55 acquisitions since 2007. The acquisition solidifies Allied Universal's leading market position, increasing its market share from 20% in FY2016 to more than 25% for FY2017 (based on company and industry estimates). USSA is the last manned security company outside of the three largest providers with more than $1.0 billion of revenues. Allied Universal expects to realize at least $55 million in annual synergies from the acquisition over the next two years. Fitch assumes the company realizes 90% of expected synergies given that the majority of the savings are driven by headcount reductions in overlapping functions. Although the company has a history of wringing costs from acquisitions under a well-established operating process, there have been issues regarding synergy realization timing and integration costs, especially those related to the 2016 merger of AlliedBarton Security Services and Universal Services of America that created Allied Universal. However, Fitch believes acquisitions are generally easier to integrate than mergers, especially regarding the creation of Allied Universal, which was considered a merger of equals. On July 16, 2018, Allied Universal announced the acquisition of USSA for approximately $1.02 billion, or 10.6x USSA's pro forma FY2017 EBITDA of $96 million, excluding expected synergies. Funding is expected to be comprised of an $800 million incremental first lien term loan, $210 million of second lien notes and $200 million of fresh equity from Allied Universal's current owners in allocations that will effectively maintain existing ownership percentages. Net proceeds are to be used to fund the acquisition and related transaction fees and integration costs and pay down existing debt. KEY RATING DRIVERS Second Transformative Acquisition: On July 16, 2018, Allied Universal announced it was acquiring U.S. Security Associates (USSA), the fourth largest U.S. private security provider, for approximately $1.02 billion, or 10.6x USSA's pro forma FY17 EBITDA of $96 million. The company has identified approximately $55 million of annual synergies that should be realizable over two years. The transaction will be funded with a mix of debt and equity, with Allied Universal's current owners expected to invest sufficient capital to maintain existing ownership percentages. Pro forma for the acquisition, Allied Universal generated LTM ended June 30, 2018 revenues and EBITDA of $6.9 billion and $602 million, respectively. Leading Market Position: The USSA acquisition further solidifies Allied Universal U.S. market leadership position. On a pro forma basis, Allied Universal's U.S. market share increases to approximately 25% from 20%. Fitch notes that while the U.S. private security industry is highly fragmented, this acquisition increases market revenue concentration of the top three providers to 46%, with the remaining share spread among more than 8,000 firms. Less than 20 additional participants generate more than $100 million in annual revenues. Although Allied Universal is also the world's third largest security provider, the company has not articulated any plans to significantly expand beyond North America. Diversification: The combined company will have more than 210,000 security professionals in offices across the U.S., Canada, Puerto Rico, the U.K., Mexico, Honduras, Nicaragua and the U.S. Virgin Islands, with 18% of revenues coming from each of the Northeast and Southwest regions. In addition to minimizing exposure to regional economic downturns, this geographic diversification increases the company's appeal to a national client base, including federal government institutions. The company's top 10 clients, spread across eight industry verticals, provided 10% of FY17 revenues, with no single customer generating more than 2%. Finally, Commercial Real Estate clients represented 11% of FY17 revenues while those in Government, Retail & Mall and Logistics, Distribution & Transportation each represented 14%. Recession Resistant Industry: The security services industry is relatively recession resistant given the critical and non-discretionary importance of asset protection, and revenue growth generally outperforms GDP. The industry experienced growth rates of 9% in 2008, 2% in 2009 and -1% in 2010, returning to low single digit growth in 2011. Fitch believes the biggest recession risk is lost business from a client going out of business more so than a client cutting back on contracted services. Fitch notes recessions can also have a positive effect on margins as rising unemployment could reduce or eliminate upward wage pressure and may result in lower wages while also reducing turnover and associated costs. High Leverage: Allied Universal has primarily used debt to finance M&A activity, which remains true of the USSA acquisition. As such, Fitch-calculated pro forma leverage was 7.2x as of June 30, 2018. Fitch expects the company to return to making small, tuck-in acquisitions once it integrates the USSA acquisition, continuing its efforts to consolidate the highly fragmented industry having three large players and a significant number of smaller competitors. Acquisitions are expected to focus on broadening the company's electronic security offerings, and expand exposure to new or existing verticals through tuck-in acquisitions of manned security companies with specific market focuses. Operating Concerns: The industry's highly fragmented structure results in significant contract pricing pressure. Employee costs have also risen due to low unemployment and mandated minimum wage growth in several states. Security company pay rates generally exceed the minimum wage given their focus on hiring and retaining qualified security personnel. Margins can be negatively affected if companies are unable to pass along these rising costs given the industry's competitive nature and contract timing. Additional cost concerns involve implementation of the Affordable Care Act, mandatory paid leave in some states, unionization in the industry and higher unemployment and other taxes, most of which may not be able to be passed on to clients and could pressure margins. M&A Risk: There are few remaining U.S. acquisitions of sufficient size, which may drive up multiples as the three largest security service providers look to M&A to supplement organic growth. Electronic security is growing faster than manned security as companies look for security system development and integration, video and alarm surveillance and data analytics and protection. Although Allied Universal has grown its offerings of these ancillary products both organically and inorganically, further acquisitions in these sub-segments may have increased integration risks if they involve new or unproven technologies and/or are not readily accepted by clients. DERIVATION SUMMARY Allied Universal does not have any direct peers within Fitch's rating universe. The ratings consider the company's position as the largest U.S. security service provider, their national coverage, which affords the company access to larger security contracts not generally available to smaller competitors, and their geographic and customer diversification. In addition, the industry is relatively recession resistant as exhibited with its overall performance during the Great Recession. However, the ratings are constrained by the company's high leverage that has resulted from debt-financed M&A activity, including the USAA acquisition, and is expected to remain elevated over the rating horizon. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - USSA acquisition closes in 4Q 2018; - Low to mid-single digit annual revenue growth; - Margin improvement driven by acquisition synergies and ongoing cost reduction efforts; - $70 million of one-time integration fees; - $95 million of annual Capex; - $30 million of annual acquisitions; - Annual FCF exceeds $200 million by 2021; - Debt is reduced through required amortization, excess cash flow recapture as required and optional prepayments; - Fitch-calculated total leverage falls to 5.7x by 2021. - The recovery analysis assumes that Allied Universal would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim and 5% concession payments to the second lien debt. Fitch estimates an adjusted distressed enterprise valuation of $3.6 billion using a 7.0x multiple and $513 million in EBITDA (going concern). - Fitch's recovery analysis contemplates insolvency resulting from significant loss of contracts due to a breakdown in the industry's competitive structure. Under this scenario, one of the other large competitors is assumed to become aggressive regarding pricing leading to the loss of 15% of Allied Universal's contracted revenue. Based on normal EBITDA margins of 8%, Fitch-calculated EBITDA would fall to $513 million. - The 7.0x multiple is on the low end of historical transactions. According to industry information, most of the large transactions announced over the past 15 years have indicated average purchase price values in the 8-9x EBITDA range while smaller acquisitions tend to have mid- to high single digit multiples. AlliedBarton was acquired by Wendel for approximately 12x EBITDA and USSA is being acquired for approximately 11x. Given that the pure-play contract manned security industry is comprised of private companies, there are no public multiples available. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch-calculated pro forma total leverage declines below 6.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Integration costs associated with the USSA acquisition exceed initial estimates and the integration is delayed, delaying margin improvement; - FCF margin remains below 2% for an extended period of time; - Pro forma total leverage exceeds 7.0x driven by operational issues; debt funded M&A; or dividends without a credible delevering plan. LIQUIDITY Adequate liquidity: Allied Universal had $6.6 million of cash on hand, $119 million of availability under its $300 million revolver (currently matures July 2020) and generated FCF of $24 million for the LTM ended June 30, 2018. Fitch notes this is the first time the company generated positive LTM FCF since the merger. As part of the acquisition-related debt issuance, Allied Universal's revolver was upsized to $400 million. $370 million has been extended to April 2022 with the balance maturing in July 2020. Pro forma for the acquisition-related debt issuance, amortization remains manageable with $11 million remaining due in 2018, $31 million in 2019 and $31 million in 2020. FULL LIST OF RATING ACTIONS Allied Universal Holdco LLC - Long-Term IDR 'B'; - First lien secured 'BB'/'RR1'; - Second lien secured 'CCC+'/'RR6'. AMEJ CORPORATION: May Continue Using Cash Collateral Until Nov. 30 ------------------------------------------------------------------ The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas has entered an agreed fourth interim order authorizing AMEJ Corporation to use the cash collateral and proceeds in which First Financial Bank and Funding Circle USA Inc. assert lien positions in accordance with the Budget attached to the Motion. AMEJ Corporation may use cash collateral until Nov. 30, 2018. A hearing will be held on Nov. 7, 2018 at 1:30 p.m. to determine if the Agreed Fourth Interim Order should be continued, modified or terminated. The approved budget provides total expenses of approximately $65,035 for the month of October 2018 and $64,393 for the month of November 2018. First Financial Bank and Funding Circle USA are granted replacement liens co-existent with their prepetition liens under 11 U.S.C. Section 552 in after acquired property of the estate. A full-text copy of the Agreed Fourth Interim Order is available at http://bankrupt.com/misc/txnb18-40682-42.pdf About Amej Corporation Amej Corporation, based in Bridgeport, Texas, is a gasoline service station primarily engaged in selling gasoline and lubricating oils. The Company also sells other merchandise, such as tires, batteries, and other automobile parts, or perform minor repair work. AMEJ Corporation, based in Bridgeport, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-40682) on Feb. 21, 2018. The Hon. Russell F. Nelms presides over the case. In the petition signed by Cindy Tak, secretary, the Debtor estimated $1 million to $10 million in both assets and liabilities. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as bankruptcy counsel to the Debtor. ASA LODGING: Plan Outline Okayed, Plan Hearing on Dec. 19 --------------------------------------------------------- ASA Lodging, LLC is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Robert Grant of the U.S. Bankruptcy Court for the Northern District of Indiana on Sept. 20 gave the thumbs-up to the disclosure statement, allowing the company to start soliciting votes from creditors. A court hearing to consider confirmation of the plan is scheduled for Dec. 19, at 11:30 a.m. The hearing will take place at the Charles Halleck Federal Building. About ASA Lodging LLC Based in Rensselaer, Indiana, ASA Lodging LLC is a small organization in the hotels and motels industry. It opened in 2007. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 17-40308) on July 18, 2017. Jagtar Otal, its member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert E. Grant presides over the case. David Rosenthal, Esq., represents the Debtor as bankruptcy counsel. The Debtor filed its proposed Chapter 11 plan of reorganization and disclosure statement on March 20, 2018. ASCO LIQUIDATING: Oct. 30 Plan Confirmation Hearing --------------------------------------------------- Judge Lena M. James of the U.S. Bankruptcy Court for the Middle District of North Carolina issued an order approving the first amended disclosure statement explaining ASCO Liquidating Company's plan. October 22, 2018, is fixed as the last date for filing written objections to the confirmation of the Plan, and October 30, at 10:00 A.M., is fixed as the date of hearing of confirmation of the Plan. About Auto Supply Company Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/-- is a family-owned supplier of OEM and aftermarket automotive parts, serving the automotive repair professional from three distribution centers, 15 store locations and seven battery trucks throughout North Carolina and Western Virginia. The Company is based in Winston Salem, North Carolina. About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C. Case No. 18-50018) on Jan. 8, 2018. In the petition signed by President Charles A. Key, Jr., the Debtor disclosed total assets of $13.17 million and total debt of $22.04 million. The case is assigned to Judge Lena M. James. The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery & Matamoros, P.A., as its bankruptcy counsel, and The Finley Group as its financial advisor. The official committee of unsecured creditors formed in the case retained Kane Russell Coleman Logan PC as its bankruptcy counsel, and Waldrep LLP as its local counsel. * * * On Jan. 10, 2018, the Debtor filed a motion to sell substantially all of its assets to a stalking horse bidder, or other successful bidder, at an auction sale. The Court entered a final order on March 1, 2018, approving the sale of the assets to Elliott Auto Supply Co., Inc. d/b/a Factory Motor Parts, for $17.5 million. The Debtor and FMP closed the sale of the assets on March 12, 2018. The Debtor changed its name to ASCO Liquidating Company following the sale. BD WHITE BIRCH: S&P Ups Issuer Credit Rating to B+, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings upgraded its issuer credit rating on BD White Birch Investment LLC (White Birch) to 'B+' from 'B'. The outlook is stable. At the same time, S&P revised the recovery rating on the first-lien term loan to '3' from '2', indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal in a payment default. The revision is a result of the company issuing a superior-lien term loan of $40 million, which is placed higher in the waterfall than the first-lien term loan. The issue-level rating on the first-lien term loan remains unchanged at 'B+'. S&P said, "White Birch's issuer credit rating upgrade to 'B+' reflects our view that the company's operating prospects incorporates its ability to leverage its low-cost assets to capitalize on higher prices, which will result in strengthening credit metrics over the next 12 months. By the end of 2018, we expect White Birch's debt to EBITDA to be about 1.8x, and its funds from operations (FFO) to debt will be around 40%. This is an improvement from the end of 2017, when these metrics stood at 4.8x and 6.5%, respectively. The improving credit quality reflects strong newsprint prices in combination with the low cost position of White Birch's mills. White Birch is the second largest newsprint manufacturer in North America, and we expect strong operating performance in the remainder of 2018 and in 2019. Our stable outlook reflects significant improvement in the company's cash flows resulting from favorable newsprint pricing and more efficient operations following the sale of a higher cost mill. During the next 12 months we assume solid, but less than favorable newsprint pricing that will nevertheless support firm margins and cash flows. Consequently, we expect EBITDA margins in the 25% area, with leverage of about 1.8x. "We could lower the rating if White Birch's leverage approaches 5x because of shareholder distributions, or if there is an unexpectedly sharp downturn in newsprint prices to below $575 per ton from about $715 per ton at present. We estimate this would likely cause corresponding declines in cash flows, margins, and EBITDA, while weakening White Birch's liquidity position. Although less likely, we could also lower the rating if Black Diamond adopted a more aggressive financial policy with regard to debt-financed acquisitions or higher dividends than we expect. We view an upgrade as unlikely in the next 12 months without a major shift away from declining commodity newsprint and the implementation of more moderate financial policies. However, we could raise our ratings on White Birch if debt to EBITDA were sustained at less than 4x over the next 12 months, supported by improved profitability as the company shifts toward higher margin specialty papers. "Such a shift might include a transformative event that causes us to reevaluate our assessment of the company's business. In such a scenario, we would expect leverage to remain at less than 4x throughout the cycle, based on the company's financial policy and the owner's financial risk appetite. As such, we would expect the company to maintain lower debt levels as it shifts to higher-margin paper products and that Black Diamond would relinquish control of the company." BERTONI GELATO: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Bertoni Gelato Brickell LLC as of Oct. 1, according to a court docket. About Bertoni Gelato Brickell Based in Miami, Florida, Bertoni Gelato Brickell LLC filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20828) on August 31, 2018, listing less than $1 million in assets and liabilities. Scott Alan Orth, Esq., at the Law Office of Scott Alan Orth, P.A., is the Debtor's counsel. BLACKFOOT CONSTRUCTION: Oct. 17 Plan Confirmation Hearing --------------------------------------------------------- Judge Robyn L. Moberly of the U.S. Bankruptcy Court for the Southern District of Indiana issued an order fixing Blackfoot Construction Company's plan confirmation hearing for October 17, 2018, at 9:00 A.M. EDT. The deadline to file written objections to the confirmation of the Plan is October 15. About Blackfoot Construction Blackfoot Construction Company, d/b/a Blackfoot Solutions, owns and operates a construction company located in Noblesville, Indiana. It constructs and maintains cell phone towers and facilities as well as provides installation services to telecommunication providers. It was incorporated on Dec. 9, 2004, in Dyersburg, Tennessee, under different ownership. Its current owner acquired the Debtor in 2007 and started operating the business out of his residence in Fishers, Indiana. It has been located in Noblesville, Indiana since March of 2014. It has 15 employees. Blackfoot Construction Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-08448) on Nov. 8, 2017. David R. Krebs, Esq. and John J. Allman, Esq. of Hester Baker Krebs LLC, serve as the Debtor's counsel. No trustee, examiner or official committee of unsecured creditors has been appointed. BOB BONDURANT SCHOOL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Bob Bondurant School of High Performance Driving, Inc. 20000 S. Maricopa Road, Gate 3 Chandler, AZ 85226 Business Description: Founded in 1968 and headquartered in Phoenix, Arizona, Bob Bondurant School of High Performance Driving, Inc. -- https://bondurant.com -- is a performance driving school, specializing in racing, karting, teen driving, and law enforcement driving education. The Bob Bondurant School of High Performance Driving facility offers a 1.6-mile, 15-turn multi- configuration track, pumping Dodge SRT Viper and Hellcat-shaped corpuscles through the winding paved veins. There's also a multi- purpose, eight-acre asphalt pad that is home to the Throttle Steer Circle, slalom, autocross, skid pad, braking and accident avoidance curricula, and skid-car training. In addition, Wild Horse Motor Sports Park has three other race tracks within its grounds, specially for select advanced road racing and corporate group programs. Chapter 11 Petition Date: October 2, 2018 Case No.: 18-12041 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtor's Counsel: Hilary L. Barnes, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 E-mail: hbarnes@allenbarneslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patricia C. Bondurant, president/CEO. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb18-12041.pdf BREVARD EYE: Plan Outline Okayed, Plan Hearing on Nov. 14 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida is set to hold an evidentiary hearing on Nov. 14 to consider the final approval of Brevard Eye Center, Inc.'s disclosure statement. If the court determines that the disclosure statement contains "adequate information," it will conduct a hearing on confirmation of the company's Chapter 11 plan of reorganization. The court on Sept. 20 conditionally approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order required creditors to file their objections and submit ballots of acceptance or rejection of the plan no later than seven days before the hearing. About Brevard Eye Center, et al. Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City Eye Center, P.A. and THMIH, Inc., own and operate four retail optometry centers and clinics and a surgical center. The optometry centers and clinics are located in Melbourne, Merritt Island, Palm Bay, and Orlando, Florida. The surgical center and the corporate offices are located in Melbourne, Florida. Brevard Eye Center operates three of the four optometry centers, Medical City Eye Center operates only the Orlando optometry center, and Brevard Surgery Center operates the surgical center. THMIH owns the real estate leased to the surgical center/corporate offices located at 665 S. Apollo Blvd., Melbourne, FL. THMIH also owns the real estate leased to the optometry centers at 250 N. Courtenay Pkwy., Merritt Island, FL and 214 E. Marks St., Orlando, Florida. Medical City Eye Center has been serving East Central Florida as The Brevard Eye Center for over 28 years and serving Downtown Orlando as Yager Eye Institute for over 50 years. Dr. Rafael Trespalacios, an ophthalmologic surgeon, is the 100% owner of Brevard Eye Center, et al. Brevard Eye Center, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to 17-01831) on March 21, 2017. In the petitions signed by Dr. Trespalacios, as president, each debtor estimated its assets at $1 million to $10 million and liabilities at $10 million to $50 million. Geoffrey S. Aaronson, Esq., and Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A., serve as counsel to the Debtors. No official committee of unsecured creditors has been appointed. The Debtor filed in its case a Chapter 11 plan of reorganization and disclosure statement. BRIDAN 770: Has Until Dec. 10 to Exclusively File Plan ------------------------------------------------------ The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Bridan 770, LLC, the exclusive period for the Debtor to file a Chapter 11 plan through and including Dec. 10, 2018, and the exclusive period to solicit acceptances of said plan 60 days thereafter. About Bridan 770 Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-20940) on Aug. 29, 2017, estimating $100,000 to $500,000 in both assets and liabilities. The petition was signed by its authorized representative, Laurent Benzaquen of AMBR JJLB Property Management LLC. Bridan 770, LLC, and debtor-affiliate JXB 84 LLC, tapped Joel M. Aresty, Esq., P.A., as counsel. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. BUNKER HILL: In Default of its Lease Deal on Bunker Hill Mine ------------------------------------------------------------- Bunker Hill Mining Corp. disclosed that it is in default of its Lease with Option to Purchase Agreement with Placer Mining Corporation, the lessor of the Bunker Hill Mine. The default has arisen as a result of missed property payments, totaling US$400,000, which were due at the end of September and on Oct. 1, 2018. As per the Agreement, the Company has 15 days, from the date notice of default was provided (September 28, 2018), to remedy the default by making the outstanding payment. Bunker Hill is working with urgency to resolve this matter. About Bunker Hill Mining Bunker Hill Mining Corp. has an option to acquire 100% of the Bunker Hill Mine. CALIFORNIA RESOURCES: Hosts 2018 Analyst & Investor Day ------------------------------------------------------- California Resources Corporation was slated to host its 2018 Analyst & Investor Day Wednesday, Oct. 3, 2018 from 8:30 a.m. to approximately 11:45 a.m. EDT in New York, New York. Todd A. Stevens, CRC's president and chief executive officer, said, "CRC adheres to a strategic approach to deliver value-driven results throughout our assets and operations. Our diverse portfolio of conventional assets provide robust and competitive returns while our laser-focus on operational excellence captures synergies and efficiencies to drive margins across our core and growth areas. As we align our business with mid-cycle pricing, we remain committed to our strategic priority of a disciplined VCI-based capital allocation designed to accelerate value creation. We remain focused on thoughtfully developing our stacked pay reservoirs and leveraging our infrastructure to increase crude oil production and drive both margin expansion and cash flow to further strengthen our financial position. To drive shareholder value, CRC will continue to be guided by our core principle of living within cash flow, and will target 10% to 15% of discretionary cash annually toward ongoing balance sheet strengthening." CRC's Value-Driven Strategic Approach At this investor meeting, senior management will provide additional detail regarding CRC's strategic approach to deliver value-driven growth over the near and long term. Highlights of the Company's strategic priorities and value creation efforts include: * Capturing the value of CRC's diverse portfolio of assets through value-driven production and deliberate delineation. CRC's deep operating knowledge and expertise and detailed life-of-field plans generate a strong pipeline of actionable projects and enhance its already substantial reserves inventory. CRC will also showcase 731 million BOE of proved reserves, based on 2018 mid-year estimates as audited by Ryder Scott. These reserves were 73% crude oil, consisting of 72% proved developed. * Ensuring effective and disciplined capital allocation and attractive competitive returns by applying CRC's value creation index (VCI) on a fully burdened basis to prioritize our inventory of core, growth and workover opportunities. CRC's 2019 capital planning budget will allocate approximately 60% to drilling and completions in core and growth areas, 15% to workovers, 20% to facilities, and approximately 5% to exploration. * Driving operational excellence through the application of technology, streamlined processes, consolidation and innovative approaches, as well as CRC's unique and differentiated midstream infrastructure, to enhance margin performance. The Company expects the combination of its world-class assets, disciplined capital allocation and operational excellence to deliver double-digit EBITDAX growth at $75 Brent. * Strengthening the balance sheet by pursuing an "all of the above" approach to simplify CRC's capital structure, reduce fixed charges, enhance financial metrics and reduce absolute levels of debt. The Company will continue to balance capital investment into high VCI projects and align with its deleveraging goals. Accordingly, CRC will target 10% to 15% of discretionary cash for further balance sheet strengthening. Preliminary Third Quarter and Year-to-Date 2018 Financial Results1 In conjunction with this investor event, CRC also issued certain preliminary third quarter and year-to-date 2018 financial and activity estimates that it expects to report, including: * Production of approximately 136 Mboe/day reflecting an oil mix of 62% for the third quarter of 2018 and approximately 131 Mboe/day reflecting an oil mix of 62% on a year-to-date basis, which are subject to final production sharing contract and other adjustments. * Drilled approximately 90 gross wells, including approximately 55 CRC wells, for the third quarter of 2018 and approximately 250 gross wells, including approximately 150 CRC wells, on a year-to-date basis. * Approximately $200 million of capital investment, including approximately $180 million of internally funded capital, for the third quarter of 2018 and approximately $550 million of capital investment year-to-date, including approximately $490 million of internally funded capital. * Approximately $300 million of adjusted EBITDAX for the third quarter of 2018 and over approximately $775 million of adjusted EBITDAX on a year-to-date basis. Adjusting for settled hedges and cash-settled equity compensation during the same periods, the Company's core adjusted EBITDAX performance estimates are expected to exceed $350 million and $900 million, respectively. CRC will provide detailed third quarter 2018 financial results and fourth quarter guidance on Thursday, Nov. 1, 2018 when it plans to report full financial details for its quarter and year-to-date performance. The third quarter and year-to-date 2018 financial results are preliminary estimates. The company's books and records for the applicable period are not yet finalized and actual results may differ, possibly substantially. Reconciliation of Adjusted EBITDAX to net income for Q3 2018: approximately $120 million of preliminary estimated net income; plus interest and debt expense, net of approximately $95 million and depreciation, depletion and amortization of approximately $130 million; partially offset by other non-cash items including an estimated derivative gain of approximately $50 million. Reconciliation of Adjusted EBITDAX to operating cash flow for Q3 2018: approximately $175 million of preliminary estimated net cash provided by operating activities plus cash interest of approximately $70 million and working capital changes and other adjustments of approximately $55 million. Core adjusted EBITDAX removes the transitory effects of settled hedges and the significant run-up in the Company's stock price of approximately $50 million to $100 million. Reconciliation of Adjusted EBITDAX to net income for YTD 2018: approximately $65 million of preliminary estimated net income; plus interest and debt expense, net of approximately $280 million; depreciation, depletion and amortization of approximately $375 million; and over $60 million of other non-cash items. Reconciliation of Adjusted EBITDAX to operating cash flow for YTD18: approximately $400 million of preliminary estimated net cash provided by operating activities; plus cash interest of approximately $285 million; working capital changes of approximately $90 million; and other smaller adjustments. Core adjusted EBITDAX removes the transitory effects of settled hedges and the significant run-up in the Company's stock price of approximately $175 million to $225 million. 2018 Analyst & Investor Day Webcast Information Formal presentations from management will take place between 8:30 a.m. and 11:45 a.m. EDT, which will be available to the public via webcast. A link to the live audio webcast and accompanying presentations will be accessible from the Investor Relations section of CRC's website at www.crc.com. The event will be archived on CRC's Investor Relations page for replay shortly following the conclusion of the day's presentations. A digital replay of the conference call will be archived for approximately 12 months and available online on the Investor Relations page at www.crc.com. About California Resources California Resources Corporation -- http://www.crc.com/-- is an oil and natural gas exploration and production company in California. The Company operates its resource base exclusively within the State of California, applying complementary and integrated infrastructure to gather, process and market its production. Using advanced technology, California Resources Corporation focuses on safely and responsibly supplying affordable energy for California by Californians. California Resources reported a net loss attributable to common stock of $266 million for the year ended Dec. 31, 2017, compared to net income attributable to common stock of $279 million for the year ended Dec. 31, 2016. As of June 30, 2018, California Resources had $6.94 billion in total assets, $893 million in total current liabilities $5.07 billion in long-term debt, $265 million in deferred gain and issuance costs, $617 million in other long-term liabilities, $735 million in mezzanine equity and a total deficit of $645 million. * * * In November 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016." In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. Moody's said the upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CANDLELIGHT FARMS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Candlelight Farms Aviation, LLC PO Box 1366 Dillon, MT 59725 Business Description: Candlelight Farms Aviation, LLC is a Connecticut limited liability company. The Company operates in the airports & flying fields industry. Chapter 11 Petition Date: October 2, 2018 Court: United States Bankruptcy Court Maine (Bangor) Case No.: 18-10579 Judge: Hon. Michael A. Fagone Debtor's Counsel: Sam D. Anderson, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle St., West Tower Portland, ME 04101 Tel: (207) 774-1200 Fax: (207) 774-1127 Email: sanderson@bernsteinshur.com Debtor's Financial Advisor: SPINGLASS MANAGEMENT GROUP, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Terrance J. McClinch, sole member. The Company stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/meb18-10579.pdf CARDIOVASCULAR MEDICAL: Plan Confirmation Hearing Set for Oct. 23 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania will consider approval of the Chapter 11 plan of liquidation for Cardiovascular Medical Associates, P.C. at a hearing on Oct. 23. The hearing will be held at 11:30 a.m., at Courtroom 2. The court will also consider at the hearing the final approval of CMA's disclosure statement, which it conditionally approved on Sept. 19. The order set an Oct. 17 deadline for creditors to file their objections and an Oct. 16 deadline to submit ballots of acceptance or rejection of the plan. About Cardiovascular Medical Associates Cardiovascular Medical Associates, P.C., is a medical group practice located in Philadelphia, Pennsylvania, that specializes in diseases of the heart and blood vessels and management of complex cardiac conditions. Cardiovascular Medical Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-12314) on April 6, 2018. In the petition signed by Philip Nimoityn, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Magdeline D. Coleman presides over the case. The Debtor tapped Bielli & Klauder, LLC as its legal counsel. CARTER FINANCIAL: Adds Alternatives, Liquidation Analysis to Plan ----------------------------------------------------------------- Carter Financial Group, LLC, filed an amended disclosure statement in connection with its first amended plan of reorganization dated Sept. 21, 2018, to include a discussion on alternatives to Plan and liquidation analysis. The Debtor believes that the only Creditor that would consider filing an alternative plan is its Secured Creditor, 6500 Pines, which has continued to seek stay relief from the Bankruptcy Court in order to sell the CFG Property at a foreclosure sale. Therefore if 6500 Pines did file an alternative plan, the Debtor believes it is likely that 6500 Pines would file a liquidating plan, which would have similar results to a Chapter 7 liquidation described above. The Debtor believes that its Plan presents the highest and best use of the Property and will result in the most benefit to the Debtor’s estate. The Plan calls for a Joint Venture between the Debtor and ARC Trust Equities, LLC to undertake the Redevelopment Plan for the Debtor's Property located in Florida which, after all Closing Contingencies have been met, will provide the funds from which all Allowed Claims and approved Administrative Expense Claims will be paid in full. The Joint Venture Agreement provides that within five days after its execution, AC will deposit into escrow the ARC Deposit, and ARC or its assigns will commence due diligence on the Property to determine the marketability of title, the physical condition and the suitability of the CFG Property for the Redevelopment Plan and use as a Retail End User Facility. ARC will have a period of 75 days in which to complete due diligence. ARC also will seek to finalize the Retail End User Lease during the Due Diligence Period, and the Debtor will undertake negotiations with the City of Pembroke Pines to attempt to settle the City Lien Claim. If ARC determines, in its sole discretion, that the due diligence results are satisfactory, the City Lien Claim has been resolved, and the Retail End User Lease has been obtained, then within 30 days thereafter, ARC will submit its initial Approval Applications to all required Agencies in order to obtain the necessary Approvals for the Redevelopment Plan. Within five days after all required Approvals have been obtained and the Approval Appeal Periods have expired, ARC and the Debtor will create NEWCO, and within five days thereafter, at Closing on the Effective Date: (i) the Debtor will make the CFG Contribution to NEWCO; (ii) ARC will make the ARC Contribution to NEWCO; and (iii) NEWCO will pay, on behalf of the Debtor, all Allowed Claims and approved Administrative Expense Claims with the funds received from the ARC Contribution. Thereafter ARC and the Reorganized Debtor, as owners of NEWCO, will proceed with the Redevelopment Plan for the Retail End User. Because no creditors in the Plan are impaired, the Plan does not affect Equity. The Plan provides that the Equity Holders will retain their equity interests in the Reorganized Debtor, which after the Closing will have an ownership interest in NEWCO with ARC. In addition, the Plan also provides for the rejection of the Property Management Agreement with Debtor's Management Company as of the Petition Date, and termination of affiliated Maintenance Company. The Debtor may have claims against both companies resulting from their services to the Debtor, which are preserved in this Plan. Finally, in the event that the one or more of the Closing Contingencies fails to occur and the Redevelopment Plan does not proceed, the Debtor will propose an Auction Sale of the Property, to be held after a 60-day marketing period. In the event of an Auction Sale, the Debtor will move the Bankruptcy Court separately for authority to retain an auctioneer and establish Auction Sale terms. The Debtor believes that Confirmation of the Plan is desirable and in the best interests of creditors and interest holders. The Plan provides for 100% payment to Allowed Claims and approved Administrative Expense Claims on the Effective Date. The Distributions under the Plan will be funded by the ARC Contribution in the Joint Venture. A copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/flsb18-14454-111.pdf About Carter Financial Group Established in 2001, Carter Financial Group, LLC, is a privately held company in Bay Harbor Islands, Florida that provides financial advisory services. Carter Financial Group filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14454) on April 16, 2018, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Dr. Arnold P. Carter, managing director. The Hon. Laurel M Isicoff presides over the case. Tamara D McKeown, Esq. at Aaronson Schantz Beiley P.A., is the Debtor's counsel; and Gidney & Company, P.A., CPAs, is the accountant. CARTER FINANCIAL: Disclosure Statement Hearing Set for Oct. 25 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on Oct. 25, at 11:30 a.m., to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan for Carter Financial Group, LLC. The hearing will take place at Courtroom 8. Objections are due by Oct. 18, 2018. About Carter Financial Group Established in 2001, Carter Financial Group, LLC, is a privately-held company in Bay Harbor Islands, Florida that provides financial advisory services. Carter Financial Group filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-14454) on April 16, 2018, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Dr. Arnold P. Carter, managing director. The Hon. Laurel M Isicoff presides over the case. The Debtor tapped Aaronson Schantz Beiley P.A. as its legal counsel; and Gidney & Company, P.A., CPAs, as its accountant. CJA ENERGY: Exclusivity Period Extended Until Nov. 6 ---------------------------------------------------- The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania, at the behest of CJA Energy Consulting, LLC, has extended: (1) the deadline for the Debtor to file a Chapter 11 Plan and Disclosure Statement to Nov. 6, 2018; and (2) the Debtor's exclusivity period to file a Chapter 11 Plan and Disclosure Statement until Nov. 6, 2018 About CJA Energy Consulting CJA Energy Consulting, LLC, is a single member LLC that does business as a trucking company. The company filed for Chapter 11 protection (Bankr. W.D. Penn. Case No. 08-70168) on March 13, 2018. The company is represented by Christopher M. Frye, Esq., at Steidl & Steinberg, P.C. COLOR SPOT: No Payment to Unsecured Creditors in Proposed Plan -------------------------------------------------------------- Unsecured creditors of CSH Winddown, Inc., and its affiliates will receive no distribution under the companies' proposed Chapter 11 plan of liquidation. According to the plan filed on Sept. 20 with the U.S. Bankruptcy Court for the District of Delaware, holders of Class 4 general unsecured claims are deemed to reject the plan and, therefore, not entitled to vote. The plan proposes the liquidation of the companies' remaining assets and the distribution of the proceeds to creditors. The companies had earlier sold substantially all of their assets to Wells Fargo Bank, N.A., which offered a $84 million bid at the auction on July 19. The sale closed on August 17. According to the liquidating plan, in full satisfaction and discharge of Wells Fargo's remaining claim and in exchange for its consent to the use of the "wind-down assets" to pay allowed claims, the bank will be treated as a released party under the plan; will receive distributions of any excess cash after satisfaction in full of such claims; and will have the right to the return of any proceeds of the letters of credit. Moreover, its deficiency claim will be treated as an allowed general unsecured claim. The plan will be funded by the cash and cash equivalents held by the companies. A copy of the liquidating plan is available for free at: http://bankrupt.com/misc/deb18-11272-391.pdf About Color Spot Color Spot Holdings, Inc., through its subsidiaries, owns and operates nurseries. It was incorporated in 2007 and is based in Fallbrook, California. Color Spot Holdings and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 18-11272) on May 29, 2018. In the petitions signed by CEO Paul Russo, the Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Hon. Laurie Selber Silverstein presides over the Debtors' cases. The Debtors tapped Young Conaway Stargatt & Taylor LLP as their counsel; Raymond James & Associates, Inc., as investment banker; and Epiq Bankruptcy Solutions, Inc., as claims and noticing agent and administrative services advisor. COLUMBUS MCKINNON: S&P Raises ICR to 'BB-', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Getzville, N.Y.-based Columbus McKinnon Corp. to 'BB-' from 'B+'. The outlook is stable. S&P said, "At the same time, we raised our issue rating on the company's term loan and revolving facility to 'BB-' from 'B+'. The recovery rating remains '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery to lenders in the event of a default." The upgrade reflects steady improvement in operating performance and cash flows, which has led to better than expected credit measures. These positive developments come on the back of improvements across the company's end markets, including oil and gas, utility, and metals processing, which contributed to the improving metrics. S&P said, "The stable outlook on CMCO reflects our expectation that the company's end markets will continue to prove vigorous and that operational initiatives will keep its adjusted EBITDA margins in the mid-teens percent range. We expect adjusted debt-to-EBITDA leverage to remain between 3x-4x over the next 12-18 months, led by voluntary debt repayment in fiscal 2019. "We could consider downgrading CMCO if the company's credit metrics deteriorate such that its adjusted debt-to-EBITDA metric exceeded 4x and any near-term improvement appeared unlikely. This could occur if the company were to undergo sizable debt-funded acquisitions, repurchases that exceed our base-case forecasts in the near term, or if it failed to meet its publicly stated goal of repaying $60 million of debt in fiscal 2019. We could also consider a downgrade if unfavorable macroeconomic factors cause the company's sales to decline for a prolonged period and compress its operating margins. "Although unlikely over the next 12 months given our expectation that CMCO's S&P-adjusted debt to EBITDA will remain in the 3x-4x range, we could raise our ratings if the company demonstrates a willingness and ability to sustain leverage below 3x, even when incorporating some cushion for a downturn and the potential for acquisitions or share repurchases. As well, we would need to see a meaningful increase in scale of company operations in line with similarly rated peers." CONCORDIA INTERNATIONAL: Cinven No Longer 5% Shareholder -------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities reported that they have ceased to be the beneficial owners of more than five percent of the limited voting shares of Concordia International Corp. as of Sept. 6, 2018: Shares Percentage of Beneficially Outstanding Reporting Person Owned Shares ---------------- ------------ ------------- Cinven Capital Management (V) 21,873 0.04% General Partner Limited Cinen Capital Management (V) 21,873 0.04% Limited Partnership Incorporated Fifth Cinven Fund (No.1) 21,873 0.04% Limited Partnership Fifth Cinven Fund (No.2) 21,873 0.04% Limited Partnership Fifth Cinven Fund (No.3) 21,873 0.04% Limited Partnership Fifth Cinven Fund (No.4) 21,873 0.04% Limited Partnership Fifth Cinven Fund (No.5) 21,873 0.04% Limited Partnership Fifth Cinven Fund (No.6) 21,873 0.04% Limited Partnership Fifth Cinven Fund Co-Investment 21,873 0.04% Partnership Cinven Manco S.a.r.l 21,873 0.04% Fifth Cinven Fund FCP-SIF 21,873 0.04% CCM General Partner Limited 2,237 0.005% CCM Co-Invest Limited Partnership 2,237 0.005% CCM Mezzanine Co-Invest 2,237 0.005% Limited Partnership On Sept. 6, 2018, Concordia completed a recapitalization pursuant to which, among other things, Concordia's existing common shareholders, including the Reporting Persons, retained their common shares, subject to a 1-for-300 share consolidation and re-designation as limited voting shares, and Concordia issued new limited voting shares to third parties pursuant to a private placement transaction and pursuant to an exchange of certain unsecured debt of the Company for limited voting shares. A full-text copy of the regulatory filing is available at: https://is.gd/T7X1j4 About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Mississauga, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.59 billion for the year ended Dec. 31, 2017, compared to a net loss of US$1.31 billion for the year ended Dec. 31, 2016. As of June 30, 2018, Concordia had US$2.12 billion in total assets, US$4.25 billion in total liabilities and a total shareholders' deficit of US$2.13 billion. CONSIS INTERNATIONAL: Case Summary & 10 Unsecured Creditors ----------------------------------------------------------- Debtor: Consis International LLC 10650 W. State Road 84, Suite 204 Ft. Lauderdale, Fl 33324 Business Description: Consis International LLC -- https://www.consisint.com -- provides computer systems design and related services. Consis designs intelligent core business systems, front-end web tools, component solutions and innovative frameworks for the insurance industry by combining cutting-edge technology with the insurance chain value and best common practices applied to the emerging e-Business models. Consis was founded in August 1987 in Caracas, Venezuela. Chapter 11 Petition Date: October 2, 2018 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Case No.: 18-22233 Judge: Hon. John K. Olson Debtor's Counsel: Aleida Martinez Molina, Esq. WEISS SEROTA HELFMAN COLE & BIERMAN, PL 2525 Ponce de Leon #700 Coral Gables, FL 33134 Tel: 305-854-0800 Email: amartinez@wsh-law.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Oscar Carrera, manager. A copy of the Debtor's list of 10 unsecured creditors is available for free at: http://bankrupt.com/misc/flsb18-22233_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb18-22233.pdf COURTSIDE CONDOMINIUMS: Sale Process Delays Filing of Plan ---------------------------------------------------------- Courtside Condominiums, LC, asks the U.S. Bankruptcy Court for the District of Utah to extend the period during which the Debtor has the exclusive right to file a Chapter 11 plan by 120 days, through and including Jan. 28, 2019, and the period during which the Debtor has the exclusive right to solicit acceptances of a proposed Chapter 11 plan through and including March 29, 2019. The Debtor's main asset consists of an apartment complex located at 530 South 1200 West, Orem, Utah 84058. The Debtor intends to sell the Property either through a confirmed plan or through an order under Section 363 of the Code. Prior to the Petition Date, the Debtor located a potential purchaser for the Property at a sale price of $15,000,000, and intended to sell the Property through the bankruptcy process, believing the purchase price could pay all creditors in full. The Debtor filed a motion to retain Highland Commercial on August 23, 2018 as its broker, and a hearing on the motion is set for Oct. 9, 2018. The Debtor believes it is in the best interest of creditors and the estate to market the Property and sell it through a competitive auction after ZibalStar, LC and Gary Brinton filed their adversary complaint, alleging potential damages. Accordingly, the Debtor requires additional time to properly market and sell the Property. In addition, the Debtor's principals are in good faith negotiations with ZibalStar and Gary Brinton to resolve the dispute between the parties. About Courtside Condominiums Courtside Condominiums, L.C., owns an apartment complex in West Orem, Utah. Courtside Condominiums filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bank. D. Utah Case No. 18-24074) on June 1, 2018. In the petition signed by Robert Conte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Kevin R. Anderson. Ellen E. Ostrow, Esq., at Holland & Hart LLP, is the Debtor's counsel. DAVIS PULPWOOD: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Davis Pulpwood, Inc. 12630 County Road 17 Franklin, AL 36444 Business Description: Davis Pulpwood, Inc. is a privately held company in Franklin, Alabama in the lumber transportation business. Davis Pulpwood previously filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 17- 01956) on May 25, 2017. Chapter 11 Petition Date: October 2, 2018 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Case No.: 18-04004 Debtor's Counsel: Robert M. Galloway, Esq. GALLOWAY, WETTERMARK & RUTENS, LLP 3263 Cottage Hill Road P.O. Box 16629 Mobile, AL 36616-0629 Tel: (251) 476-4493 E-mail: bgalloway@gallowayllp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Diane T. Davis, vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/alsb18-04004.pdf DESTINY WORD: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- Destiny Word Ministries, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral as may be necessary to avoid immediate and irreparable harm, to pay the expenses set forth on the budget. The Debtor needs to use cash collateral on a daily basis to operate the Church, Academy and Property and without the use of same it will not be able to continue the ministry of the Church or care for the children of the Academy. Accordingly, the Debtor seeks permission to use the cash collateral for the purpose of paying necessary and ordinary expenses of operation, management of the Church, Academy and Property, and the expenses connected with the administration and protection of the estate as set forth on the budget. The proposed budget provides total cash out of approximately $148,841 for the month of October and $150,091 for the month of November 2018. Evangelical Christian Credit Union ("ECCU") asserts a security interest in, inter alia, the Debtor’s assets, including but not limited to, furniture, fixtures, inventory, general intangibles, money, accounts , account receivables and fixtures. The debt owed to the ECCU totals approximately $9,554,909 on two Notes which are secured by Security Agreements, and two Security Deeds on the Property. Since ECCU is secured by the Property and the Personal Property with a cumulative value of over $15,000,000. Thus, the Debtor claims that ECCU is over secured by more than $5,000,000 and is adequately protected. The Debtor agrees, however, to granting ECCU a post-petition replacement lien in the Collateral to the same extent that such liens exist and are valid pre-petition, if the Debtor is permitted to use Cash Collateral. A copy of the Debtor's Motion is available at http://bankrupt.com/misc/ganb18-64676-5.pdf About Destiny Word Ministries Founded in 1996, Destiny Word Ministries, Inc. -- https://www.destiny.city/ -- is a non-profit corporation which operates Destiny Metropolitan Worship Church, a mega Purpose-Driven church which is located at 1775 Water Place, Atlanta, GA 30339. The property consists of, inter alia, a former Sport's Life building, with 12.38 acres of land and 141,170 square feet of useable space. The property is located 2.4 miles from the Atlanta Braves Stadium built in 2017 in Cobb County and has a value of $13,000,000 or more. Destiny Word Ministries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-64676) on Aug. 31, 2018. In the petition signed by Lanette Crute, president and CEO, the Debtor disclosed $15,021,512 in assets and $9,661,388 in liabilities. ROGERS LAW OFFICES, led by Beth E. Rogers, serves as the Debtor's counsel. ENNIA CARIBE: Davis Polk Advises Foreign Representative of Firm --------------------------------------------------------------- Davis Polk advised the foreign representative of ENNIA Caribe Holding N.V. and certain of its subsidiaries in connection with petitioning the U.S. Bankruptcy Court for the Southern District of New York for recognition of ENNIA's restructuring proceedings in Curaçao in the United States under Chapter 15 of the U.S. Bankruptcy Code. ENNIA is an insurance company in Curaçao and St. Maarten that offers a wide variety of products, including life insurance, casualty insurance, health insurance and pensions. ENNIA is regarded as a systemically important insurer in Curaçao and St. Maarten because of its scale relative to the size of those countries and the degree to which the people of Curaçao and St. Maarten rely on pensions that ENNIA provides to supplement a limited government pension scheme. The Davis Polk restructuring team included partner Timothy Graulich and associates Adam L. Shpeen, Dylan A. Consla and Mary A. Prager. The litigation team included partner James I. McClammy and associate Andrew J. Pearlman. All members of the Davis Polk team are based in the New York office. ENPRO INDUSTRIES: Moody's Rates Sr. Unsec. Notes Due 2026 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to EnPro Industries, Inc.'s new senior unsecured notes due 2026. The issuance does not impact other ratings of EnPro, including its Ba3 corporate family rating. The ratings outlook is stable. Moody's assigned the following rating: Issuer: EnPro Industries, Inc. Proposed Senior Unsecured Notes due 2026, at B1 (LGD5) The existing Senior Unsecured Notes due 2022 will be withdrawn at close of the transaction. RATINGS RATIONALE The proposed notes issuance is leverage neutral given that the company will be using the net proceeds of the $350 million notes issuance together with borrowings under its revolving credit facility to fund the redemption of its existing $450 million senior notes due 2022. Pro forma for the transaction, last twelve months ended June 30, 2018 debt/EBITDA will remain unchanged at 2.7x. Moody's views the proposed notes issuance as a credit positive event because the composition of the company's debt structure has changed with the replacement of longer-term permanent debt with a greater proportion of pre-payable revolver borrowings. In addition, the company's nearest notes maturity will be extended to 2026 from 2022. The proposed $350 million senior unsecured notes due 2026 are being issued by the parent company EnPro Industries, Inc. with guarantees from material direct and indirect domestic subsidiaries. The B1 rating on the notes is one notch below the Ba3 CFR as the claim to the company's assets is effectively subordinated to EnPro's recently amended $350 million senior secured revolving credit facility that expires in 2023 (unrated). The revolving credit facility is secured by a first-security pledge of assets. EnPro's Ba3 corporate family rating reflects the company's good scale (approximately $1.5 billion revenue base), brand strength and end-market diversity ranging from heavy-duty trucking and general industrial to semiconductors, energy and power generation. The ratings also favorably consider EnPro's geographic diversity with slightly over 40% of revenues generated abroad. Many of the company's end-markets including semiconductors, general industrial, oil & gas, and metals and mining have seen positive end-market fundamentals that are expected to continue, more than offsetting softness in its industrial gas turbine business and profitability in its STEMCO business which serves the heavy-duty trucking industry. Approximately half of the company's business is aftermarket-related which adds a degree of revenue stability and predictability. The company's Speculative Grade Liquidity rating of SGL-2 denotes its expectation that the company will maintain a good liquidity profile over the next twelve to eighteen months characterized by reported free cash flow exceeding $50 million annually, good revolver availability and ample cash balances. The company is expected to maintain good headroom under its financial maintenance covenants while offshore assets provide a source of alternate liquidity. The stable outlook reflects the expectation that the company will grow revenues in the low single digit range over the next twelve to eighteen months due to positive end-market fundamentals and cost savings from restructuring actions while maintaining a good liquidity profile. The ratings could be upgraded if the company were to grow revenues above the mid-single digit level, debt-to-EBITDA were to improve to below 2.5x on a sustained basis, EBITA-to-interest were to improve to the 5.0x range, and free cash flow-to-debt were to exceed 15%. The ratings could be downgraded if financial leverage increases towards 4.0x and/or EBITA/interest coverage weakens to below 3.0x and is sustained at those levels, the company's financial policy becomes more aggressive through debt-financed share repurchases or dividends as well as significant erosion in its liquidity profile. Charlotte, North Carolina based EnPro Industries, Inc. (EnPro) manufactures and markets a variety of proprietary engineered products, including sealing products, heavy-duty truck wheel-end component systems; self-lubricating non-rolling bearing products; components and service for lubrication systems for reciprocating compressors; and engines and other engineered products for use in critical applications by industries worldwide. The company's revenues totaled approximately $1.5 billion for the twelve months ended June 30, 2018. The principal methodology used in this rating was Global Manufacturing Companies published in June 2017. EZTOPELIZ LLC: Plan Outline Okayed, Plan Hearing on Nov. 14 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida is set to hold an evidentiary hearing on Nov. 14 to consider the final approval of Eztopeliz, LLC's disclosure statement. If the court determines that the disclosure statement contains "adequate information," it will conduct a hearing on confirmation of the company's Chapter 11 plan of reorganization. The court on Sept. 20 conditionally approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order required creditors to file their objections and submit ballots of acceptance or rejection of the plan no later than seven days before the hearing. About Eztopeliz Eztopeliz, LLC, a real estate company, owns in fee simple a property located at 4600 & 4650 Dixie Hwy NE, Port Malabar Unit 1, with two parcels of vacant land located in Palm Bay, Florida. The property is valued by the company at $5 million. Eztopeliz, LLC, based in Cocoa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-03486) on June 12, 2018. In the petition signed by Jeffrey C. Unnerstall, managing member, the Debtor estimated $5 million in assets and $1.81 million in liabilities. David R. McFarlin, Esq., at Fisher Rushmer, P.A., serves as bankruptcy counsel to the Debtor. The Debtor filed in its case a Chapter 11 plan of reorganization and disclosure statement. FIRELANDS GROUP: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: The Firelands Group, LLC 2919 Crossing Court, Suite 2 Champaign, IL 61822 Business Description: The Firelands Group, LLC sells remotely controllable model vehicles, quadcopter and wireless drone cameras. The Firelands Group is an Illinois limited liability company with its principal place of business in Champaign, Illinois. Chapter 11 Petition Date: October 2, 2018 Case No.: 18-90996 Court: United States Bankruptcy Court Central District of Illinois (Urbana) Judge: Hon. Mary P. Gorman Debtor's Counsel: Michael P. O'Neil, Esq. TAFT STETTINIUS & HOLLISTER LLP One Indiana Square, Suite 3500 Indianapolis, IN 46204 Tel: 317-713-3500 Email: moneil@taftlaw.com Total Assets: $1,125,741 Total Liabilities: $2,815,399 The petition was signed by Michael Gillette, manager. 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/ilcb18-90996.pdf FIRST DATA: Moody's Affirms Ba3 Corp. Family Rating, Outlook Pos. ----------------------------------------------------------------- Moody's Investors Service affirmed First Data Corporation's Corporate Family and Probability of Default ratings of Ba3 and Ba3-PD, respectively. In addition, Moody's assigned a Ba2 rating on the proposed senior secured credit facilities while downgrading the second lien notes rating to B2 from B1. The rating outlook has been revised to positive from stable. Net proceeds from the upsized credit facilities is expected to be used primarily to redeem at least $2.4 billion of the $3.4 billion 7% Senior Unsecured Notes due 2023, which are callable on December 1, 2018. RATINGS RATIONALE The positive outlook reflects Moody's view that First Data's adjusted debt leverage will steadily improve to 4.5x by the end 2020 from 6.0 times as of the last twelve months ending June 30, 2018. Over the next two years, Moody's expects First Data to prioritize reducing leverage while tempering M&A spending given its already large scale and comprehensive set of payment solutions. First Data's leverage improvement will be driven by a combination of gross debt reduction and at least mid-single digit percentage EBITDA growth. Profitability should improve with operating leverage gained from higher transaction and card issuance volumes. Moody's expects First Data will use the majority of its free cash flow, estimated to approach $1.5 billion in 2018 (and exceeding $1.5 billion in 2019), to repay debt. The downgrade of the second lien notes reflects the increased proportion of first lien debt in the capital structure and lower loss absorption cushion that will arise from the expected redemption of the Unsecured Notes. To the extent that the proportion of secured debt further increases before significant de-leveraging, the ratings on the first lien debt could be pressured. The Ba3 CFR is supported by First Data's size, scale, and market position as the leading merchant acquirer in the U.S. with a strong bank alliance network. Moody's expects First Data's profitability will benefit from double-digit revenue growth in international markets, where card usage penetration opportunities are greater than in the US, and the continuing shift to electronic payments. In addition, First Data's revenue growth should be spurred by sales and product investments for new payment, data analytic, and security solutions, as well as the growth of credit card issuer processing. The ratings could be upgraded if First Data achieves at least low-to-mid-single digit revenue and profit growth on a sustained basis and Moody's expects adjusted debt to EBITDA will decrease to 4.5 times with free cash flow to debt around 10%. The ratings could be downgraded if revenue or profitability declines, free cash flow to debt falls to the mid-single digit percentage, or First Data suffers a significant loss of market share due to emerging payment technologies. Downward pressure could also arise if First Data were to deviate from its de-leveraging plans by boosting shareholder returns or engaging in elevated M&A activity. Ratings Affirmed: Issuer: First Data Corporation Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Senior Secured Bank Credit Facilities, Ba2 (LGD3) Senior Secured First Lien Notes, Ba2 (LGD3) Senior Unsecured Notes, B2 (LGD6) Speculative Grade Liquidity Rating, SGL-1 Ratings assigned: Issuer: First Data Corporation Senior Secured Revolving Credit Facility, Ba2 (LGD3) Senior Secured Term Loan A, Ba2 (LGD3) Rating downgraded: Issuer: First Data Corporation Senior Secured Second Lien Notes, B2 (LGD5) from B1 (LGD5) Outlook Actions: Issuer: First Data Corporation Outlook, revised to positive from stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With projected total annual consolidated revenues approaching $10 billion, First Data is a leading provider of electronic commerce and payment processing solutions for financial institutions and merchants worldwide. FIRSTENERGY SOLUTIONS: FENOC Key Employee Retention Plan Junked --------------------------------------------------------------- Bankruptcy Judge Alan M. Koschik denied FirstEnergy Solutions Corp.'s motion for authority to continue and make payments due and owing under the FirstEnergy Nuclear Operating Company's (FENOC) 2018 Key Employee Retention Plan (KERP) with leave to amend. The Debtors bear the burden of proving that the 2018 FENOC KERP is a sound exercise of their business judgment and is justified by the facts and circumstances of the case. Among several criteria that courts review in evaluating whether debtors have made such an evidentiary showing are whether the plan bears a reasonable relationship to its purpose, whether it is fair and reasonable or instead discriminates unfairly, and whether it is consistent with industry standards. The evidence does not show that the Debtors satisfy these criteria in this case, and the Court finds that the Debtors' own caginess in presenting their evidence is a significant reason for that. The 2018 FENOC KERP excludes employees the Debtors expressly found to be critical, marketable, and difficult to replace. The plan also leaves the Debtor with too much discretion to choose KERP participants without meaningful disclosure of those decisions to the creditors or the Court. Finally the evidence supports a finding that the Debtors' 2018 FENOC KERP relies too often on stereotypes instead of reasonable judgment. It is undisputed that the proposed KERP discriminates between union and non-union personnel, with more than 70 percent of non-union employees qualified to receive bonus payments equal to at least 60 percent of their annual salary, while no union employees would receive any bonus. The burden is on the Debtors to prove a sound business reason for this discrimination, i.e., that this discrimination was not unfair. They did not do so. The evidence also suggests that the bonuses the Debtors propose to pay to participants in the 2018 FENOC KERP are higher than those offered to participants in other comparable retention plans in the nuclear industry, in particular, where a nuclear plant shutdown looms. At the same time, the Debtors' proposed retention plan excludes more employees that other electricity producers appear to do in similar situations. For these reasons, the Court will not approve the 2018 FENOC KERP as being a reasonable exercise of the Debtors' business judgment or justified by the facts and circumstances of their bankruptcy cases. However, the Motion is denied with leave to amend. The Court will not enter an order implementing this Memorandum Decision immediately in order to allow the Debtors a reasonable opportunity to amend the 2018 FENOC KERP and seek approval of that revised retention plan after further hearing on the Motion. The bankruptcy case is in re: In re FIRSTENERGY SOLUTIONS CORP., et al., Chapter 11, Debtors, Case No. 18-50757 (Jointly Administered) (Bankr. N.D. Ohio). A copy of the Court's Memorandum Decision dated Sept. 18, 2018 is available at https://bit.ly/2xK8e7g from Leagle.com. FirstEnergy Solutions Corp., Debtor, represented by Julie Anderson Bickis , c/o Stark & Knoll Co. LPA, Kate M. Bradley -- kbradley@brouse.com -- Brouse McDowell, Kate Doorley, Akin Gump Strauss Hauer & Feld LLP, John Cleaveland Fairweather -- jfairweather@brouse.com -- Brouse McDowell, Matthew A. Feldman, Willkie Farr & Gallagher LLP, Bridget Aileen Franklin -- bfranklin@brouse.com -- Brouse & McDowell, LPA, Kathy Jo Kolich, Kolich & Associates, LLC,Richard W. Mancino, Willkie Farr & Gallagher LLP, Michael Flynn McBride, Van Ness Feldman, LLP, Marc Merklin, Brouse McDowell, LPA, Orville L. Reed, Stark & Knoll Co., LPA & David Lynn Yaussy, Spilman Thomas & Battle PLLC. United States Trustee, U.S. Trustee, represented by Tiiara N.A. Patton, United States Department of Justice Office of the United States Trustee. Enerfab Power & Industrial, Inc, Creditor Committee, represented by Kim Martin Lewis, Dinsmore & Shohl LLP. PKMJ Technical Services, Inc. dba Rolls-Royce, Creditor Committee, represented by Robert C. Folland, Barnes & Thornburg LLP. Schwebel Baking Company, Creditor Committee, represented by Richard M. Bain, Meyers, Roman, Friedberg & Lewis & David M. Neumann, Meyers, Roman, Friedberg & Lewis. About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and the Debtors have requested that their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FYBOWIN LLC: Exclusive Filing Period Extended Until Dec. 3 ---------------------------------------------------------- The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania, at the behest of Fybowin, LLC and its debtor affiliates, has extended the Initial Exclusive Filing Period to and through December 3, 2018, as well as the Initial Solicitation Exclusivity Period to and through February 1, 2019. Judge Taddonio has also extended the Deadline to File a Plan and Disclosure Statement to and through December 3, 2018, without prejudice to the rights of the Debtors to seek additional extension of time to file a chapter 11 plan and disclosure statement. About Fybowin LLC Fybowin, LLC, which conducts business under the name Rivertowne, is a privately-held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. The company, one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Fybowin sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-21803) on May 4, 2018. On May 7, 2018, the company's affiliates Fybomax Inc., Fybo Management Inc., Rivertowne Growth Group LLC and Occupy Rivertowne LLC filed for Chapter 11 protection (Bankr. W.D. Pa. Case Nos. 18-21870 to 18-21873). The cases are jointly administered with Fybowin's. Fybowin, LLC, estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Gregory L. Taddonio presides over the cases. Whiteford, Taylor & Preston, LLP, serves as the Debtors' legal counsel. GIBSON BRANDS: Plan of Reorganization Confirmed ----------------------------------------------- Gibson Brands, Inc., disclosed that the U.S. Bankruptcy Court for the District of Delaware has confirmed the Company's plan of reorganization, which has the unanimous support of all of the Company's key stakeholders. This represents the final legal step before Gibson can emerge from Chapter 11, which is expected in early November 2018. "Today's confirmation of our plan of reorganization is a significant milestone toward completing our restructuring and beginning a new chapter for Gibson as a stronger company with essentially no debt and a bright future," said Brian Fox, Gibson's Chief Restructuring Officer. "Focusing on our iconic brands and core musical instruments, Gibson is poised to continue as one of America's premier manufacturers of musical instruments with a clear path that will benefit our customers, business partners and employees over the long term." As previously disclosed, Gibson's plan of reorganization will allow the Company's Musical Instruments and Professional Audio businesses to continue to design, build, sell, and manufacture legendary Gibson and Epiphone guitars, as well as KRK and Cerwin Vega studio monitors and loud speakers. The plan provides funding for the musical instrument and professional audio businesses, supports the Company's key vendors, and suppliers, and provides for the restructuring of the Company's balance sheet. Gibson expects to emerge from Chapter 11 with a capital structure that will allow for investment in the business, materially less debt, and a leaner and stronger musical instruments-focused platform that will position the Company for long-term growth in collaboration with all of its artist partners, employees, vendors, customers and other critical stakeholders. Mr. Fox continued, "As Gibson moves forward, we would like to thank our employees, customers and business partners for continuing to support the Company and its iconic brands throughout this process. There is much to look forward to as Gibson embarks on its next chapter." Alvarez and Marsal is serving as Gibson's restructuring advisor; Jefferies LLC is its financial advisor and Goodwin is providing legal counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel, and PJT Partners is the financial advisor, to the ad hoc group of unaffiliated noteholders that is supporting the Company's restructuring. About Gibson Brands Founded in 1894 and headquartered in Nashville, Tennessee, Gibson Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries design and manufacture guitars and other fretted instruments. Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45, Hummingbird, and ES-335, among others. Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In the petition signed by CEO Henry E. Juszkiewicz, Gibson Brands estimated $100 million to $500 million in assets and liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors tapped Goodwin Procter LLP as their lead counsel; Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez & Marsal North America, LLC as restructuring advisor; Brian J. Fox, managing director of Alvarez & Marsal North America LLC, as chief restructuring officer; Jefferies LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal counsel, and PJT Partners is the financial advisor, to the ad hoc group of unaffiliated noteholders that is supporting the Debtors' restructuring. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on May 9, 2018. The Committee tapped Lowenstein Sandler LLP as its legal counsel; and FTI Consulting serves as financial advisor. GREATER CLEVELAND: Exclusivity Period Extended to Nov. 16 --------------------------------------------------------- The Hon. Catharine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina, at the behest of Greater Cleveland Avenue Christian Church, has granted the Debtor an extension of the exclusivity period within which to file its Plan of Reorganization and Disclosure Statement for a period of 90 days up to and including Nov. 16, 2018 and up to and including Feb. 14, 2019 to have its Plan of Reorganization confirmed. The Court finds good cause exists to provide the Debtor a 90-day extension of the exclusivity period within which to file its Plan of Reorganization and Disclosure Statement. Specifically, the Court determines that (a) the Debtor has decreased its expenses in that the Pastor of the church will no longer receive a salary after the pay period ending October 2, 2018; (b) the Pastor's income will consist solely of love offerings from the congregation of the church; (c) the Debtor has also made at least one voluntary payment, post-petition, to Apex Bank and has escrowed two additional payments totaling $25,000 in the trust account of Debtor's counsel; and (d) the Debtor is also seeking take-out financing and has received a Letter of Intent from at least one lender and will continue its efforts to secure financing. About Greater Cleveland Avenue Christian Church Greater Cleveland Avenue Christian Church is a non-profit religious organization in Winston-Salem, North Carolina. Greater Cleveland Avenue Christian Church sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 18-50410) on April 20, 2018. Bishop Sheldon M. McCarter, member and pastor, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Catharine R. Aron presides over the case. Samantha K. Brumbaugh, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is the Debtor's legal counsel. GREENCROFT OBLIGATED: Fitch Affirms BB+ on $42.63MM Revenue Bonds ----------------------------------------------------------------- Fitch Ratings affirms the 'BB+' rating on the following bonds issued by the Indiana Finance Authority on behalf of Greencroft Obligated Group (GOG): -- $42.63 million revenue bonds, series 2013A. The Rating Outlook is Stable. SECURITY The bonds are secured by a mortgage on GOG's facilities, a gross revenue pledge, and a debt service reserve fund. KEY RATING DRIVERS LONG OPERATING HISTORY: A key credit strength is GOG's long operating history in each of its three service areas, which dates back to 1967. GOG's unit mix is comprised of a higher proportion of assisted living and skilled nursing units relative to other continuing care retirement communities (CCRCs), which helps serve as a differentiator in a somewhat competitive marketplace. RELATIONSHIP WITH GREENCROFT COMMUNITIES: Each member of GOG (Greencroft Goshen, Southfield Village, and Hamilton Grove) is affiliated with Greencroft Retirement Communities (GRC), which serves as the sole corporate member and manager and provides various benefits such as financial planning, budgeting, and management expertise. The strong relationship dates back to the founding of each affiliate and each obligated group (OG) member has entered into an affiliation contract with GRC into perpetuity, which Fitch views favorably. SUFFICIENT LIQUIDITY POSITION: GOG improved its unrestricted cash and investment position to $26.59 million in fiscal 2018 (draft audit), which translates into 291 days cash on hand (DCOH), 38.6% cash to debt, and 5.0x cushion ratio. These metrics remain sufficient to support a 'BB+' rating level and are on par with Fitch's below investment grade (BIG) medians of 292 DCOH, 32% cash to debt, and 4.5x cushion ratio. LOWER BUT STILL SOLID CENSUS: Occupancy for assisted and skilled nursing has fallen due to staffing challenges arising from a tight labor market in GOG's service area, although demand remains strong. In fiscal 2018, GOG averaged 90.6% in independent living units (ILUs), 87.8% in assisted living units (ALUs), and 85.6% in its skilled nursing facilities (SNFs), slightly down from 2017, but still solid. Management is addressing the staffing levels through wage adjustments and more efficient utilization of staff at all three CCRCs. Occupancy levels are trending up and census remains sufficient to support stable operations. ELEVATED, BUT MANAGEABLE LONG-TERM LIABILITIES: Although slightly elevated, GOG's debt burden remains manageable as evidenced by maximum annual debt service (MADS) equating to 13.9% of fiscal 2018 total revenues which compares favorably to Fitch's 'BIG' median of 16.5%, yet still remains weaker than Fitch's 'BBB' category median of 12.5%. Coverage remains comfortable for the rating level with 1.7x MADS coverage and 1.4x revenue-only coverage in fiscal 2018. RATING SENSITIVITIES OPERATING PERFORMANCE: Any weakened operating performance which results in lower coverage levels or a deteriorating liquidity position could lead to negative rating pressure given Greencroft Obligated Group's elevated debt burden and modest coverage levels from low entrance fees from turnover units. Alternatively, improved profitability that leads to strengthened liquidity may lead to positive rating movement. CREDIT PROFILE GOG is comprised of three separate Type-C CCRCs: Greencroft Goshen (GG) which is located in Goshen, IN; Southfield Village (SV) located in Hamilton, IN; and Hamilton Grove (HG) located in New Carlisle, IN. The total OG consists of 405 ILUs, 188 ALUs, and 341 SNF beds. GOG had total operating revenues of $37.87 million in fiscal 2018. All three OG campuses are part of and managed by GRC, which also provides management services for four additional retirement communities outside of the OG, with about 2,000 residents. GOG provides very limited financial support to other non-obligated members of GRC, with only $920,784 of advances to affiliates outstanding at the end of fiscal 2018. Fitch's analysis utilizes the draft audit for fiscal 2018. LONG OPERATING HISTORY AND RELATIONSHIP WITH GRC GOG has a long history of operating in each of its three core markets dating back to 1967, which Fitch views as a key credit strength. Additionally, GOG's strong relationship with GRC is viewed favorably. The close relationship dates back to the founding of each affiliate, with the longest being 50 years, and all OG members have entered into perpetual affiliation contracts with GRC. Furthermore, management fees paid to GRC are subordinate to debt service, which is viewed positively and affords GOG additional financial flexibility. However, the bond covenants and Fitch do not exclude the GRC management fees from their definitions of funds available for debt service, resulting in lower reported coverage levels. Fitch views GOG's service line diversity as a credit strength as a greater proportion of ALU and SNF revenues provide differentiation in its competitive market. Furthermore, higher exposure to ALU and SNF revenues allow GOG to be less reliant on entrance fees from turnover units, and translates into consistent core earnings and strong revenue-only coverage levels. Somewhat offsetting this benefit, GOG's is more susceptible to governmental reimbursement changes and funding reductions due to heavy reliance on SNF revenues and its high concentration to Medicaid (50.3% of SNF net revenues). SUPPLEMENTAL MEDICAID PAYMENTS GOG continues to benefit from participation in the state of Indiana's intergovernmental transfer (IGT) program (now in their third full year of participation). Under this program, GOG is able to leverage supplemental payments by leasing its three SNFs to a government owned healthcare provider, Woodlawn Hospital (located in Rochester, IN). Woodlawn Hospital owns the SNF's operating licenses and is a party to GOG's Medicaid provider agreements. GOG remains the manager of the facilities through a management services agreement. This structure allows GOG to share the additional upper payment limit funds with Woodlawn Hospital. The annual benefit for GOG from the IGT program is about $2.4 million. This funding mechanism is not expected to change in the near term, although either party has the ability to terminate the agreement without cause with 90 days written notice. While Fitch expects GOG to continue to benefit from supplemental Medicaid funding, it does not anticipate positive rating movement due to this factor during the next 12 months. Accounting for the new structure somewhat depresses operating revenue and expenses, thereby effecting certain financial ratios and making comparability to prior periods and other CCRCs a challenge. CENSUS LEVELS AND FINANCIAL POSITION Although demand for services remains strong, census in 2018 has dropped slightly. Occupancy for ALUs was down 3.7% to 87.8% from 91.5% and for skilled nursing was down 3.8% to 85.6% % from 89.4% due to staffing challenges that have resulted from a very tight labor market in GOG's service area. Independent living census in 2018 was down 2.0% to 90.6% from 92.6%. Management is addressing the staffing levels at the ALUs and SNFs through wage adjustments and more efficient utilization of staff at all three CCRCs. Occupancy levels are trending up and census remains sufficient to support stable operations. Fitch assumes additional employee costs will be offset by improved census. Operating performance has remained stable and consistent with the 'BB+' rating. In fiscal 2018, GOG had a 91.5% operating ratio, 17.6% net operating margin, and 0.8% excess margin which all compare favorably to Fitch's BIG medians of 101.6%, 5.1%, and negative 1.3%, respectively. Additionally, GOG's unrestricted cash and investment position improved to $26.6 million in fiscal 2018 from $25.5 million in fiscal 2017 reflecting continued solid operating performance. This translates into 291 DCOH, 38.6% cash to debt, and 5.0x cushion ratio which all are on par or better than the BIG medians of 291, 32.1%, and 4.5x, respectively. LONG-TERM LIABILITY PROFILE The $42.6 million in series 2013A bonds are fixed-rate and have a final maturity of November 2043. In addition to the series 2013A, GOG has approximately $28.5 million outstanding in variable-rate direct placement bonds with Huntington National Bank, which are swapped to a synthetic fixed-rate. The 2013B bonds also have a final maturity date of November 2043 and Huntington has agreed to hold the bonds until at least Nov. 15, 2023 when there is an optional call date. The two series of bonds carry a MADS of approximately $5.3 million. GOG's debt burden remains elevated, but manageable as MADS equates to 13.9% of total fiscal 2018 revenues which compares favorably to Fitch's BIG median of 16.5%. Additionally, debt to net available remains high at 9.1x but is favorable to the BIG median of 9.8x. GOG's low entrance fees from turnover units produced MADS coverage of 1.7x in fiscal 2018, which compares favorably to the BIG medians of 1.3, and core operations produced a strong 1.4x revenue-only coverage which remains well-ahead of BIG median of 0.8x. GUMP'S HOLDINGS: Auction of IP Assets on Oct. 17 ------------------------------------------------ Gump's Holdings, LLC and its affiliates Gump's Corp. and Gump's By Mail, Inc., announced that they will sell at absolute auction all of their right, title and interest in its trade names, trademarks, customer lists and other intellectual property, subject to certain temporary use rights granted to its bankruptcy liquidators through 2018 and certain other rights limited to Asia. Any or all executory contracts and unexpired leases, including the lease of Gump's 135 Post Street, San Francisco, California location, are also available for purchase at the auction. Gump's Corp. owns and operates the iconic Gump's department store near Union Square in San Francisco. The store is one of the longest-operating gifts, jewelry and luxury home furnishing retailers in the United States. The auction shall take place in the United States Bankruptcy Court for the District of Nevada on Oct. 17, 2018 at 10:00 a.m. Pacific time. Bids are due on or before October 10, 2018 at 5:00 p.m. Pacific time. Interested parties should contact either Brendan Murphy, bmurphy@lincolninternational.com or Carl Comstock, ccomstock@lincolninternational.com at Lincoln International, LLC, 444 Madison Avenue, Suite 300, New York, NY 10022, (212) 257-7751. About Gump's Holdings Gump's Holdings, LLC -- http://www.gumps.com/-- operates as a holding company. The company, through its subsidiaries, sells furniture, lighting, rugs, linens, apparel and jewelry. Gump's Holdings, Gump's Corp. and Gump's By Mail, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-14683 to 18-14685) on Aug. 3, 2018. In the petitions signed by Tony Lopez, CFO and chief operating officer, the Debtor disclosed these assets and liabilities: Assets Liabilities ------------ ------------ Gump's Holdings, LLC $47,031 $16,456,335 Gump's Corp. $9,812,318 $23,713,258 Gump's By Mail, Inc. $4,198,319 $23,755,942 The Debtors tapped Garman Turner Gordon LLP as counsel, and Lincoln Partners Advisors LLC as financial advisor. Donlin, Recano & Company Inc. is the claims and notice agent. HAWAIIAN SPRINGS: Court Confirms 1st Amended Joint Chapter 11 Plan ------------------------------------------------------------------ Bankruptcy Judge Robert J. Faris issues his findings of fact and conclusions of law in support of order confirming Hawaiian Springs, LLC and the Official Committee of Unsecured Creditors' first amended joint chapter 11 plan of reorganization dated as of August 27, 2018. The Court finds that the Joint Plan provides adequate and proper means for the Joint Plan's implementation through the PEMCO Exit Funding. The Court finds the settlement provisions of the Joint Plan to be reasonable, fair and equitable. The Plan Proponents have demonstrated adequate assurance of future performance with respect to any assumed executory contracts and leases. The Landlord's objections to confirmation of the Joint Plan and the assumption of the Keaau Lease and the Power Purchase Agreement have been overruled. The Plan Proponents have also exercised sound and considered business judgment in the formulation of the Joint Plan. The Plan Proponents have demonstrated sound business purpose and justification for the Joint Plan, pursuant to Bankruptcy Code section 363(b). The Plan Proponents have proposed the Joint Plan in good faith and not by any means forbidden by law, thereby satisfying section 1129(a)(3) of the Bankruptcy Code. The good faith of the Plan Proponents are evident from the facts and records of this case, the Disclosure Statement and the hearings thereon, and the record of the Confirmation Hearing and other proceedings held in this case. The Joint Plan was proposed with the legitimate and honest purpose of maximizing the value of the Debtor's Estate and to effectuate a successful reorganization of the Debtor. The Joint Plan also satisfies section 1129(a)(7) of the Bankruptcy Code. The liquidation analysis provided in the Disclosure Statement (a) is persuasive and credible, (b) has not been controverted by other evidence, and (c) establish that each holder of a Claim or Equity Interest in an impaired Class either has accepted the Joint Plan or will receive or retain under the Joint Plan, on account of such Claim or Equity Interest, property of a value, as of the Effective Date, that is not less than the amount that holder would receive or retain if the Debtor was liquidated under chapter 7 of the Bankruptcy Code on such date. The bankruptcy case is in re: HAWAIIAN SPRINGS, LLC, Chapter 11, Debtor and Debtor-in-possession, Bk. No. 17-01348 (Bankr. D. Haw.). A full-text copy of the Court's Findings dated Sept. 17, 2018 is available at https://bit.ly/2OUbu6C from Leagle.com. Hawaiian Springs, LLC, Debtor, represented by Chuck C. Choi, CHOI & ITO & Allison A. Ito, CHOI & ITO. Office of the U.S. Trustee., U.S. Trustee, represented by Curtis B. Ching , Office of The United States Trustee. Official Committee of Unsecured Creditors, Creditor Committee, represented by Susan Tius , Rush Moore LLP. About Hawaiian Springs Hawaiian Springs, LLC -- https://www.hawaiianspringswater.com/ -- is a manufacturer and distributor of bottled spring water based in Honolulu, Hawaii. The company's water is drawn from an artesian well in the little town of Kea'au. It began its operations in February 1995 serving the island and other Asian market. Hawaiian Springs sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 17-01348) on Dec. 29, 2017. In the petition signed by CEO Tamiko Broms, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Robert J. Faris presides over the case. Hawaiian Springs hired Choi & Ito as its legal counsel. The Official Committee of Unsecured Creditors tapped Rush Moore LLP, as attorney. HCB ENTERPRISES: Unsecured Creditors to Get 15% Under Plan ---------------------------------------------------------- HCB Enterprises LLC filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement explaining its Chapter 11 plan dated September 19, 2018. The Disclosure Statement provides that the impaired Class 1 claim consists of a Secured Claim in favor of Stearns Bank, N.A., consist of a lien on all the Debtors restaurant property located at 4441 Bass Pro Drive #700, Garland, TX 75043, which is believed to be secured by a UCC Lien. Class 1 will be treated according to these terms: (a) On the Effective Date, the Loan Documents shall no longer remain in full force and effect. The Holder of the Class 1 claim shall be impaired and will be fully satisfied by the surrender of all the restaurant related property, which shall constitute the indubitable equivalent of its secured claim. (b) Principal Balance. The principal balance of the Class 1 claim upon the surrender of all the restaurant related property located at 4441 Bass Pro Drive #700, Garland, TX 75043 shall reduce the claim to zero dollars, which shall constitute the indubitable equivalent of its secured claim. (c) Lien. From and after the Confirmation Date, the Holder of the Class 1 Claim shall release all liens as surrender of the all the restaurant related property at the restaurant location 4441 Bass Pro Drive #700, Garland, TX 75043, which shall constitute the indubitable equivalent of its secured claim. The recording of the confirmation order in any county recorder or secretary of states office shall release any lien that is recorded such as instrument number 2017-0198201 recorded on May 17, 2017 in the records of the County of Riverside, California. (d) Valuation. The Class 1 Secured Claim shall be revalued on the effective date of this Plan, pursuant to sections 1123 and 506 of the Bankruptcy Code, in accordance with the valuation of such property as set forth in the Plan. (e) Unsecured Portion of the Claim: Any amount of a Class 1 claim that is deemed to be unsecured in accordance with paragraph (b) above shall be afforded the treatment set forth in Class 3 below. Class 2: The impaired Class 2 claim consists of a Secured Claim in favor of North State Bank consist of a lien on all the Debtors restaurant property located at CubeSmart Self Storage, 1010 Jupiter Road, Plano, TX 75074, which is believed to be secured by a UCC Lien. Class 2 will be treated according to these terms: (a) On the Effective Date, the Loan Documents shall no longer remain in full force and effect. The Holder of the Class 2 claim shall be impaired and will be fully satisfied by the surrender of all the restaurant related property, which shall constitute the indubitable equivalent of its secured claim. (b) Principal Balance. The principal balance of the Class 2 claim upon the surrender of all the restaurant related property located at CubeSmart Self Storage, 1010 Jupiter Road, Plano, TX 75074 shall reduce the claim to zero dollars, which shall constitute the indubitable equivalent of its secured claim. (c) Lien. From and after the Confirmation Date, the Holder of the Class 2 Claim shall release all liens as surrender of the all the restaurant related property at the restaurant location CubeSmart Self Storage, 1010 Jupiter Road, Plano, TX 75074, which shall constitute the indubitable equivalent of its secured claim. The recording of the confirmation order in any county recorder or secretary of states office shall release any lien that is recorded. (d) Valuation. The Class 2 Secured Claim shall be revalued on the effective date of the Plan, pursuant to sections 1123 and 506 of the Bankruptcy Code, in accordance with the valuation of such property as set forth on paragraph (b) of the Plan. (e) Unsecured Portion of the Claim: Any amount of a Class 2 claim that is deemed to be unsecured in accordance with paragraph (b) above shall be afforded the treatment set forth in Class 3. Class 3: General Unsecured Claims. Class 3 Claims consist of the General Unsecured Claims against the Debtor. General unsecured claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code. Holders of allowed General Unsecured Claims shall receive, in full and final satisfaction of such allowed Class 3 claims, their pro rata share of both: (a) the Debtor’s single plan payment contribution from its members' of $2,500.00, which the Debtor estimates to be 15% of such creditor's claim; or and (b) upon completion of the litigation against Dickey's and the occurrence of the effective date, payment of the proceeds from the litigation, up to 100% of all allowed General Unsecured Claims. If creditors do not object to the Plan and by doing so, elect to receive a single payment, and the Dickey’s litigation does not result in a meaningful recovery for the Debtor, unsecured creditors may only receive a pro rata distribution in this case of $2,500. Class 3 is impaired. Holders of the Class 3 claim are entitled to vote to accept or reject this Plan If no objections are filed to the Plan, the Debtor may elect to make no distributions to General Unsecured Creditors. If creditors do not object to the Plan and elect to receive a single payment, and the Dickey's Litigation does not result in a meaningful recovery for the Debtor, Unsecured Creditors may not receive any additional distribution in this Chapter 11 case. On the Effective Date payments and distributions under the Plan will be funded by the Debtor's surrender of its collateral to the secured creditors' in Class 1 and 2 for full satisfaction of their claims. Payments to Class 3 creditors under the Plan will be a single contribution from the Debtor's members' of $2,500 and enhanced by the potential of recovery from the Dickey's litigation which is not expected to commence until after the Plan is confirmed. The Court has directed that the Plan Confirmation Hearing is set for October 23, 2018, at 9:30 AM. Written objections to confirmation of the Plan must be submitted on or before October 16, 2018 at 5:00 p.m. (prevailing Pacific time). A copy of the Disclosure Statement from PacerMonitor.com is available at https://tinyurl.com/yclybl27 at no charge. About HCB Enterprises Based in Las Vegas, Nevada, HCB Enterprises LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 18-15551) on Sept. 17, 2018, with estimated assets and liabilities at $500,001 to $1 million. The petition was filed by Shaun Martin, the Debtor's manager. HD SUPPLY: Moody's Rates Unsec. Notes Due 2026 Ba3, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to HD Supply, Inc.'s proposed senior unsecured notes due 2026. Proceeds from notes issuance and borrowings, if needed, under the company's asset-based revolving credit facility will be used to redeem company's existing 5.75% $1.0 billion senior unsecured notes due 2024, at which time the Ba3 rating assigned to these notes will be withdrawn. Cash on hand will be used for make-whole premium, accrued interest and related fees and expenses. Moody's anticipates pricing to be slightly lower than the existing notes' rate, which increases to 7.0% per annum effective April 1, 2019. HDS's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating, and Ba2 rating assigned to its senior secured term loans maturing 2021 and 2023 are not impacted by this transaction. Rating outlook is stable. The following ratings/assessments are affected by the action: Assignments: Issuer: HD Supply, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) RATINGS RATIONALE HD Supply, Inc.'s Ba2 Corporate Family Rating is not impacted by the notes issuance in a leveraged-neutral transaction. Modest interest savings will not materially affect key debt credit metrics over the next 12 to 18 months. Moody's projects revenues of about $6.2 billion by late 2019, resulting in interest coverage, measured as adjusted EBITA-to-interest expense, of 4.6x over its time horizon, and adjusted leverage of 2.6x by late 2019 as well. Ba3 rating assigned to HDS's senior unsecured notes due 2026, one notch below Corporate Family Rating, results from their effective subordination to company's bank debt. These notes are in a first-loss position in a recovery scenario relative to HDS's secured debt. HDS's material domestic subsidiaries provide upstream guarantees. HD Supply, Inc., headquartered in Atlanta, GA, is one of the largest North American industrial distributors of products and services for maintenance, repair and operations, and specialty construction. Annualized revenues approximate $6.0 billion. The principal methodology used in this rating was Distribution and Supply Chain Services Industry published in June 2018. HERTZ CORP: DBRS Confirms BB (low) Long Term Issuer Rating ---------------------------------------------------------- DBRS, Inc. confirmed the Long-Term Issuer Rating of The Hertz Corporation at BB (low), and the Long-Term Senior Debt Rating at B (high). The trend for all ratings remains Negative. Additionally, DBRS maintained Hertz's Support Assessment of SA3, which results in the Company's Intrinsic Assessment to be equalized with the Long-Term Issuer Rating at BB (low). KEY RATING CONSIDERATIONS The confirmation of Hertz's ratings reflects the Company's top-tier global rental car franchise including strong market positions in the U.S. on-airport and international markets. The ratings also consider the Company's weak earnings generation capacity, highly leveraged balance sheet, and satisfactory funding and liquidity positions. Additionally, Hertz maintains a high level of encumbered assets, which limits its financial flexibility. Overall, DBRS views Hertz's funding and leverage profiles as constraints to its ratings. The Negative trend considers the continuing challenges the Company faces in attaining sustained improvement in its earnings generation. RATING DRIVERS Sustained improvement in the trajectory of earnings, underpinned by higher revenues, improved efficiencies, and sound fleet utilization could result in Hertz's ratings returning to a Stable trend. Conversely, a return to a negative trajectory in the Company's earnings, a notable decline in the U.S. on-airport market share, or a weakening liquidity profile could result in the ratings being lowered. RATING RATIONALE The ratings reflect Hertz's strong rental car franchise including its top-tier positions in both the U.S. on-airport and international markets. The Company, which is one of the largest rental car companies in the world, provides vehicle rental services through approximately 10,200 corporate and franchise locations. Importantly, the Hertz, Dollar, and Thrifty brands are well-established in the industry and have significant market recognition in their segments. Although a moderately sized component of the overall franchise, the Company's Dunlin business has a solid market position within the commercial fleet management sector. The Company continues its transformation initiatives to strengthen its operating platforms and regain profitability. Importantly, Hertz has made solid progress on several fronts, including augmenting its senior management team, including the recent hiring of a new CFO and a CIO, and strengthening its fleet management through new processes and strategies. Solid industry fundamentals including sound global economies and strong airline passenger volumes also provide a tailwind for Hertz. DBRS notes that Hertz's transformation is expected to continue over the medium term. The Company has achieved some early progress in improving earnings generation. Sustaining the favorable trajectory in earnings is key to the trend returning to Stable. For 1H18, Hertz reported a net loss of $263 million, down from a net loss of $380 million for 1H17, reflecting higher total revenues, spurred by increases across all business segments. Higher U.S. segment revenues reflected improved volumes, driven by a 14% increase in the off-airport business and a 3% increase in the on-airport business. Meanwhile, excluding the impact from foreign currency exchange rates, International segment revenues improved 2%, year-over-year (YoY). Nonetheless, transformation initiatives continue to pressure expenses. Partially offsetting were lower vehicle depreciation costs driven by the sound used vehicle market in the U.S. segment. Overall, total expenses for 1H18, which also reflect the nonrecurrence of 1H17 intangible asset impairments, increased 2% YoY. The Company's risk profile is sound. Risks associated with residual values and fleet management remains manageable, especially given the Company's enhanced fleet profile and improving used vehicle values. Meanwhile, credit risk, which is primarily related to payments made by manufacturers to the Company related to program vehicles, continues to be moderate. DBRS notes that the percentage of program vehicles in the U.S. segment totaled a modest 13%, and in the international segment totaled 51%. Funding is acceptable, consisting of a large component of secured debt. With the high level of encumbered assets on its balance sheet, the Company's financial flexibility is limited. Given its substantial level of wholesale funding, DBRS notes that robust liquidity management is essential to managing through capital market cycles. At the end of 1H18, the Company maintained approximately $1.2 billion of corporate liquidity, including $685 million of unrestricted cash and $502 million of availability under Hertz's revolving credit facility. Positively, Hertz maintains a sound cushion over its financial maintenance covenant (consolidated first lien net leverage ratio) for its revolving credit facility. Indeed, at June 30, 2018, the Company's first lien leverage ratio was 1.60x, which is below the 3.00x threshold. Capitalization is adequate, but leverage remains high. Hertz's capital position has been negatively impacted by recent net losses. Equity totaled $1.1 billion at June 30, 2018, down 30% from YE17. Hertz's tangible equity was in a sizable deficit position, given its high level of acquisition-related goodwill and intangible assets. DBRS notes that the Company's leverage is a constraining factor for the ratings. At June 30, 2018, balance sheet leverage (debt/equity) was 16.3x, up from 9.8x at YE17, and cash flow leverage (debt to last twelve months EBITDA) was 5.3x, up moderately from 4.8x at YE17. Notes: All figures are in U.S. dollars unless otherwise noted. HILCORP ENERGY I: Moody's Rates $500MM Unsec. Notes Due 2028 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Hilcorp Energy I, L.P.'s and co-issuer Hilcorp Finance Company's proposed offering of $500 million senior unsecured notes due 2028. The Ba1 Corporate Family Rating, the Ba1-PD Probability of Default Rating and stable outlook are not affected by this action. Proceeds of the proposed offering will be used to repay borrowings outstanding under the company's revolving credit facility. "Hilcorp has consistently and profitably executed on its strategy of value creation through the acquisition and exploitation of mature, long-lived oil and gas operating properties, while maintaining a strong credit profile," commented Andrew Brooks, Moody's Vice President. "The proposed notes issuance will augment Hilcorp's financial flexibility with which to continue to pursue this successful strategy." Assignments: Issuer: Hilcorp Energy I, L.P. Senior Unsecured Notes, Assigned Ba2 (LGD5) RATINGS RATIONALE The Ba2 rating on Hilcorp's senior unsecured notes reflects their subordinate position to the company's $1.4 billion secured borrowing base revolving credit's priority claim to the company's assets. The size of the senior secured claims relative to Hilcorp's outstanding senior unsecured notes results in the notes being rated one notch below the Ba1 CFR under Moody's Loss Given Default Methodology. Hilcorp's Ba1 CFR reflects its modest leverage and consistent generation of positive free cash flow, with operations guided by a disciplined approach that adheres to a cost-focused operating strategy. Supplementing previous years' asset sales as a source of acquisition financing, absolute debt levels have remained relatively flat at roughly $1.8 billion since 2014, and remain modestly sized relative to production and proved developed (PD) reserves. Moody's expects that debt levels are unlikely to materially expand, with the company adhering to the conservative use of debt in the funding of its ongoing operations and future acquisitions that has typically defined its strategy towards financial leverage. Cash flow metrics have fallen from historical highs in line with tax and recently stepped up special distributions, but remain at levels appropriate for Hilcorp's rating; retained cash flow (RCF) to debt at June 30 was 36%. With 2018's projected capital spending of about $450 million, Moody's expects Hilcorp to generate another year of positive free cash flow, notwithstanding the assumed payout of stepped up special distributions. Acquisitions have added geological diversification to HEI's legacy Texas-Louisiana Gulf Coast operating core, such that 43% of HEI's oil and gas production is now attributable to its operations in Alaska. At June 30, Hilcorp's six-month daily production averaged 120,400 barrels of oil equivalent (Boe), evenly split between liquids and natural gas. While Moody's expects Hilcorp to remain acquisitive in pursuance of its acquire and exploit strategy, any acquisitions of size are likely to be established outside of the Hilcorp Energy I partnership, as was the April 2017 formation of Hilcorp San Juan, L.P., a new joint venture established to acquire $3.0 billion of San Juan Basin oil and gas assets from ConocoPhillips (A3 stable). The acquisition's sole impact on Hilcorp was a cash distribution from Hilcorp of approximately $400 million to its partners to fund an equity investment in the parent entity of Hilcorp San Juan. These entities all share the same general partner, Hilcorp Energy Company. Hilcorp's rating is constrained by the high call on cash of future development costs, in the gross amount of $3.82 billion at December 31, 2017, including $1.24 billion of asset retirement obligations. The singular control Mr. Jeffery Hildebrand wields over Hilcorp's operations through his ownership of its general partner is also reflected in the Ba1 CFR; however, Hilcorp has prospered under his control and leadership, making modest use of debt financing while maintaining a solid credit profile. The stable outlook reflects Hilcorp's disciplined acquisition and low risk exploitation strategy, and its modest debt leverage. A rating upgrade could be considered if Hilcorp's production approaches 200,000 Boe per day while maintaining debt to average daily production in the area of $15,000 per Boe and retained cash flow (RCF) to debt above 50%. Moody's would further expect that Hilcorp's growth strategy not materially deviate from its historic focus on the acquisition of mature, longer-lived assets whose potential avail themselves to future exploitation upside. A downgrade is possible should Hilcorp materially lever its capital structure to in excess of $20,000 per Boe of average daily production, should RCF to debt drop below 25% or should debt materially increase to fund a major acquisition or dividends. Hilcorp is a private limited partnership headquartered in Houston, Texas. The company's primary producing assets are located in Alaska, Texas, Louisiana and the Utica Shale. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. HOOPER HOLMES: Committee Taps Brown Rudnick as Legal Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Hooper Holmes, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Brown Rudnick LLP as its legal counsel. The firm will assist the committee in its discussions with the company and its affiliates regarding the overall administration of their Chapter 11 cases; examine the conduct of the Debtors' affairs; negotiate and, if necessary, formulate a plan of reorganization for the Debtors; and provide other legal services related to the cases. The hourly rates range from $300 to $1,490 for attorneys and from $255 to $485 for paraprofessionals. The primary attorneys anticipated to represent the committee are: Edward Weisfelner $1,490 Bennett Silverberg $1,025 Sunni Beville $950 Bennett Silverberg, Esq., at Brown Rudnick, disclosed in a court filing that his firm is "disinterested" 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, Brown Rudnick disclosed in court filings that it has not agreed to a variation of its standard or customary billing arrangements; and that no professional at the firm has varied his rate based on the geographic location of the Debtors' cases. Brown Rudnick has not represented the committee in the 12 months preceding the petition date, and that the firm intends to negotiate an acceptable budget with the committee following approval of its employment, according to court filings. The firm can be reached through: Edward S. Weisfelner, Esq. Bennett S. Silverberg, Esq. Brown Rudnick LLP 7 Times Square New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 Email: eweisfelner@brownrudnick.com Email: bsilverberg@brownrudnick.com -- and -- Sunni P. Beville, Esq. One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201 Email: sbeville@brownrudnick.com About Hooper Holmes Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides comprehensive health and well-being programs offered through organizations' sponsorship. Hooper Holmes, founded in 1899, is a publicly-traded New York corporation (OTXQX: HPHW). In 2015, Hooper Holmes acquired substantially all of the assets of Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged with Provant Health Solutions, LLC. Hooper Holmes, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27, 2018. Hooper Holmes reported total assets of $30,232,000 and total debt of $46,839,000 as of June 30, 2018. The Hon. Robert D. Drain is the case judge. Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The Debtors also tapped Halperin Battaglia Benzija, LLP, as their conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix Management Services as financial advisor; Raymond James & Associates, Inc., as investment banker; and Epiq Corporate Restructuring, LLC, as claims agent. On Sept. 6, 2018, an official committee of unsecured creditors was appointed in the Debtors' cases. The committee tapped Brown Rudnick LLP as its legal counsel. HORNED DORSET: Court Rejects Bid to Vacate Restraining Order ------------------------------------------------------------ In the case captioned The Horned Dorset Primavera Inc. Plaintiff/Debtors, v. Francisco Domenech Fernandez and Veronica Ferraiuoli Hornedo Defendants, Adv. Proc. No. 16-00141 (Bankr. D.P.R.), Bankruptcy Judge Enrique S. Lamoutte denied Plaintiff's Urgent Motion to Vacate Restraining Order, which enjoined the Plaintiff from disconnecting the utility services to the Defendants. However, Plaintiff's request to modify the Order to require bond from the Defendants is granted. On August 7, 2017, the Defendants filed an Urgent Motion Requesting Order Preserving Status Quo and Response to "Motion to Inform Status of Settlement Negotiation." Defendants stated that pursuant to an agreement reached amongst the parties on June 9, 2017, the Plaintiff restored electricity to Defendants' property on June 28, 2017. However, on August 3, 2017, the Plaintiff disconnected the electrical power, without warning or notification. The Defendants requested preliminary injunctive relief from the court, arguing that the determination of the Plaintiff to disconnect the electricity service impeded the proper maintenance of the pool, which was initially demanded by the Plaintiff through these proceedings. Additionally, the Defendants alleged that the disconnection of the utility services interfered with the enjoyment of their property. Defendants, therefore, requested the court to order the Plaintiff to reconnect the electricity service, and to enjoin it from disconnecting the utilities during the pendency of the case. On August 7, 2017, the Court granted Defendants' Urgent Motion and ordered Plaintiff to return electricity to Villa 10, and enjoined it from disconnecting electrical power and/or utilities without authorization from the court The Court of Appeal for the First Circuit has crafted a four-part framework in order to determine whether to grant or deny preliminary injunctive relief. Under this formulation, trial courts must consider (1) the likelihood of success on the merits; (2) the potential for irreparable harm if the injunction is denied; (3) the balance of relevant impositions, i.e., the hardship to the non-movant if enjoined as contrasted with the hardship to the movant if no injunction is issued; and (4) the effect (if any) of the court's ruling on the public interest. After analyzing the factors, the Court concludes that the Defendants met the four-prong test that warrants injunctive relief, and therefore, Plaintiff's request to vacate the Order entered on August 7, 2017, is denied. However, the court modifies the Order, granting the Horned Dorset's request for security, in the amount of $3,000, which the Defendants must provide within the next 21 days. Furthermore, the Defendants are required to reimburse the Plaintiff monthly for the consumption of electricity services, as measured by the meter installed in the breaker box of their property. Failure to comply will prompt the dissolution of the relief. A copy of the Court's Opinion and Order dated Sept. 18, 2018 is available at https://bit.ly/2DAFN0M from Leagle.com. THE HORNED DORSET PRIMAVERA INC, Plaintiff, represented by EDUARDO J. CAPDEVILA DIAZ -- ecapdevila@garciaarreguifullanalaw.com -- GARCIA ARREGUI & FULLANA PSC & ISABEL M. FULLANA -- ifullana@garciaarreguifullanalaw.com -- GARCIA ARREGUI & FULLANA PSC. FRANCISCO J DOMENECH, Defendant, represented by ALBERTO JUAN ENRIQUE ANESES, CHARLES ALFRED CUPRILL , CHARLES A CURPILL, PSC LAW OFFICE & VERONICA FERRAIUOLI HORNEDO . VERONICA FERRAIUOLI HORNEDO, Defendant, represented by ALBERTO JUAN ENRIQUE ANESES & CHARLES ALFRED CUPRILL, CHARLES A CURPILL, PSC LAW OFFICE. VERONICA FERRAIUOLI HORNEDO, Defendant, pro se. THE HORNED DORSET PRIMAVERA INC, Counter-Defendant, represented by EDUARDO J. CAPDEVILA DIAZ, GARCIA ARREGUI & FULLANA PSC. About The Horned Dorset Primavera The Horned Dorset Primavera Inc. operates the Horned Dorset Primavera, a small luxury hotel located in northwestern Puerto Rico, two miles from the town of Rincon. The hotel -- http://www.horneddorset.net/-- is set among rolling hills at the edge of the beautiful Caribbean Sea and is known for reserved European service executed in an atmosphere unique in Puerto Rico and the award-winning Restaurant Aaron. The hotel is a member of Relais & Chateaux. The Horned Dorset Primavera Inc. commenced a Chapter 11 bankruptcy case (Bankr. D.P.R. Case No. 15-03837) in Old San Juan, Puerto Rico on May 22, 2015. According to the docket, the Debtor's Chapter 11 plan is due Nov. 18, 2015. The Debtor has tapped Isabel M. Fullana, Esq., at Garcia Arregui & Fullana PSC, as counsel. I-17 PROPERTIES: Plan Outline Okayed, Plan Hearing on Nov. 20 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona will consider approval of the Chapter 11 plan of reorganization for I-17 Properties NNY, LLC at a hearing on Nov. 20. The hearing will be held at 10:00 a.m., at Courtroom 601. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on Sept. 20. The order set a Nov. 13 deadline for creditors to file their objections and a Nov. 15 deadline to submit ballots of acceptance or rejection of the plan. About I-17 Properties NNY LLC I-17 Properties NNY, LLC is the 100% owner of a real property located at 10004 North 26th Drive, Phoenix, Arizona, valued by the company at $1.80 million. It filed as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). I-17 Properties NNY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07133) on June 19, 2018. In the petition signed by Gregory A. Weltsch, manager, the Debtor disclosed $1.93 million in assets and $2.41 million in liabilities. Judge Paul Sala presides over the case. The Debtor tapped Carmichael & Powell, P.C., as its legal counsel. The Debtor filed in its case a Chapter 11 plan of reorganization and disclosure statement. INTERTAPE POLYMER: S&P Assigns 'BB-' LongTerm ICR, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' long-term issuer credit rating to Intertape Polymer Group Inc. The outlook is stable. At the same time, S&P Global Ratings assigned its 'B+' issue-level rating and '5' recovery rating to the company's proposed US$250 million senior unsecured notes due 2026. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate 10%) recovery in the event of default. S&P said, "Our long-term issuer credit rating on Intertape primarily reflects our view of the company's established position in the tape market segment, as well as Intertape's modest scale and limited geographic diversification. The company has steadily increased its presence in this fragmented and competitive market over the past several years, predominantly through acquisitions. Our rating also incorporates the expected improvement in leverage, which is elevated due to recent acquisitions that, in tandem with efficiency initiatives, should lead to margin improvement." The stable outlook reflects S&P Global Ratings' expectation that adjusted debt-to-EBITDA will improve to about 3x in 2019 and 2020, supported by incremental earnings from acquisitions and improving margins. S&P said, "We also expect the company to generate positive free cash flow generation over these periods following completion of key capital projects that provide financial flexibility. Our base-case scenario incorporates small tuck-in acquisitions, but does not include any large debt-funded acquisitions or share repurchases." S&P said, "We could consider a downgrade, if we expect the company's adjusted debt-to-EBITDA to trend towards 4x. We believe this could occur if EBITDA and cash flow generation come under pressure from increased input costs or heightened market competition. Leverage could also increase above our current threshold if the company makes a large acquisition that is debt-financed. "We could raise the rating over the next 12 months if we believe Intertape will maintain adjusted debt-to-EBITDA well below 3x. We could also raise the ratings if the company's margins improved meaningfully, for example, by at least 200 basis points from our base-case scenario or if we believe growth opportunities have improved the company's operating breadth and competitive advantage." JHL INDUSTRIAL: Unsecured Creditors May Get $40K Under Latest Plan ------------------------------------------------------------------ JHL Industrial Services, LLC, estimated that $40,000 will be distributed to general unsecured creditors under its latest plan to exit Chapter 11 protection. Under the fourth amended plan of reorganization, creditors holding Class 7 general unsecured claims will receive their pro rata share of the net profits fund to be established by the company and funded by 25% of its net profits. Distributions from the net profits fund will continue for five years following the effective date of the plan. Payments will not exceed the amount of the allowed unsecured claims, plus interest calculated at 2.5% per annum. Distributions to general unsecured creditors will be made annually on the anniversary of the effective date and will begin next year. In the alternative, JHL may distribute $40,000, less any payments already made to general unsecured creditors under the plan, as a lump-sum payment on a pro-rata basis, according to the company's latest disclosure statement filed on Sept. 20 with the U.S. Bankruptcy Court for the District of Colorado. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/cob17-14141-264.pdf A copy of the fourth amended plan is available for free at: http://bankrupt.com/misc/cob17-14141-263.pdf The proposed deadline for creditors to file their objections and submit ballots of acceptance or rejection of the plan is Oct. 4. The hearing to approve the disclosure statement and the plan is scheduled for Oct. 17. About JHL Industrial Services JHL Industrial Services, LLC, which conducts business under the name Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. JHL Industrial Services, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. In its petition, the Debtor estimated $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel to the Debtor. JULIAN DEPOT: Exclusive Plan Filing Period Extended to Oct. 29 -------------------------------------------------------------- The Sean H. Lane of the District Court for the Southern District of New York, at the behest of Julian Depot Miami, LLC, has further extended the Debtor's exclusive periods to file a plan of reorganization and solicit acceptances thereto for the following period of time, shorter of: (i) ten days after a decision is issued by the U.S. District Court for the Southern District of Florida, in the matter of "Julian Depot Miami, LLC v. Home Depot USA, Inc." under Case No. 1:17-cv-22475 with respect to the pending motions for summary judgment as between the Debtor and Home Depot; or (ii) October 29, 2018, with a corresponding 60 day extension thereafter for the Debtor to solicit acceptances thereto. About Julian Depot Miami Julian Depot Miami LLC is a New York-based Florida limited liability company, with its business offices located in Queens, New York. It is a real estate company which owns a commercial property located at 13895 SW 28th Street, Homestead, Florida. The property, which Julian Depot Miami purchased in 2012, is subject to a ground lease dated Dec. 20, 2016, with Home Depot USA, Inc., as tenant. Its principals are affiliated with the prior Chapter 11 case of HS 45 John LLC (Bankr. S.D.N.Y. Case No. 15-10368). Julian Depot Miami has only one secured creditor, U.S. Bank, which holds a first mortgage in the principal amount of $13.2 million. Julian Depot Miami sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12973) on Oct. 23, 2017. David L. Smith, manager, signed the petition. At the time of the filing, the Debtor disclosed $17.55 million in assets and $13.22 million in liabilities. Judge Sean H. Lane presides over the case. Goldberg Weprin Finkel Goldstein LLP is the Debtor's counsel. KING & QUEEN: Disclosure Statement Hearing Set for Nov. 5 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland is set to hold a hearing on Nov. 5, at 11:00 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan for King & Queen, LLC. The hearing will take place at Courtroom 1B. Objections to the disclosure statement are due by Oct. 23. About King & Queen King & Queen, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-11484) on Feb. 4, 2018. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Robert A. Gordon presides over the case. The Debtor hired Jeffrey M. Sirody & Associates as its legal counsel. The Debtor filed its proposed Chapter 11 plan and disclosure statement on September 17, 2018. KING'S REAL ESTATE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: King's Real Estate, L.C. 4381 W. 150th Place Leawood, KS 66224 Business Description: King's Real Estate, L.C. is a Single Asset Real Estate company (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 2, 2018 Case No.: 18-22054 Court: United States Bankruptcy Court District of Kansas (Kansas City) Debtor's Counsel: Richard D. Dvorak, Esq. DVORAK LAW, CHARTERED 10550 Marty Street, Suite 102 Suite 140 Overland Park, KS 66212 Tel: (913) 385-7990 Fax: 9133857997 Email: Richard@dvoraklaw.com Total Assets: $2,250,000 Total Liabilities: $1,347,685 The petition was signed by Timothy S. King, president. The Company filed an empty lists of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ksb18-22054.pdf LEGACY RESERVES: S&P Raises ICR to 'CCC', Outlook Negative ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Midland, Texas-based oil and gas exploration and production (E&P) company Legacy Reserves L.P. to 'CCC' from 'SD' (selective default). The outlook is negative. S&P said, "We also raised our issue-level rating on the company's 8% senior notes due in 2020 and 6.625% notes due in 2021 to 'CC' from 'D'. We maintained the '6' recovery rating, indicating our expectation of negligible (0%-10%; rounded estimate: 0%) recovery to creditors in the event of a payment default. "We affirmed our 'CCC' issue-level rating on the company's second-lien term loan due 2021 with a '3' recovery rating, indicating our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery to creditors in the event of payment default. "The upgrade follows the completion of the company's debt exchange, which we viewed as distressed, and our assessment that the company still faces liquidity challenges over the next 12 months. The privately negotiated exchange involved a combined $130 million of the company's 8% senior notes due in 2020 and 6.625% senior notes due in 2021 for a combination of $130 million in new senior convertible notes due in 2023 and 105,000 shares of common stock. We view this transaction as distressed because the offer, in our view, implies that investors will receive less than the original promise of the securities, including inadequate compensation for the extension of maturities and the potential forced conversion into equity. We also view the transaction as distressed, rather than purely opportunistic, given the company's weakening liquidity position. "The negative outlook reflects our view that liquidity could deteriorate further if Legacy's credit facility is reduced, if the credit facility maturity date is not extended, or if the company cannot raise sufficient equity. Under these scenarios, we believe the company could consider additional debt exchanges that we would view as distressed. "We could lower our issuer credit rating on Legacy if we expect a specific default scenario within six months or if the company announces a debt exchange or similar transaction that we view as distressed. "We could raise the issuer credit rating if Legacy improves its liquidity, which would most likely occur if the company were able to amend and extend its credit facility while raising sufficient equity to reduce debt." LEGACY RESERVES: Terminates Registration of Securities ------------------------------------------------------ Legacy Reserves LP has filed a Form 15 with the Securities and Exchange Commission to terminate the registration of the following securities: * Units representing limited partner interests * 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests * 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units * representing limited partner interests On Sept. 20, 2018, (a) Legacy Reserves LP, a Delaware limited partnership merged with and into Legacy Reserves Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Legacy Reserves Inc., a Delaware corporation, with the Partnership as the surviving entity, and (b) the Company acquired all of the issued and outstanding limited liability company interests in Legacy Reserves GP, LLC, a Delaware limited liability company and became the sole member of the General Partner, with the General Partner becoming a subsidiary of the Company. As a result of the Corporate Reorganization, the Partnership became a wholly owned subsidiary of Legacy Reserves Inc. and the 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests and 8.00% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests ceased to be outstanding. Deregistration of Securities Legacy Reserves LP filed post-effective amendments to its Form S-8 registration statements to deregister all units representing limited partner interests in the Partnership remaining unissued under the following Registration Statements on Form S-8 filed by the Partnership with the SEC: * Registration Statement on Form S-8 (No. 333-204917), filed on June 12, 2015, registering 3,000,000 units under the Amended and Restated Legacy Reserves LP Long-Term Incentive Plan. * Registration Statement on Form S-8 (No. 333-144586), filed on July 16, 2007, registering 65,116 units under the Legacy Reserves LP Long-Term Incentive Plan. * Registration Statement on Form S-8 (No. 333-141824), filed on April 3, 2007, registering 1,926,134 units under the Legacy Reserves LP Long-Term Incentive Plan. The Partnership also filed a post-effective Amendment No. 1 relating to the Registration Statement No. 333-149251 on Form S-3, filed by Legacy Reserves LP, registering an aggregate of 17,116,497 units representing limited partner interests in the Partnership. As a result of the completion of the Corporate Reorganization, the Partnership has terminated all offerings of securities pursuant to the Registration Statements. About Legacy Reserves LP Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master limited partnership headquartered in Midland, Texas, focused on the development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. Legacy Reserves reported a net loss attributable to unitholders of $72.89 million in 2017, a net loss attributable to unitholders of $74.82 million in 2016, and a net loss attributable to unitholders of $720.5 million in 2015. As of June 30, 2018, Legacy Reserves had $1.51 billion in total assets, $1.76 billion in total liabilities and a total partners' deficit of $250.98 million. * * * As reported by the TCR on Sept. 27, 2018, S&P Global Ratings lowered its issuer credit rating on Midland, Texas-based Legacy Reserves L.P. to 'SD' (selective default) from 'CC'. The downgrade follows the completion of Legacy's privately negotiated debt exchanges on a combined $130 million of its 8.0% senior notes due 2020 and 6.625% senior notes due 2021 for $130 million of new 8% convertible senior notes due 2023 plus equity. Moody's Investors Service affirmed Legacy Reserves LP's Corporate Family Rating (CFR) at 'Caa2' and its senior unsecured notes rating at 'Caa3'. Legacy's 'Caa2' CFR reflects the company's high leverage, weak liquidity and significant debt refinancing risk, as reported by the TCR on Jan. 26, 2018. MEDIAOCEAN LLC: Moody's Hikes CFR to B2, Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Mediaocean LLC's corporate family rating to B2 from B3, its probability of default rating to B2-PD from B3-PD, and its first lien senior secured revolver and term loan to B2 from B3. The outlook remains stable. The rating action results from Moody's expectation that over the next 12-18 months, and absent any debt-financed acquisitions or shareholder distributions, Mediaocean's leverage will trend to below 4.5x -- down from about 7x at June 30, 2017. Free cash flow to debt, as of June 30, 2018 was approximately 7%, in line with similarly rated software peers. Upgrades: Issuer: Mediaocean LLC Probability of Default Rating, Upgraded to B2-PD from B3-PD Corporate Family Rating, Upgraded to B2 from B3 Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 ( LGD3) Outlook Actions: Issuer: Mediaocean LLC Outlook, Remains Stable RATINGS RATIONALE Mediaocean's B2 CFR is constrained by the company's high, but manageable, leverage of about 5x, its relatively small revenue base, and narrow focus on software solutions for the advertising industry. Mediaocean's customer base consists predominantly of top-tier advertising agencies and accordingly is subject to considerable customer concentration and exposure to the growing, but cyclical advertising market which has been susceptible to economic downturns. Additionally the potential for dividends and debt-financed acquisitions add an element of uncertainty to the company's credit profile. However, the rating is supported by Mediaocean's leading presence within its targeted market and a subscription centric sales model which provides a high degree of predictability given the company's multiyear contracts and longstanding relationships with advertising agencies. Additionally, Mediaocean is well positioned to benefit from the ongoing secular shift toward digital advertising solutions among marketers from more mature, traditional channels. The stable ratings outlook reflects its expectation for Mediaocean to generate low single digit organic revenue and EBITDA growth over the coming year, driven by an ongoing transition toward digital advertising solutions. The ratings could be upgraded if Mediaocean's scale is increased substantially by generating consistent organic revenue and EBITDA growth such that adjusted leverage is expected to be sustained below 4x while demonstrating conservative financial policies. The ratings could be downgraded if revenue declines materially from current levels, if leverage were expected to be maintained above 6.5x on other than a temporary basis, or if free cash flow to debt were to fall below 5%. Mediaocean's very good liquidity profile is supported by a cash balance of $67 million, $15 million of availability under its $20 million revolver, and free cash flow generation of about $30 million as of the LTM period ended June 30, 2018. The revolving credit facility has a springing covenant, which is not expected to be in effect over the next 12-18 months, as excess availability should remain above the minimum levels. The principal methodology used in these ratings was Software Industry published in August 2018. Mediaocean is a global, market-leading provider of financial and operational software solutions for the advertising industry, enabling agencies and brands to manage and coordinate the entire advertising workflow. The company, headquartered in New York City, is owned by funds affiliated with Vista Equity Partners and generated revenues of about $211 million as of the LTM period ended June 30, 2018. MELINTA THERAPEUTICS: Grants Exclusive License to Menarini ---------------------------------------------------------- Melinta Therapeutics, Inc., and A. Menarini Industrie Farmaceutiche Riunite S.R.L. entered into a license agreement on Sept. 28, 2018, under which Menarini has acquired the exclusive rights to co-develop and commercialize Vabomere (meropenem and vaborbactam), Orbactiv (oritavancin) and Minocin (minocycline) for injection in 68 countries in Europe, Asia-Pacific including China, South Korea, and Australia (Japan excluded), and the Commonwealth of Independent States (CIS) including Russia. In consideration for the license, Melinta is entitled to receive (i) an upfront licensing fee of EUR17 million, (ii) royalties on annual net sales of the Products in the licensed territory, with the royalty percentage based on the ratio of the transfer price for a Product to net sales for such Product during the year (and subject to certain adjustments, including upon loss of market exclusivity for a Product in a given country), and (iii) regulatory, launch, and sales milestone payments that could exceed EUR100 million in the aggregate, including EUR15 million payable upon the European Medicines Agency (EMA) approval of the marketing authorization application (MAA) for Vabomere. About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2017, stating that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. Melinta reported a net loss available to common shareholders of $78.17 million in 2017, a net loss available to common shareholders of $95.04 million in 2016, and a net loss available to common shareholders of $94.92 million in 2015. As of June 30, 2018, Melinta had $514.6 million in total assets, $253.7 million in total liabilities and $260.97 million in total shareholders' equity. MOTORS LIQUIDATION: Court Junks Trust's Proposed Settlement ----------------------------------------------------------- Bankruptcy Judge Martin Glenn junks the Settlement Agreement proposed by the GUC Trust in connection with General Motors Corporation's failure to disclose serious vehicle safety defects in more than 11 million cars that it manufactured. The Settlement Agreement as drafted cannot be approved unless the economic loss Claimants can certify one or more classes under Rule 7023. The Signatory Plaintiffs and the GUC Trust must satisfy Civil Rule 23 for the proposed settlement to be approved. Thus, the three motions filed by the GUC Trust--the Settlement Motion, the Notice Motion, and the Estimation Motion--are denied without prejudice. The GUC Trust has entered into a proposed settlement with the "Signatory Plaintiffs," a group composed of 549 individuals claiming personal injuries, wrongful death and property damage for Pre-Sale Accidents and 59 individuals claiming economic loss damages; the Signatory Plaintiffs asserting economic loss claims seek to serve as representatives for the millions who own automobiles with one or more alleged defects that were the subject of some of the vehicle recalls in 2014. New GM denies direct liability to any of these injured parties. The settlement would permit late claims against the GUC Trust (for personal injury, wrongful death, property damage and economic losses), but leave the determination of the proper amount of aggregate allowed claims to an estimation proceeding under section 502(c), followed by development and court approval of a distribution plan. New GM opposes approval of the settlement for a long list of reasons. New GM's main argument is that no settlement of economic loss claims for all individuals that suffered an economic loss may be approved unless the economic loss Claimants certify for settlement purposes one or more classes under Bankruptcy Rule 7023. The GUC Trust and the Signatory Plaintiffs have proposed a settlement construct that, they say, does not require class certification. Their proposed settlement consists of: (i) a notice program, designed to give all potential claimants notice and an opportunity to appear and be heard (Notice Motion); (ii) a Bankruptcy Rule 9019 settlement that does not fix the amount of damages, if any, but waives Claimants’ right to recover from anything other than the Adjustment Shares or New GM (if their claims against New GM succeed in the District Court) (Settlement Motion); (iii) an estimation proceeding under Bankruptcy Code section 502(c) to estimate aggregate claims for personal injury, wrongful death, property damage and economic losses. The GUC Trust and Signatory Plaintiffs are hopeful that their proposed settlement will (1) require New GM to contribute Adjustment Shares to the GUC Trust (Estimation Motion); and (2) lead to a negotiated and court approved distribution plan for recoveries by Claimants who suffered compensable injuries. The proposed settlement construct is creative, using the statutory section 502(c) estimation procedure that is available in a bankruptcy case but not available in the actions pending in the District Court. Moreover, it would no doubt speed the resolution of claims. But, despite New GM's intransigence and unwillingness to negotiate, the Court agrees with New GM that the settlement construct does not work--Rule 7023 class certification of the economic loss claimants is required before all the economic loss claims can be estimated. The proposed settlement both compromises and proposes to bind millions of putative economic loss claimants who are not currently represented in this Court. The GUC Trust seeks instructions from the Court that it may enter into the proposed settlement, authority which the Court may clearly exercise, but that does not answer the question about the procedures that must be followed to approve a settlement that binds all economic loss claimants who have not appeared in the bankruptcy case. If the settlement were part of a proposed chapter 11 plan that was subject to the usual notice, right to be heard, voting requirements, and court approval, class certification probably would not be required. The GUC Trust and Signatory Plaintiffs do not contemplate a plan modification under Bankruptcy Code section 1127, which probably would not be feasible at this point in any event.10 Thus, the Bankruptcy Code and the Bankruptcy Rules' procedural safeguards that ordinarily make class certification unnecessary in a collective bankruptcy proceeding cannot be used in place of Rule 7023 for achieving a binding settlement. Section 105, upon which the GUC Trust and Signatory Plaintiffs rely, cannot be used to bypass the existing statute and rules-based procedures for achieving a settlement that binds millions of economic loss claimants. A full-text copy of the Court's Order and Memorandum Opinion dated Sept. 24, 2018 is available at: http://bankrupt.com/misc/nysb09-50026-14374.pdf Counsel for the GUC Trust: Kristen K. Going, Esq. DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas, 41st Floor New York, New York 10036 kristin.going@dbr.com Designated Counsel for the Ignition Switch Plaintiffs and Certain Non-Ignition Switch Plaintiffs in the Bankruptcy Court: Edward S. Weisfelner, Esq. Howard S. Steel, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 eweisfelner@brownrudnick.com hsteel@brownrudnick.com Counsel for General Motors LLC: Paul Basta, Esq. Aidan Synnott, Esq. Kyle J. Kimpler, Esq. Sarah Harnett, Esq. Dan Youngblut, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019 pbasta@paulweiss.com asynnott@paulweiss.com kkimpler@paulweiss.com sharnett@paulweiss.com dyoungblut@paulweiss.com -and- Arthur Steinberg, Esq. Scott Davidson, Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, NY 10036 asteinberg@kslaw.com sdavidson@kslaw.com About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee ("GUC Trust Administrator") of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. NEONODE INC: Starts Trading on a Split-Adjusted Basis ----------------------------------------------------- A 1-for-10 reverse stock split of Neonode Inc.'s issued and outstanding common stock became effective as of the commencement of trading on Oct. 1, 2018. The split-adjusted shares of common stock will continue trading under the existing symbol "NEON" on The Nasdaq Capital Market. When the reverse stock split becomes effective, every ten shares of issued and outstanding common stock will automatically be reclassified into one share of common stock. No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split will be entitled to a cash payment in lieu thereof. Stockholders granted the Board of Directors of Neonode discretionary authority to effect the reverse stock split at the annual meeting of stockholders held on June 7, 2018. In connection with the reverse stock split, the number of authorized shares of common stock of Neonode will proportionately decrease to 10 million. American Stock Transfer & Trust Company, LLC is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record. Stockholders who hold their shares in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares. The new CUSIP number for Neonode common stock following the reverse stock split will be 64051M709. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode's technology has been deployed in approximately 62 million products, including 3 million cars and 59 million consumer devices. The company is headquartered in Stockholm, Sweden and was established in 2001. Neonode Inc. reported a net loss attributable to the Company of $4.70 million in 2017, a net loss attributable to the Company of $5.29 million in 2016 and a net loss attributable to the Company of $7.82 million in 2015. As of June 30, 2018, Neonode had $11.18 million in total assets, $4.21 million in total liabilities and $6.97 million in total stockholders' equity. Neonode has incurred significant operating losses and negative cash flows from operations since its inception. The Company incurred net losses of approximately $1.0 million and $1.0 million and $1.7 million and $1.9 million for the three and six months ended June 30, 2018 and 2017, respectively, and had an accumulated deficit of approximately $183.8 million and $183.7 million as of June 30, 2018 and Dec. 31, 2017, respectively. In addition, operating activities used cash of approximately $1.4 million and $3.0 million for the six months ended June 30, 2018 and 2017, respectively. NORTHERN OIL: Completes Acquisition of W Energy ----------------------------------------------- Northern Oil and Gas, Inc., has closed on the previously announced W Energy Partners acquisition, which is the largest acquisition in Northern's history. The acquired assets consist of approximately 27.2 net producing wells and 5.9 net wells in progress, as well as approximately 10,633 core net acres in North Dakota, which the company estimates will provide approximately 51.9 net future drilling locations. "The closing of our third acquisition this year shows our unwavering commitment to deliver on highly accretive acquisitions," commented Northern's Chief Executive Officer, Brandon Elliott. "The team has demonstrated our ability to find, fund and close deals that grow our production, cash flow and core drilling inventory. With our recently announced refinancing transactions, we have further strengthened our balance sheet and lowered interest expense. With enhanced liquidity, we have positioned the Company to continue to deliver value for all our stakeholders." On Oct. 1, 2018, Northern Oil closed the W Energy acquisition with a combination of cash and stock. Closing consideration consists of approximately $114.8 million in cash and 51,476,961 shares of Northern common stock. Purchase Agreement Amendment On Sept. 25, 2018, Northern Oil entered into an amendment to the purchase and sale agreement, dated July 27, 2018, with WR Operating LLC. Pursuant to the Amendment, the parties agreed to adjust the closing consideration to (i) increase the cash amount by $17.08 million and (ii) decrease the stock amount by 4,894,938 shares, and to forego the lock-up release for the month of October 2018. 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 June 30, 2018, Northern Oil had $883.08 million in total assets, $1.03 billion in total liabilities and a total stockholders' deficit of $147.8 million. * * * As reported by the TCR on Sept. 20, 2018, Moody's Investors Service upgraded Northern Oil and Gas, Inc.'s Corporate Family Rating to B3 from Caa1. Moody's said the upgrade of NOG's CFR to B3 reflects improvements in its operating performance, capital structure and credit metrics. PARAGON OFFSHORE: Trust's Dispute with Noble Can't be Mediated -------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the appeals cases captioned NOBLE CORPORATION PLC, NOBLE CORPORATION HOLDINGS LTD., NOBLE CORPORATION, NOBLE HOLDING INTERNATIONAL (LUXEMBOURG) S.a.r.I., NOBLE FDR HOLDINGS LIMITED, MICHAEL A. CAWLEY, JULIE H. EDWARDS, GORDON T. HALL, JOHN A. MARSHALL, JAMES A. MACLENNAN, MARY P. RICCIARDELL, JULIE J. ROBERTSON, and DAVID WILLIAMS, Appellants-Cross-Appellees, v. PARAGON LITIGATION TRUST, Appellee-Cross-Appellant, C. A. Nos. 18-1277-CFC, 18-1345-CFC (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. As a result of a screening process, the issues involved in the cases are not amenable to mediation and mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. Consistent with the order of Sept. 4, 2018 in both matters, the parties submitted letters regarding their positions on mediation as required by the Standing Order of Sept. 12, 2012. None of the parties desire to pursue mediation as set forth in the Standing Order. The parties request expedited consideration of the appeals since it "serves judicial economy by resolving ex ante which claims, if any, properly belong in arbitration" and would provide "certainty that the claims are heard in the proper fora at the appropriate time." A copy of the Court's Recommendation dated Sept. 17, 2018 is available at https://bit.ly/2IkBup4 from Leagle.com. Paragon Litigation Trust, Appellant, represented by Pauline K. Morgan -- pmorgan@ycst.com -- Young, Conaway, Stargatt & Taylor LLP, Jaime Luton Chapman -- jchapman@ycst.com -- Young, Conaway, Stargatt & Taylor LLP, Joel Alan Waite -- jwaite@ycst.com -- Young, Conaway, Stargatt & Taylor LLP & Michael Sean Neiburg -- mneiburg@ycst.com -- Young, Conaway, Stargatt & Taylor LLP. Noble Corporation PLC, Noble Corporation Holdings LTD., Noble Corporation, Noble Holding International (Luxembourg) S.A.R.L., Noble Holding International (Luxembourg NHIL) S.A.R.L., Noble FDR Holdings Limited, Michael A. Cawley, Julie H. Edwards, Gordon T. Hall, Jon A. Marshall, James A. MacLennan, Mary P. Ricciardello, Julie J. Robertson & David W. Williams, Appellees, represented by Anthony W. Clark -- anthony.clark@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP. About Prospector Offshore and Paragon Offshore Paragon Offshore Plc, and several affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint Chapter 11 Plan of Reorganization. Prospector Offshore Drilling S.a r.l. and three affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 17-11572 to 17-11575) on July 20, 2017. The affiliates are Prospector Rig 1 Contracting Company S.a r.l.; Prospector Rig 5 Contracting Company S.a r.l.; and Paragon Offshore plc (in administration). The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by Gary T. Holtzer, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D. Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors hired as their financial advisors, Lazard Freres & Co. LLC; as their restructuring advisor, AlixPartners, LLP; and as their claims, noticing and solicitation agent, Kurtzman Carson Consultants LLC. In their petition, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. The petitions were signed by Lee M. Ahlstrom as senior vice president and chief financial officer. The Debtors' bankruptcy filing came two days after the Paragon Offshore group completed its corporate and financial reorganization on July 18, 2017. The plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code substantially de-levered Paragon Offshore's ongoing business, eliminating approximately $2.3 billion of secured and unsecured debt. PARAMOUNT RESOURCES: S&P Alters Outlook to Neg. & Affirms BB- ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Calgary, Alta.-based Paramount Resources Ltd. to negative from stable. At the same time, S&P Global Ratings affirmed its 'BB-' long-term issuer credit rating on the company. The outlook revision reflects deteriorated credit metrics, following a reduced production profile compared with our previous base-case scenario created in September 2017 of 100,000 barrels of oil equivalent per day (boe/d) and weaker-than-expected realized natural gas prices in 2018, which resulted in three-year (2018-2020), weighted-average funds from operation (FFO)-to-debt at the lower end of the 30%-45% range. In addition, S&P believes the company could underperform our base-case scenario if heightened volatility on local prices differentials further affects cash flow in the next 12-to-24 months. Furthermore, the risk of capital spending exceeding our forecasts and contributing to higher-than-anticipated debt is a credit risk. S&P said, "The negative outlook reflects our view that Paramount could underperform our base-case scenario if additional volatility in Canadian local prices discounts result in further credit metric deterioration over the next 12 months. We forecast lower production growth and prices compared with our previous base-case scenario in September 2017, resulting in weaker-than-expected credit metrics, although still sufficient to support the 'BB-' rating, with FFO-to-debt at the lower end of the 30%-45% range. Furthermore, the risk of capital spending exceeding our forecasts and contributing to higher-than-anticipated debt is a credit risk. "We could lower the rating if Paramount's three-year, weighted-average fully adjusted FFO-to-debt drops below 30% consistently. This could result from a failure to increase production, lower-than-expected hydrocarbon prices, higher local price discounts in Canada, or significantly negative free operating cash flow in the next 12 months. "We could revise the outlook to stable if Paramount improves its financial credit metrics, with FFO-to-debt consistently increasing to the higher end of the 30%-45% range, which could follow higher daily production or realized prices." PETERSON PRODUCE: Case Summary & 12 Unsecured Creditors ------------------------------------------------------- Debtor: Peterson Produce, Inc. P.O. Box 159 Summerdale, AL 36580 Business Description: Peterson Produce, Inc. is a privately held trucking company in Summerdale, Alabama. Chapter 11 Petition Date: October 1, 2018 Case No.: 18-03976 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Judge: Hon. Henry A. Callaway Debtor's Counsel: Robert M. Galloway, Esq. GALLOWAY WETTERMARK EVEREST & RUTENS, LLP 3263 Cottage Hill Road Post Office Box 16629 Mobile, AL 36616-0629 Tel: 251-476-4493 Email: bgalloway@gallowayllp.com - and - Willis J. Garrett, Esq. GALLOWAY WETTERMARK EVEREST & RUTENS, LLP 3263 Cottage Hill Rd Mobile, AL 36606 Tel: (251) 476-4493 Email: wgarrett@gallowayllp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul A. Peterson, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/alsb18-03976.pdf POINTE EDUCATIONAL: S&P Lowers Rating on 2015 Education Bonds to B+ ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Phoenix Industrial Development Authority, Ariz.'s series 2015 education facility revenue bonds, issued for Pointe Educational Services (PES) to 'B+' from 'BB', and placed the rating on CreditWatch with negative implications. On Sept. 10, 2018 the Arizona State Board for Charter Schools (ASBCS) issued a Notice of Intent to Revoke Pointe Educational Services' charter contract for failing to comply with state and federal law and the terms of its charter when the school failed to administer the AIMS Science exam during the 2017-2018 school year. S&P understands that prior to the issuance of the notice, Pointe presented a Consent Agreement to the board that was rejected. At this time, Pointe is actively working toward a settlement agreement that it hopes the board will accept at the Oct. 15, 2018 board meeting. Failure to achieve an agreement would result in a court hearing in December, which would further prolong a final resolution, the most severe of which could involve revocation of the charter. If the ASBCS decides to revoke the charter, Pointe can appeal the decision and the school would continue to operate until a final determination is made. Although unlikely, if Pointe did not appeal the revocation decision, the school would close at the end of the 2018-2019 school year. S&P understands that management would like to resolve the issue with the board as soon as possible and the school expects to fully comply with state and federal law for the 2018-2019 school year by successfully administering the AIMS test. At this time, Pointe's contract remains in place and the schools continue to operate. Currently, the charter extends to June 30, 2035. "The lower rating reflects our opinion of management's inability to successfully comply with state laws by administering the AIMS Science exam in fiscal 2017," said S&P Global Ratings credit analyst Stephanie Wang. While there were circumstances beyond the school's control, it was evident that management did not follow up properly and effectively and that there was lack of oversight by the board to keep management accountable. "The lower rating also reflects our view of the continued enrollment declines in fall 2017 and fall 2018," added Ms. Wang. S&P said, "At this time, we have received Pointe's fiscal 2017 audit and some unaudited financials for fiscal 2018 and are still awaiting some additional information. While we understand there has been modest improvement in financial metrics in fiscal 2017 and fiscal 2018 relative to our prior review, the trend of continued enrollment declines could pressure operations over the longer-term. We expect to further evaluate final fiscal 2018 results and expected fiscal 2019 results once we receive updated materials." S&P said, "The CreditWatch action reflects our view of the uncertainty of whether the school and the Board will reach a settlement agreement, thereby reducing or eliminating the charter revocation risk. We expect to resolve the CreditWatch as soon as S&P Global Ratings' has received information regarding the Board's decision and has completed its analysis--normally within 90 days. We could resolve the CreditWatch action, if Pointe and the ACBCS come to an agreement during the October board meeting, with expected resolution of the charter issue. We could consider revising the outlook to stable or raising the rating over time, if Pointe successfully resolves its charter issue, demonstrates competent and sound management, and there are signs of enrollment stabilization. Conversely, we could lower the rating, potentially by more than one notch, if the school and state board do not come to a resolution in October with the process moving toward the court hearing, evidencing a heightened degree of charter revocation risk. In addition, we could view a deterioration in credit fundamentals, such as continued declines in enrollment, weakened academic performance, or a significant deterioration in financial metrics, negatively." RAVENSTAR INVESTMENTS: Court Partially Stays Bank of America Suit ----------------------------------------------------------------- District Judge Miranda M. Du entered an order partially staying the case captioned BANK OF AMERICA, N.A., Plaintiff, v. SILVER TERRACE II LANDSCAPE MAINTENANCE ASSOCIATION; RAVENSTAR INVESTMENTS, LLC; RONALD L. BRANDON; PHIL FRINK & ASSOCIATES, INC.; GAYLE A. KERN, LTD. DBA KERN & ASSOCIATES, LTD, Defendants, Case No. 3:16-cv-00714-MMD-WGC (D. Nev.) pending Ravenstar Investment LLC's bankruptcy. In light of the bankruptcy, the parties stipulate that the matter should be stayed pending relief from the automatic stay, with the exception of Kern's motion to dismiss and Silver Terrace's motion to dismiss. The Kern MTD and the Silver Terrace MTD have both been fully briefed. The Court granted Kern's MTD. Disposition by the Court regarding Silver Terrace is pending. Silver Terrace's MTD pertains primarily to the legal issue of whether the claims against it are barred by the statute of limitations. As such, the parties agree that the automatic stay of 11 U.S.C. Section 362(a) does not prohibit disposition of Kern and Silver Terrace's MTDs. A copy of the Court's Order dated Sept. 17, 2018 is available at https://bit.ly/2xF7ro8 from Leagle.com. Bank of America, N.A., Plaintiff, represented by Ariel E. Stern -- ariel.stern@akerman.com -- Akerman LLP, Jamie K. Combs -- Jamie.combs@akerman.com -- Akerman LLP, Karen A. Whelan -- Karen.whelan@akerman.com -- Akerman, LLP, Rebekkah B. Bodoff -- rebekkah.bodoff@akerman.com -- Akerman & William S. Habdas -- William.habdas@akerman.com -- Akerman, LLP. Silver Terrace II Landscape Maintenance Association, Defendant, represented by Marc S. Cwik , Lewis Brisbois Bisgaard & Smith LLP & Bradley M. Marx, Lewis Brisbois Bisgaard & Smith LLP. Ravenstar Investments, LLC, Defendant, represented by Kevin A. Darby, Darby Law Practice, LTD. Ronald L. Brandon, Defendant, pro se. Ronald L. Brandon, Counter Claimant, pro se. Ravenstar Investments, LLC, Counter Claimant, represented by Kevin A. Darby , Darby Law Practice, LTD. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. REAGOR-DYKES MOTORS: Third Interim Cash Collateral Order Entered ---------------------------------------------------------------- The Hon. Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas has entered a Third Interim Order authorizing Reagor-Dykes Motors, LP, and its debtor-affiliates to use cash collateral. The Debtor may use cash collateral in the ordinary course of its business solely to pay ordinary and necessary expenditures for its continuing operation. The approved cash collateral budget shows total operating expenses of approximately $1,276,140 during the week ending September 1 through week ending October 6, 2018. Prior to Petition Date, Ford Motor Credit Company provided the Debtors, among other things, financing for their vehicle inventory to be used in their dealership operations. Generally speaking, the Debtor entered into a Wholesale Financing and Security Agreement and other loan agreements with FMCC, granting FMCC a lien in the inventory, as well as the proceeds, products, rents, issues and profits of such inventory. FMCC asserts that Debtors are indebted to it in an amount that exceeds $116 million with interest and other charges continuing to accrue. FMCC asserts a secured pre-petition lien (in first position except with respect to a lien properly in place by any taxing authority) in the Debtors' assets including Debtors' vehicle inventory. FMCC has consented to the Debtors' interim use of cash collateral. As adequate protection to FMCC's interests in the collateral: (a) On the day of any retail sale or lease of a vehicle, or one business day from Debtors' receipt of any of the sale proceeds for any retail sale or lease of a vehicle that has been sold or leased on or before August 8, 2018 for which Debtors received before or after said date, the Debtors will immediately and forthwith remit to FMCC by electronic funds transfer all amounts received by the Debtors up to the amount advanced by FMCC to Debtor on the vehicle; (b) On the day of any sale or lease of a vehicle not floored by FMCC, the Debtors will immediately and forthwith remit to FMCC by certified funds or other immediately available funds received by Debtors in the amount of 80% of Debtors' net sale price of the Non-Floored Vehicle after payment of existing liens against such Vehicle, taxes, registration, and licensing; (c) Debtors will pay to FMCC the amount of amortized curtailment/principal payments and interest due under the respective Loan Documents, beginning with the payments due August 2018, and each month thereafter on the dates and according to the terms set forth in the Loan Documents; (d) Debtors will provide FMCC with proof of the payment of any existing liens, Department of Motor Vehicle fees and/or sales or use tax on a weekly basis; (e) Should Debtors receive any vehicles as a "trade in" for the payment of any vehicle constituting collateral, Debtors will notify FMCC within one business day of receiving the trade-in and will promptly pay or satisfy any liens or amounts owing against the trade-in vehicle; (f) Trades or transfers of floored vehicles by Debtors with other dealers, wholesale sales, auction sales and fleet sales of greater than 2 vehicles are prohibited without the prior written consent of FMCC; (g) The vehicles in demonstration status will be returned to the dealerships and will not be returned to demonstrator status without FMCC's prior written consent. Debtors will not place any Vehicles into use as service or "loaner" vehicles and will not permit Vehicles to be used for overnight test drives without FMCC's prior written consent; (h) As the Debtors, in the ordinary course of its service department's business, consume parts, accessories, supplies or related equipment, the Debtors will replenish the Parts Inventory so that the value of the Parts Inventory does not drop below such value as of the Petition Date; (i) Debtors will pay all sales taxes, licensing and registration fees and other obligations incurred in the ordinary course of business of an automobile dealer including all contractual obligations with customers; (j) Debtors will maintain and insure FMCC's Collateral in amounts and levels consistent with past practice and the requirements of FMCC under the terms of the Loan Documents; and (k) All terms of the Loan Documents will remain in full force and effect, except to the extent they are inconsistent with the Interim Order. FMCC will be granted a post-petition security interest in and replacement lien upon Debtors' assets and property of every kind whatsoever existing on or arising, acquired or created, after the Petition Date, save and except for any chapter 5 causes of action arising under the Bankruptcy Code, inclusive of all proceeds and products thereof, in the same priority and in the same nature, extent, and validity as such liens, if any, existed pre-petition. The replacement lien will serve as adequate protection for the use of the collateral to the extent of any diminution of the value of the collateral. To the extent necessary, FMCC will also have an administrative expense pursuant to section 507(b) of the Bankruptcy Code in Debtors' Chapter 11 Case and against Debtors' bankruptcy estate to the extent of any diminution in the value of FMCC's interest in the collateral and this administrative claim will have priority over and above all other costs and expenses of the kind specified in or ordered pursuant to sections 503(b) or 507(a) of the Bankruptcy Code. The Debtors will permit FMCC and its authorized agents and employees to remain upon Debtors' premises during business operating hours. FMCC is authorized to hold keys and titles to Vehicles and to conduct audits and inspections of the collateral and Debtors' books and records, including all records concerning the Collateral. The Debtors will also keep current all of its books, records and accounts, and agree that FMCC or any person designated by FMCC will be permitted to examine the collateral and records and to copy any and all books and records, including but not limited to any computer software and hardware and other accounting programs of the Debtors. A full-text copy of the Third Interim Order is available at http://bankrupt.com/misc/txnb18-50214-192.pdf About Reagor-Dykes Motors Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a dealer of automobiles headquartered in Lubbock, Texas. The Company offers new and used vehicles, automobile parts, and other related accessories, as well as car financing, leasing, repair, and maintenance services. Some of its new vehicles include brands like Ford, Toyota, GMC, Cadillac, Chevrolet and Buick. Reagor-Dykes Motors, LP, based in Lubbock, TX, and its debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Bart Reagor, managing member of Reagor Auto Mall I, LLC, general manager and Rick Dykes, managing member of Reagor Auto Mall I, LLC, general partner. The Hon. Robert L. Jones presides over the case. David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as bankruptcy counsel. BlackBriar Advisors LLC personnel is serving as CRO for the Debtor. RESOLUTE FOREST: Egan-Jones Hikes Senior Unsecured Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company, on September 28, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Resolute Forest Products Inc. to B from B-. Resolute Forest Products Inc. is headquartered in Montreal, Canada. The company operates in five segments: Market Pulp, Tissue, Wood Products, Newsprint, and Specialty Papers. RMH FRANCHISE: Wins Summary Judgment Bid vs Applebee's ------------------------------------------------------ Dine Brands Global, Inc. and its subsidiaries Applebee's Restaurants LLC and Applebee's Franchisor LLC's (Applebee's) filed an adversary proceeding against Debtors RMH Franchise Holdings, Inc. and affiliates seeking, among other relief, a declaratory judgment that the Franchise Agreements terminated prepetition. With leave of Court, the Official Committee of Unsecured Creditors and the Debtors' senior secured lenders have intervened. The Debtors filed an answer and have asserted counterclaims for damages against Applebee's for alleged breach of contract. The parties then filed cross-motions for summary judgment which have been fully briefed. Upon analysis, Bankruptcy Judge Brendan Linehan Shannon granted Debtors' motion for summary judgment and denied Applebee's motion. The Debtors are franchisees of Applebee's restaurants. The heart of the dispute is whether certain contracts governing Debtors' operation of the franchises were terminated prepetition. If so, Applebee's would be entitled to immediately exercise its remedies, including the right to take over the restaurants. If, on the other hand, the Franchise Agreements did not terminate prepetition, the Debtors' rights are protected by the automatic stay and Applebee's would be prohibited from terminating or exercising other remedies absent leave of Court. Applebee's notes as a threshold matter that there is no dispute that the Debtors were and are in material default of their obligations under the Franchise Agreements. It asserts the Franchise Agreements terminated on April 27, 2018 with the expiry of the final cure period and are therefore not subject to or protected by the automatic stay. In support, Applebee's claims the automatic termination provision in the September 20 Letter echoed through each of the subsequent Cure Extensions and effected the termination of the Franchise Agreements when the last cure period ended. The Debtors assert Applebee's has failed to provide them with clear and unambiguous notice of intent to terminate. They offer two main theories to support their argument. First, the Debtors contend the Cure Extensions did not discuss termination and thus did not operate to extend the automatic termination contained in the September 20 Letter. Second, even if the Cure Extensions did extend the automatic termination, the Forbearance Letter delayed the exercise of Applebee's termination rights until May 8--the Petition Date. As termination could not have occurred prepetition, the Debtors argue that the Franchise Agreements are property of their estates and that Applebee’s is precluded from terminating by the automatic stay. The only reasonable interpretation of the Forbearance Letter is that Applebee's committed to delay enforcing all of its rights, not simply its post-termination rights. The Arizona Termination also guides the Court toward this conclusion. Applebee’s sent the Arizona Termination hours after Debtors filed their petitions. It purported to terminate thirty-five Franchise Agreements, effective two weeks earlier. Under Applebee's argument, the Arizona Termination would have been unnecessary. If Applebee's had already exercised its termination rights on April 27, it would have made little sense for it to send a termination notice two weeks after the fact. It also would have made little sense to send termination notice regarding only Arizona and Texas when it had terminated all of the Franchise Agreements. Again, on a plain language reading of the Forbearance Letter, Applebee's notified Debtors that the cure period had expired, but also agreed to forbear from exercising any or all of its "rights or remedies" until May 8. The Debtors then filed their petitions on May 8 before Applebee's sent the Arizona Termination or any other termination notice. Based on that language and the undisputed sequence of events, Applebee's clearly did not terminate the Franchise Agreements prepetition and they are therefore property of the estate. A copy of the Court's Opinion dated Sept. 25, 2018 is available at: http://bankrupt.com/misc/deb18-11092-568.pdf About RMH Franchise Holdings RMH Franchise, headquartered in Atlanta, Georgia -- https://www.rmhfranchise.com/ -- is an Applebee's restaurant franchisee with over 163 standardized restaurants located across 15 states. RMH Holdings is the direct or indirect parent of each of the other Debtors. ACON Franchise Holdings, LLC, a non-debtor, owns 100% of the shares of RMH Holdings. RMH Franchise Holdings, Inc., and certain of its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May 8, 2018. In the petitions were signed Michael Muldoon, president, RMH Franchise Holdings estimated assets and liabilities of $100 million to $500 million. Affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D. Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH Franchise Corporation (Case No. 18-11095), and Contex Restaurants, Inc. (Case No. 18-11096). The case is assigned to Judge Brendan Linehan Shannon. Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy counsel to the Debtors; Mastodon Ventures, Inc., is the restructuring advisor; Hilco Real Estate LLC serves as real estate broker; and Prime Clerk LLC acts as claims and noticing agent. On May 24, 2018, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. Kelley Drye & Warren LLP serves as lead counsel to the Committee while Zolfo Cooper LLC acts as bankruptcy consultant and financial advisor. ROCK CREEK MEDICAL: May Use Cash Collateral on Interim Basis ------------------------------------------------------------ The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas authorized Rock Creek Medical Plaza, LLC's use of cash collateral on an interim basis, pursuant to a budget. Unless extended by further order of the Court or by express written consent of Bank, the Interim Order will expire upon entry of a final order approving use of Cash Collateral or upon an order sustaining an objection to the budget or the final order. A final hearing on the Cash Collateral Motion will be conducted on Oct. 12, 2018 at 1:30 p.m. The objection deadline is Oct. 5. Great Western Bank holds a security interest in and liens upon Debtor's cash and account receivable which constitute cash collateral. As adequate protection for the use of its cash collateral, Great Western Bank will be granted a replacement lien on Debtor's postpetition accounts receivable and proceeds, to the extent that use of cash collateral results in any decrease in the aggregate value of the cash collateral on the Petition Date. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/ksb18-21755-25.pdf About Rock Creek Medical Plaza Rock Creek Medical Plaza, LLC, owns and operates a medical office building located at 712 First Terrace, Lansing, Kansas 66043. Rock Creek Medical Plaza filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Kan. Case No. 18-21755) on Aug. 23, 2018. In the petition signed by Lisa Madsen, member, the Debtor estimated $1 million to $10 million in assets and liabilities. Colin N. Gotham at Evans & Mullinix, P.A., is the Debtor's counsel. SEAWORLD PARKS: Moody's Affirms B2 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed SeaWorld Parks and Entertainment, Inc.'s B2 corporate family rating and the B2 rating on the upsized term loan B-5. The new $210 million senior secured revolver due 2023 was assigned a B2 rating. The outlook was changed to stable from negative. The existing term loan B-5 due 2024 is being upsized by $544 million in order to refinance the term loan B-2 in the same amount which matures in May 2020. The new revolver will mature in 2023 and replaces an existing revolver that contained a springing maturity 91 days ahead of the term loan B-2 maturity. The company is also expected to make changes to the existing financial covenants of the revolver and term loan B-5. The outlook was changed to stable from negative due to the substantial improvement in performance through the first half of 2018, the decreased risk of a covenant violation, as well as the extension of the maturity of the revolver and refinance of the term loan B-2. Interest expense is expected to increase by approximately $4 million due to the higher interest rate spread on the term loan B-5 compared to the B-2. The ratings on the existing revolver and term loan B-2 will be withdrawn following repayment. Attendance at the company's parks has improved by 710,000 and revenue has increased by almost 9% during the first half of 2018. Revenue and attendance in the third quarter, which is the most significant quarter for the company, is expected to increase compared to the prior year period. A summary of Moody's actions are as follows: SeaWorld Parks and Entertainment, Inc. Corporate Family Rating, affirmed at B2 Probability of Default, affirmed at B3-PD New senior secured revolving credit facility due 2023, assigned B2 (LGD3) Upsized senior secured term loan B-5 due 2024, affirmed at B2 (LGD3) Speculative grade liquidity rating upgraded to SGL2 from SGL3 Outlook: changed to stable from negative RATINGS RATIONALE SeaWorld's B2 CFR reflects the high leverage of 5.8x as of Q2 2018 and the impact of negative publicity due to its orca shows and from competitive conditions in its Orlando market. The company changed its orca show to a natural based encounter at its San Diego park and ended the breeding of orcas in captivity, however the company still faces brand challenges with some consumers. The response of customers to the natural based encounter orca show also increases uncertainty when the existing orca shows in Orlando and San Antonio are changed in future years. The parks are highly seasonal and sensitive to cyclical discretionary consumer spending, weather conditions, changes in fuel prices, terrorism, public health issues as well as other disruptions outside of the company's control. The company has reached an agreement with the Securities and Exchange Commission to settle outstanding litigation for a modest amount which is a positive, although the company is still subject to an investigation by the Department of Justice and an investor lawsuit. Revenue and EBITDA have improved materially during the first half of 2018, following EBITDA declines in 2017, 2016, 2015, and 2014. The company generates meaningful annual attendance (approximately 21.5 million LTM as of Q2 2018) which has increased by approximately 710,000 in the first half of 2018. The company also has a significant capital spending program for new rides and attractions that is expected to help drive attendance. The value of its portfolio of parks is also substantial and provides additional asset protection. SeaWorld has a good liquidity position as reflected in its SGL-2 rating supported by cash of $33 million as of Q2 2018 and cash flow to cover capital spending of $167 million over the LTM as of Q2 2018 in addition to required debt service. The company benefits from existing NOLs and is expected to be have minimal cash tax payments. In September 2016, SeaWorld suspended its dividend payment of approximately $72 million annually to increase flexibility to deploy its capital. Moody's expects seasonal reliance during the first half of the year on the new $210 million revolver which matures in 2023. The revolver was undrawn as of the end of Q2 2018 (with $21 million of letters of credit outstanding). The company is expected to amend the financial covenants of its credit agreement so that the term loan B-5 is covenant lite and the revolver will be subject to a springing maximum first lien secured leverage covenant ratio of 6.25x when greater than 35% is drawn. The parks are divisible and could be sold individually, but all of the company's assets are pledged to the credit facility and asset sales trigger 100% mandatory repayment if proceeds are not reinvested within 12 months. The stable outlook reflects a material improvement in revenue, EBITDA, and attendance during the first half of 2018 and expectations that positive year over year performance will continue during the second half of 2018 absent unfavorable weather conditions. An upgrade could occur if the company continues to demonstrate positive organic revenue, attendance, and EBITDA growth with leverage sustained below 5x in addition to a good liquidity profile. Comfort that there were not any significant legislative, legal, regulatory, or activist actions that would materially impact operations would also be required. Downward rating pressure would result from poor operating performance due to negative publicity, economic weakness, weak customer appeal of new attractions, competitive conditions, legal settlements, or regulatory/legislative changes so that leverage was expected to increase above 6.5x (as calculated by Moody's). A weakened liquidity profile could also lead to a downgrade. SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (SeaWorld), own and operate twelve amusement and water parks located in the US. Properties include SeaWorld (Orlando, San Diego and San Antonio), Busch Gardens (Tampa and Williamsburg) and Sesame Place (Langhorne, PA). The Blackstone Group (Blackstone) acquired SeaWorld in December 2009 in a $2.4 billion (including fees) leveraged buyout. SeaWorld completed an initial public offering in April 2013 and Blackstone has exited its ownership position in Q2 2017. SeaWorld's revenue was approximately $1.3 billion as of LTM Q2 2018. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SEDGWICK LLP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Sedgwick LLP fdba Sedgwick, Detert, Moran & Arnold LLP 2646 Dupont Drive Suite 60#503 Irvine, CA 92612 Business Description: Sedgwick LLP is a San Francisco, Calif.- based firm that provides legal advisory services. The firm's focus areas include antitrust, bankruptcy, business and commercial litigation, intellectual property, mass tort, reinsurance, surety, and estate planning. Sedgwick LLP was founded in 1933 and has offices in Chicago, Dallas, Kansas City, London, Los Angeles, Miami, New York and Seattle. Chapter 11 Petition Date: October 2, 2018 Case No.: 18-31087 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: John W. Lucas, Esq. Richard M. Pachulski, Esq. John D. Fiero, Esq. PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, California 94111-4500 Tel: 415.263.7000 Fax: 415.263.7010 E-mail: rpachuslki@pszjlaw.com jfiero@pszjlaw.com jlucas@pszjlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Curtis D. Parvin, chair of Dissolution Committee. 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/canb18-31087.pdf SENIOR CARE GROUP: Closing Sale of Woods Affiliates Delays Plan --------------------------------------------------------------- Senior Care Group, Inc., Key West Health and Rehabilitation Center, LLC, and The Bridges Nursing and Rehabilitation, LLC, request the U.S. Bankruptcy Court for the Middle District of Florida for further extension of (1) the exclusive period during which the Remaining Debtors have to file a plan to November 29, 2018; and (2) the exclusive period during which the Remaining Debtors have to solicit acceptances of their plan to January 28, 2019. The Debtors have filed motions seeking extension of time to file their plan and disclosure statement. The Woods Debtors have filed their plan. The Court has entered an order that fixes the deadline for the Remaining Debtors to file a plan and extends the exclusive period to file a plan to Sept. 28, 2018. The Extension Order also granted the Official Committee of Unsecured Creditors the right to file a plan during the exclusive period. The Debtors do not seek to alter any rights granted to the Committee under the Extension Order. The Debtors have been in the process of working through issues related to the sale of the operations of the Woods Debtors, which is scheduled for close on Oct. 30, 2018. The Management has also been dealing with issues regarding the auction for the Oklahoma Debtors. Consequently, the Remaining Debtors request a further extension of their exclusive period to file a plan and of the deadline by which they may obtain acceptances of such plan, and the deadline for filing of a plan and disclosure statement. About Senior Care Group Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. In the petition signed by David R. Vaughan, chairman of the Board, Senior Care Group estimated asset and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen presides over the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The Committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the Debtors hired Holliday Fenoglio Fowler, LP, as broker. SIW HOLDING: U.S. Trustee Forms 3-Member Committee -------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Sept. 25 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of SIW Holding Company, Inc. and its affiliates. The committee members are: (1) Christopher Forsberg 308 King Ranch Road Southlake, TX 76092 (2) Monica Arispe c/o Capstone Law APC 1875 Century Park East, Suite 1000 Los Angeles, CA 90067 Tel: 310-556-4879 (3) Richard Hose c/o Schneider, Wallace, Cottrell Konecky Wotkyns, LLP 2000 Powell Street, Suite 1400 Emeryville, CA 94608 Phone: 415-421-7100 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About SIW Holding Company SIW Holding Company, Inc. f/k/a WIS Holding Company and its subsidiaries were in the business of providing outsourced inventory verification services and retail merchandising services throughout the United States and internationally. They provided physical inventory verification for retail customers in order to manage and deter inventory shrinkage and to comply with annual GAAP audit requirements necessitating physical verification. They historically provided those services to a diverse customer base, including large retailers such as Walmart. As of Jan. 1, 2017, the Debtors operated out of 189 offices in 42 U.S. States and nine Canadian provinces. The Debtors closed the sale of substantially all of their assets to Retail Services WIS, Corporation on June 8, 2017. On July 2, 2018, WIS Holding Company, Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' bankruptcy cases are jointly administered under Bankr. D. Del. Case No. 18-11579 and are pending before the Honorable Christopher S. Sontchi. The Debtors tapped Potter Anderson & Corroon LLP as counsel; and JND Corporate Restructuring as claims agent. Cohnreznick, LLP, is the tax advisor. SKYLINE RIDGE: Unsecureds to be Paid in Full Under Cinco Plan ------------------------------------------------------------- Unsecured creditors will receive full payment of their claims under a Chapter 11 plan of reorganization proposed by Cinco Soldados LLC in the Chapter 11 case of Skyline Ridge, LLC. Cinco is an Arizona-based company created by five real estate developers, including Ahmad Zarifi who owns Skyline. Under the plan, unsecured creditors of Skyline who are not insiders of the company will be paid in full, in cash, on the later of the distribution date or the date their Class 11 claims are allowed. The plan will be funded from cash payment to be made by Cinco to settle its dispute with Skyline and its owner. If Mr. Zarifi accepts the plan, the settlement payment will be $3.29 million less payments received by Skyline after Sept. 5. If he rejects the offer, the payment will be $2.768 million less payments received by Skyline after Sept. 5. As part of the settlement, the companies will exchange mutual releases, dismiss all pending actions, and Skyline will release all liens and claims upon Cinco's property, according to Cinco's latest disclosure statement filed on Sept. 20 with the U.S. Bankruptcy Court for the District of Arizona. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/azb18-01908-161.pdf About Skyline Ridge Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. Judge Brenda Moody Whinery presides over the case. The Debtor tapped Robert M. Charles, Jr., Esq., at Lewis Roca Rothgerber Christie LLP as its bankruptcy counsel. SOLBRIGHT GROUP: Friedman LLP Replaced RBSM as Auditors ------------------------------------------------------- Solbright Group, Inc., has dismissed RBSM LLP as the independent registered public accounting firm engaged to audit the Company's financial statements, effective as of Oct. 1, 2018. RBSM's dismissal was approved by the Company's board of directors. RBSM had served as the Company's independent auditors since January 2016. RBSM's reports on the Company's financial statements for the fiscal years ended May 31, 2018 and 2017, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that those reports included explanatory paragraphs with respect to the Company's ability, in light of its accumulated losses and negative cash flows from operations, to continue as a going concern. Effective as of Oct. 1, 2018, the Company engaged Friedman LLP as the Company's independent registered public accounting firm for the fiscal year ended May 31, 2019. During the Company's two most recent fiscal years, and through Oct. 1, 2018, neither the Company nor anyone on its behalf has consulted with Friedman regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided nor oral advice was provided to the Company that Friedman concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph 304(a)(1)(v)) of Regulation S-K). About Solbright Group, Inc. Newark, New Jersey-based Solbright Group, Inc., formerly Arkados Group, Inc. -- https://www.solbrightgroup.com/ -- is an industrial AI, machine learning and energy management company providing Internet of Things (IoT) solutions for commercial and industrial facilities. Solbright reported a net loss of $15.80 million on $12.06 million of net sales for the year ended May 31, 2018, compared to a net loss of $3.34 million on $2.34 million of net sales for the year ended May 31, 2017. As of May 31, 2018, Solbright had $15.67 million in total assets, $11.25 million in total liabilities and $4.41 million in total stockholders' equity. The audit opinion included in the company's Annual Report on Form 10-K for the year ended May 31, 2018 contains a going concern explanatory paragraph. RBSM LLP, in New York, NY, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations, will require additional capital to fund its current operating plan, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SPARTAN BUSINESS: Unsecureds May Recover 62% Under Latest Plan -------------------------------------------------------------- Unsecured creditors of Spartan Business & Technology Services, Inc. may recover as much as 62% of their claims, according to the company's latest disclosure statement filed on Sept. 20 with the U.S. Bankruptcy Court for the Eastern District of Virginia. Creditors holding undisputed Class 5 unsecured claims will receive payments within 60 months beginning on Jan. 1 next year. These creditors will be paid $16,666.66 per month on the first year of the plan; $25,000 per month on the second year; $33,333.33 per month on the third year; $41,666.66 per month on the fourth year; and $50,000.00 per month on the fifth year. Assuming that none of the amounts claimed by the disputed creditors in Classes 1 and 4 are approved, the total payout to unsecured creditors will be approximately 62%. The total amount of unsecured debt in Class 5 is $3,235,651.34. This class is impaired. The plan will be funded from the future business income of the company, according to the amended disclosure statement. A copy of the amended disclosure statement is available for free at: http://bankrupt.com/misc/vaeb18-10032-140.pdf About Spartan Business & Technology Services Inc. Spartan Business & Technology Services, Inc. is a privately-owned company that provides business management and information technology solutions to government, non-profit and service organizations. The company's capabilities include acquisition, logistics and IT systems management; business process improvement and business process reengineering; governance, compliance & performance; healthcare documentation & training; information assurance & access management; IT portfolio management; logistics lifecycle cost studies and implementation; medical and laboratory research; organizational development; performance-and-evidence-based budgeting; professional and management developmental training; professional healthcare management and health information technology analysis; and program and project management. The company is headquartered in Alexandria, Virginia. Spartan Business & Technology Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10032) on Jan. 4, 2018. In the petition signed by Lorenzo Downing, president and secretary, the Debtor disclosed $50,889 in assets and $2.20 million in liabilities. Judge Klinette H. Kindred presides over the case. The Debtor tapped Axelson, Williamowsky, Bender & Fishman, P.C. as its legal counsel; and Stitely & Karstetter, PLLC as its accountant. STAR WEST: S&P Alters Outlook to Pos. & Affirms 'B+' Debt Rating ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable on Star West Generation LLC's $450 million senior secured loan ($394.7 million outstanding on June 30, 2018) and $100 million senior secured revolving credit facility (RCF), both due March 13, 2020. The 'B+' issue ratings on the debt were affirmed. The recovery rating remains at '2', indicating our expectation of substantial recovery (rounded estimate 75%) in the event of a payment default. The outlook revision follows the Sept. 6 announcement of the sale of Star West's Arlington Valley (579 megawatts; MW) power plant to Capital Power for $300 million, or $518 per kilowatt (/kW). Almost all of the proceeds of the sale will go toward paying down a large portion of Star West's term loan B, resulting in a loan balance of around $100 million in early 2019. This will bring Star West's net debt down to $91/kW from the present $324/kW (including $37 million of the $100 million RCF). In addition, the removal of Arlington Valley's letter of credit with Arizona Public Service Co. and a lower debt service reserve requirement will free up about $30 million of cash that will be used to reduce the RCF balance and add cash to the balance sheet. S&P said, "The positive outlook reflects our expectation that the sale of Arlington Valley will be finalized under the terms proposed. Although we expect the DSCR for Griffith on a stand-alone basis to be around 0.8x in 2019, the last year it is fully dependent on merchant revenues; until 2027, we expect the project to have more than enough liquidity to cover this shortfall and that coverage will rise beyond 1.4x thereafter, supporting an upgrade of one to two notches. "We could revise the outlook to stable if the sale of Arlington Valley is not executed or is unlikely to lead to the projected liquidity levels. We could revise the outlook to negative or lower the rating if we see significant operational issues that lead to reduced availability or lower market pricing, and DSCRs drop below 1x on a sustained basis. A downgrade might also follow indicators of stressed liquidity, such as constant inability to pay down outstanding credit balances or use of the debt-service reserve to meet a required payment. Based on our financial forecast, the project appears to be most vulnerable during 2020 to 2022, when we assume debt service is higher due to refinancing and cash flow available for debt service is lower owing to significant major maintenance payments in 2022. "We would likely raise the rating if the sale goes through under the terms proposed. The timing would depend on events in 2019, including the project's performance and refinancing, given the debt maturing in 2020. We could also raise the rating if power prices significantly improve or the project signs additional PPAs that provide strong contracted cash flows over an extended period. In either case, projected consolidated DSCRs would need to be firmly in the middle of the 1.0x to 1.5x range, with sufficient liquidity in our downside case for more than three years." STATE TECHNOLOGY: Nov. 20 Disclosure Statement Hearing ------------------------------------------------------ Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona issued an order fixing State Technology & Manufacturing LLC's disclosure statement hearing for November 20, 2018, at 10:30 A.M. The deadline to oppose the disclosure statement is November 13. About State Technology State Technology & Manufacturing LLC filed a voluntary Chapter 11 petition (Bankr. D. Ariz. Case No. 17-09940) on Aug. 24, 2017. Cindy Greene, Esq., and Carlene Simmons, Esq., at Simmons & Greene, P.C., serve as the Debtor's bankruptcy counsel. SUNCOAST INTERNAL: Exclusive Solicitation Period Expires Oct. 22 ---------------------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida, through an order entered on Sept. 27, 2018, extended the exclusive periods for Suncoast Internal Medicine Consultants, P.A. to file a plan and to obtain acceptance of a plan through Aug. 23, 2018 and Oct. 22, 2018, respectively. As reported by the Troubled Company Reporter on Aug. 14, 2018, the Debtor asked for an extension of the plan deadline and the exclusivity periods for 14 days or until Aug. 22, 2018, contending that they, the Debtor and its counsel, needed additional time to complete preparation of the plan and disclosure statement. About Suncoast Internal Medicine Consultants Based in Largo, Florida, Suncoast Internal Medicine Consultants, PA -- http://suncoastinternalmedicine.com/-- provides medical care to Pinellas County and the Greater Tampa Bay area. Its staff is composed of board-certified physicians focusing in the specialties of internal medicine, gastroenterology, and rheumatology. Suncoast was founded in 1965 by Dr. George Kotsch. Suncoast Internal Medicine Consultants sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00399) on Jan. 19, 2018. In the petition signed by Robert L. DiGiovanni, DO, president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek McEwen presides over the case. The Debtor hired Johnson, Pope, Bokor, Ruppel & Burns LLP as its bankruptcy counsel; and Appelt & Associates, CPAS, PA as its accountant. SUNRISE HOSPICE: Amends Provisions on Treatment of Secured Claims ----------------------------------------------------------------- Sunrise Hospice, LLC, on Sept. 20 filed with the U.S. Bankruptcy Court for the District of Utah its latest Chapter 11 plan of reorganization, which contains amended provisions governing the treatment of secured claims. Under the second amended plan, the terms of the secured claim of Zions Bank, N.A. as the first lien holder on Sunrise Hospice's property will be reinstated on the effective date of the plan, with the exception of a modification to the terms of default under the original loan. Specifically, Sunrise Hospice will amend the terms of Zions' secured claim limiting the bank's ability to put the reorganized company into default. Within 90 days of the effective date of the plan, Sunrise Hospice will pay Zions' cure amount calculated at $132,614; and commence or resume payments to the bank. Meanwhile, the terms of the secured claim of Small Business Administration as the second lien holder on the property will be modified to simplify the terms of default under the original loan. Specifically, Sunrise Hospice will amend the terms of SBA's claim limiting its ability to put the reorganized company into default. All other terms will be left intact. Moreover, within 90 days of the effective date, Sunrise Hospice will pay SBA's cure amount and will commence or resume payments to SBA, according to the second amended plan. A copy of the second amended plan is available for free at: http://bankrupt.com/misc/utb17-30690-42.pdf About Sunrise Hospice Sunrise Hospice, LLC, operates skilled nursing care facilities with its principal place of business located at 1940 & 1950 South 375 East Orem, Utah 84058. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Sunrise Hospice filed a Chapter 11 petition (Bankr. D. Utah, Case No. 17-30690) on Dec. 13, 2017. In the petition signed by Matthew A. Baker, managing member, the Debtor disclosed $1.75 million total assets and $1.25 million total liabilities as of Nov. 30, 2017. Judge Kimball R. Mosier presides over the case. Darren B. Neilson, Esq., at Neilson Law LLC, is the Debtor's counsel. The Debtor filed a Chapter 11 plan of reorganization and disclosure statement in its bankruptcy case. SURVEYMONKEY INC: Moody's Rates $295MM Secured Loan 'B3' -------------------------------------------------------- Moody's Investors Service assigned SurveyMonkey Inc.'s new $75 million revolver due 2023 and $220 million Term Loan due 2025 a B3 rating. The existing B3 corporate family rating and positive outlook remain unchanged. The new credit facility will refinance the existing credit facility which is anticipated to be paid down with a portion of the company's IPO proceeds. The refinancing is expected to lead to additional interest expense savings and extend out the all 1st lien debt maturity structure. The ratings on the existing revolver and term loan will be withdrawn after closing. A summary of Moody's actions are as follows: Issuer: SurveyMonkey Inc. $75 million Gtd Senior Secured Revolving Credit Facility due 2023, Assigned B3 (LGD3) $220 million Gtd Senior Secured Term Loan B due 2025, Assigned B3 (LGD3) RATINGS RATIONALE SurveyMonkey's B3 CFR reflects its relatively small size and concentration in a segment of the web-based survey market. Moody's pro forma leverage following an expected paydown of just over $100 million of debt is 5.2x as of Q2 2018 (excluding Moody's standard lease adjustment) and includes substantial stock compensation as an expense (pro forma leverage would be 2.9x excluding stock compensation expense). Some of the prior investments and expenses to increase growth and diversify the service offering were not offset with comparable levels of revenue. As a result, costs were reduced as the company exited less profitable service offerings. More recently, the company has invested substantially to enhance its service offering and grown its sales and marketing efforts to expand its enterprise customer base which Moody's projects will support growth going forward. The company faces risk from competition from numerous smaller competitors, and the potential for new technologies or product offerings that could disrupt its business model. Technology risk to the credit is magnified by the lack of product diversification. SurveyMonkey has foreign currency risk exposure as a portion of its cash flow is generated internationally while its debt is denominated in USD. The company has achieved material revenue growth over the past several years which Moody's expects to continue, although Moody's projects increased growth related expenses and higher stock compensation to weigh on EBITDA performance. While the Do-It-Yourself (DIY) survey market segment is modest in size with a vast number of small competitors, SurveyMonkey has a strong position and Moody's believes it would be difficult for an existing competitor to take material market share from the company. SurveyMonkey's liquidity has an SGL-3 liquidity rating. The company will have a new $75 million revolver due 2023 and a projected cash balance pro forma for the IPO of approximately $140 million. Cash may be used for general corporate purposes in addition to potential acquisitions, investments, or debt repayment. The company has the ability to issue $50 million of incremental debt plus an amount subject to a first lien secured leverage covenant of 3.75x. The credit agreement includes a maximum leverage ratio covenant of 5x for the life of the loan and Moody's expects the company will maintain a significant cushion of compliance following a paydown of just over $100 million in debt from IPO proceeds. The positive rating outlook reflects the material reduction in leverage and reduced interest expense following the expected debt repayment. Moody's projects revenue will grow in the low teens percentage range, but higher stock compensation and growth related expenses will negatively impact EBITDA in the near term and lead to higher leverage levels. SurveyMonkey's small size, narrow product focus and technology risks reduce upward rating pressure. Positive rating pressure could develop if the company achieves leverage levels sustained below 6x (as calculated by Moody's). A stable market position, positive revenue and EBITDA growth, with stable EBITDA margins and a free cash flow to debt percentage in the mid-single digits would also be required. A downgrade would occur due to overall weak operating performance, lost market share, technological disruptions, debt funded acquisitions or stock repurchases that weakened its liquidity position. Elevated concern about the company's ability to service its debt would also lead to negative rating pressure. SurveyMonkey Inc. is an online survey company that became a public company in September 2018. Revenue during the LTM was $234 million as of Q2 2018. The company was founded in 1999. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TAG MOBILE: SSB Trading Opposes Approval of Disclosure Statement ---------------------------------------------------------------- SSB Trading, Inc., a creditor of TAG Mobile LLC, asked the U.S. Bankruptcy Court for the Northern District of Texas to deny the latest disclosure statement filed by the company in support of its proposed Chapter 11 plan. In a court filing, SSB Trading's attorney Timothy York, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C., said the disclosure statement describes a plan that is "unconfirmable." "It would be a waste of resources and confusing to creditors to solicit votes on a plan that cannot be confirmed," Mr. York said. The attorney argued TAG Mobile's proposed plan does not mention the absolute priority rule or present any procedure or exception for dealing with it; has no provision to prevent foreclosure of a purported lien by Prosperity Bank; is infeasible unless the court accepts TAG Mobile's "wildly inflated" asset valuation and plan projections; and fails to disclose that SSB would pay substantially more for TAG Mobile's operating licenses, which would be unencumbered cash to the estate. SSB Trading can be reached through: Christopher J. Moser, Esq. Timothy A. York, Esq. Quilling, Selander, Lownds, Winslett & Moser, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Phone: (214) 871-2100 Fax: (214) 871-2111 About TAG Mobile Founded in 2010, Tag Mobile, LLC's line of business includes providing two-way radiotelephone communication services such as cellular telephone services. On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern District of Texas issued an order converting Tag Mobile's case from Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791). Judge Stacey G. Jernigan presides over the case. The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel, and The Gibson Law Group as its special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2018. The committee tapped Nicoud Law as its legal counsel. TAYLOR MORRISON: S&P Affirms 'BB' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'BB' issuer credit rating on Taylor Morrison Home Corp. and TMM Holdings Limited Partnership. The outlook is stable. S&P said, "In addition, we affirmed the 'BB' issue-level rating on TMHC's senior unsecured debt, in line with the issuer credit rating. The '3' recovery rating on the notes indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery to noteholders in the event of a default. This recovery rating also accounts for the $400 million of AVHI's senior unsecured notes which we expect TMHC to assume when the acquisition closes on October 2nd. "The 'BB' issuer credit rating on TMHC incorporates our expectations for the company as it integrates the operations of AVHI over the next year. Our forecast accounts for combined operations as of October 2nd and includes the assumption of AVHI's $400 million senior unsecured notes (due 2022) by TMHC. We also include this tranche of debt in our recovery valuation and incorporated into our assessment of the issue-level ratings on TMHC's existing notes. "The stable outlook reflects our view that TMHC will integrate AVHI's operations over the next year and, given the backdrop of a healthy U.S. economy and housing market, the company will close between 12,100 and 12,300 homes in 2019. In conjunction, we expect EBITDA growth from higher closing volume and relatively flat margins (excluding purchase accounting adjustments related to AVHI) will push debt to EBITDA toward 3x by the end of fiscal 2019 while maintaining debt to capital below 45% and interest coverage of at least 4.5x. "We view an upgrade as unlikely over the next year due to integration risk from merging AVHI's operations, and leverage which will be temporarily high but we expect will be closer to 3x next year. In addition, we are less likely to move the rating up because our 'BB+'-rated homebuilding peers (such as Lennar Corp., PulteGroup Inc., and Toll Brothers Inc.) exhibit greater size, scale, and geographic diversity. However we may consider a higher rating if leverage improves faster than our forecast predicts and the company can maintain debt to EBITDA comfortably below 3x. We believe this would require home closings for 2019 to trend closer to 13,000 and for gross margins to show sustained year-over-year improvement, while debt remains at current levels or lower. "We could lower the rating if debt to EBITDA remains above 4x because of persistently high debt or weaker margins stemming from disruptions in integrating AV. That said, we view a downgrade over the next 12 months as less likely, given improving leverage in 2019. We may also consider a downgrade if the company pursues more aggressive growth plans or returns to shareholders, pushing leverage higher than 4x EBITDA or debt to capital to 45% on a sustained basis." TECHNOLOGY SOLUTIONS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Technology Solutions & Services, Inc. a California corporation 458 East Commercial Road San Bernardino, CA 92408 Business Description: Technology Solutions & Services, Inc. -- http://www.tssius.com-- is a full service reverse logistics company. It offers a wide variety of asset recovery solutions specific to mobile, IT and consumer electronics industries. Technology Solutions team has over 20 years of experience dealing with high volume product refurbishment; processing & sorting of customer return merchandise; failure analysis, data collection & reporting; recalls, reworks & re-kitting; EOL disposition & management; customized IT solutions; scrap management & recycling; warehousing & fulfillment; discreet remarketing; excess inventory management; product de-branding, re-branding & relabeling; life cycle management of service parts; in-house engineering support; and custom packaging solutions. The Company is headquartered in San Bernardino, California with facilities in Mexicali, BC; Cd. Juarez, Chih; Calexico, CA; and El Paso, TX. Chapter 11 Petition Date: October 2, 2018 Case No.: 18-18339 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark D. Houle Debtor's Counsel: Leonard M. Shulman, Esq. SHULMAN HODGES & BASTIAN LLP 100 Spectrum Ctr Dr Ste 600 Irvine, CA 92618 Tel: 949-340-3400 Fax: 949-340-3000 Email: lshulman@shbllp.com Total Assets: $9,831,822 Total Liabilities: $30,190,109 The petition was signed by Julio C. Garcia, Jr., CFO. 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/cacb18-18339.pdf TEINE ENERGY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' long-term issuer credit rating (ICR) on Calgary, Alta.-based Teine Energy Ltd. The outlook is stable. At the same time, S&P Global Ratings affirmed its 'B+' issue-level rating, with a '2' recovery rating, on the company's senior unsecured notes. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate capped at 85%) recovery in our hypothetical default scenario. The ICR reflects Teine's relatively small scale with proved reserves of about 100 million barrels of oil equivalent (boe), average daily production of about 32,500 boe per day (boe/d), and geographic concentration. Partially offsetting credit factors include the company's product mix, which is heavily weighted toward liquids; competitive cost structure; and above-average profitability. In addition, the rating reflects S&P's assessment of Teine's financial risk, which its financial sponsor ownership caps as the Canadian Pension Plan Investment Board owns 87% of the company. The stable outlook reflects S&P Global Ratings' view that the increase in Teine's daily production, coupled with stronger oil prices, will fuel improved credit metrics in 2018 and 2019, resulting in two-year average FFO-to-debt above 60% and FOCF-to-debt of about 10% and a continuing adequate liquidity position. S&P said, "We believe a negative rating action in the next 12 months is unlikely because Teine has a significant credit-metric cushion to support the ratings. FFO-to-debt would need to drop below 20% and FOCF become negative for us to consider a downgrade. This scenario would likely also pressure liquidity due to lower cash flow generation and the potential for availability on the company's revolving credit facilities to fall. "We could raise the ratings if Teine consistently improves its geographic and product diversification to mitigate the price volatility in one specific basin. We could also take a positive rating action if the company strengthens its vertical integration to improve its production economics. Furthermore, we could raise the ratings if we believe the financial sponsor will decrease its ownership below 40%, which would result in us removing the cap on Teine's financial risk profile." TEINE ENERGY: S&P Revises Senior Unsecured Notes Rating to 'B+' --------------------------------------------------------------- S&P Global Ratings corrected its ratings release by revising its issue-level rating on Calgary, Alta.-based Teine Energy Ltd.'s senior unsecured notes to 'B+' from 'B' and its recovery rating on the notes to '2' from '4'. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; rounded estimate capped at 85%) recovery in our hypothetical default scenario. In S&P's most recent review on Sept. 26, 2017, it incorrectly used the after-tax PV-10 valuation in its recovery analysis resulting in a recovery rating of '4' and consequently, an issue-level rating of 'B'. Had S&P used the before-tax PV-10, the recovery rating would have been '2' and the issue-level rating 'B+'. RATINGS LIST Teine Energy Ltd. Issuer Credit Rating B/Stable/-- Issue-Level Ratings Raised; Recovery Ratings Revised To From Teine Energy Ltd. Senior Unsecured B+ B Recovery Rating 2(85%) 4(30%) TRI-STAR CONSTRUCTION: Nov. 15 Plan Confirmation Hearing -------------------------------------------------------- Judge Erithe A. Smith of the U.S. Bankruptcy Court for the Central District of California issued an order approving the disclosure statement explaining Tri-Star Construction and Restoration Services Inc.'s plan. November 15, 2018, at 10:30 A.M. is fixed as the date of hearing of confirmation of the Plan. About Tri-Star Construction Tri-Star Construction and Restoration Services, Inc., is a privately-held company that provides water damage restoration, mold repair and fire damage repair services in Anaheim, California. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Tri-Star Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10006) on Jan. 3, 2018. In the petition signed by Salvador Reyes Gomez, president, the Debtor disclosed $1.23 million in assets and $613,407 in liabilities. Judge Erithe A. Smith presides over the case. Michael R. Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades, California, serves as counsel to the Debtor. TSC BAYVIEW DRIVE: Proposes to Sell Real Properties to Pay Claims ----------------------------------------------------------------- TSC/Bayview Drive, LLC, on Sept. 21 filed a disclosure statement in support of its Chapter 11 plan of reorganization, which proposes to pay its creditors from the sale of its real properties in Anne Arundel County, Maryland. According to the disclosure statement, available cash from the sale of the properties, which consist of several lots including all improvements thereon, will be used to fund the plan. TSC/Bayview will market the properties for sale and will simultaneously make effort to secure a joint venture investor. The liens and security interests of Bank of Glen Burnie and Anne Arundel County will attach to the sale proceeds after payment of costs. In the event closing on the sale of the properties does not occur by July 1, 2019, the reorganized company will schedule and conduct an auction sale by August 30, 2019, pursuant to section 363 of the Bankruptcy Code. Under the plan, after holders of administrative expense claims, secured claims and priority claims have received full payment of their allowed claims, each general unsecured creditor will receive a pro rata distribution from available cash until the allowed Class 4 claims are paid in full, together with interest at the legal rate. Class 4 is impaired by the plan, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mdb18-19487-26.pdf About TSC/Bayview Drive TSC/Bayview Drive, LLC filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 18-19487) on July 18, 2018, listing between $100,000 to $500,000 in both assets and liabilities. A copy of the petition is available at http://bankrupt.com/misc/mdb18-19487.pdf Judge Nancy V. Alquist oversees the case. David W. Cohen, Esq. at Law Office of David W. Cohen served as the Debtor's counsel. TSC/MAYFIELD ROAD: Proposes to Sell Real Properties to Fund Plan ---------------------------------------------------------------- TSC/Mayfield, LLC proposes to pay its creditors from the sale of its real properties in Anne Arundel County, Maryland, according to the company's disclosure statement filed Sept. 21 with the U.S. Bankruptcy Court for the District of Maryland. Available cash from the sale of the properties, which consist of several lots including all improvements thereon, will be used to fund the company's proposed Chapter 11 plan of reorganization. The liens and security interests of secured creditors, Premier Bank, Inc. and Anne Arundel County, will attach to the sale proceeds after payment of costs. In the event closing on the sale does not occur by July 1, 2019, the reorganized company will schedule and conduct an auction sale of the properties by August 30, 2019, pursuant to section 363 of the Bankruptcy Code. Under the plan, after holders of administrative expense claims, secured claims and priority claims have received payment, each general unsecured creditor will receive a pro rata distribution from available cash until their allowed Class 4 claims are paid in full, together with interest at the legal rate. Class 4 is impaired by the plan, according to the disclosure statement. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mdb18-13611-36.pdf About TSC/Mayfield Road TSC/Mayfield, LLC, is a privately held company in Columbia, Maryland, engaged in activities related to real estate. The company is the fee simple owner of five real properties in Odenton, Maryland having an aggregate value of $3.54 million. TSC/Mayfield filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-13611) on March 19, 2018. In the petition signed by Bruce S. Jaffe, manager, the Debtor disclosed $3.54 million in total assets and $2.78 million in total liabilities. David W. Cohen, Esq., at the Law Office of David W. Cohen, is the Debtor's counsel. UNICOMPASS INC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Oct. 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Unicompass, Inc. About Unicompass Inc. Unicompass, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-34596) on Aug. 17, 2018. The case was transferred to the Galveston Division of the Southern District of Texas on September 11, 2018, with new case number 18-80280. At the time of the filing, the Debtor disclosed less than $1 million in assets and liabilities. Judge Jeffrey P. Norman presides over the case. The Debtor is represented by Margaret Maxwell McClure, Esq., at Law Office of Margaret M. McClure. UNITED RENTALS: Moody's Rates New Sr. Unsecured Notes 'Ba3' ----------------------------------------------------------- Moody's Investors Service assigned a Baa3 rating to United Rentals (North America), Inc.'s planned new senior secured first lien term loan and a Ba3 rating to its new senior unsecured notes. Moody's also affirmed all of its other ratings assigned to URNA: Corporate Family of Ba2, Probability of Default of Ba2-PD, senior secured second lien of Ba1, senior unsecured of Ba3, and Speculative Grade Liquidity of SGL-2. Proceeds from the new debt along with drawings on the company's existing revolving credit facility will be used to finance the $2.1 billion acquisition of BlueLine Rental, LLC. The ratings outlook is stable. RATINGS RATIONALE The affirmation of URNA's ratings reflects its enhanced scale as the largest equipment rental company in North America and Moody's expectation that the company will prioritize repayment of the revolver with free cash flow following the acquisitions of BlueLine and BakerCorp International Holdings, Inc. so that debt to EBITDA improves towards the mid-2x level by December 2019. Pro forma for the acquisitions of BakerCorp and BlueLine, URNA's debt to EBITDA is expected to be in the low-3x range. However, strong operating cash flow associated with the company's EBITDA margin near 50% support expectations of about $1.3 billion of cash flow from business operations and normal equipment sales that would be available for debt reduction. Moody's expects URNA to repay debt with the majority, particularly as the company has disclosed that it will suspend share repurchases following debt incurrence for larger acquisitions. To achieve operating synergies following acquisitions, URNA is expected to close some of the overlapping store locations and reduce corporate overhead. The BlueLine acquisition, as well as future acquisitions of general equipment rental companies, should strengthen URNA's purchasing power in the equipment procurement process. BlueLine's fleet is about five months younger than URNA's, which should translate to lower maintenance and improved competitiveness. Additionally, URNA will be able to leverage its specialty rental segment to increase cross-selling opportunities, as BlueLine only offers limited specialty rental services. The very large fleet size and diversified equipment mix position URNA well to serve large customers and sell used equipment at higher prices, reflecting URNA's equipment maintenance program. The stable rating outlook reflects expectations for ongoing EBITDA growth and steady de-leveraging following the acquisitions of BakerCorp and BlueLine, balanced against the cyclical business risks, shareholder friendly policies, and acquisition appetite. The Baa3 rating on the new senior secured first lien term loan reflects its position as pari-passu with the ABL facility's first priority claim on the company's equipment assets and the size of the senior claim relative to the other claims, which positions the rating one notch above the rating on the company's second lien senior secured notes. The SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity profile, supported by the expectation of good free cash flow generation ($1.3 billion anticipated for 2018, which includes the proceeds of equipment sales), and about $117 million cash balances as of June 30, 2018. After funding the BlueLine acquisition, URNA expects to have $1.5 billion to be available under the $3 billion ABL facility at year-end. The ratings are unlikely to be upgraded in the near-term, given URNA's ongoing appetite for acquisitions. However, maintaining debt to EBITDA below 2.5x and EBITDA to interest above 7x on a sustainable basis could support a ratings upgrade. Ongoing prioritization of debt repayment following debt-funded acquisitions, which would cause URNA to limit share repurchases during these periods would be an important factor for a ratings upgrade. The ratings could be downgraded if debt to EBITDA remains above 3x by the end of 2019, EBITDA to interest approaches 4x, and/or the company's liquidity profile weakens, even if no other acquisitions occur. Ratings could also be downgraded if sales and margins contracted resulting in a lower return on its fleet. Increased shareholder friendly actions or a debt-financed acquisition that resulted in higher leverage could also pressure the rating. The BlueLine acquisition is anticipated to close in October 2018. Upon closing of the acquisition, BlueLine's debt is expected to be repaid and ratings will be withdrawn. Assignments: Issuer: United Rentals (North America), Inc. Senior Secured First Lien Term Loan, Assigned Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Outlook Actions: Issuer: United Rentals (North America), Inc. Outlook, Remains Stable Affirmations: Issuer: United Rentals (North America), Inc. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba2 Senior Secured Regular Bond/Debenture, Affirmed Ba1 (LGD3, from LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5, from LGD4) The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. United Rentals (North America), Inc., headquartered in Stamford, CT, is an equipment rental company with a fleet of approximately 575,000 units and over 1,000 rental locations across the US and Canada. The company has two reportable segments: general rentals segment and trench, power and pump segment. While the primary source of revenue is from renting equipment, the company also sells equipment and related parts and services. Pro forma for the BakerCorp and BlueLine acquisitions, revenues for the LTM ended June 30, 2018 were estimated to be about $8.4 billion. VERITY HEALTH: Enters into Asset Purchase Deal With Santa Clara --------------------------------------------------------------- Verity Health System of California, Inc., a nonprofit healthcare system, filed a motion in the U.S. Bankruptcy Court in Los Angeles seeking bankruptcy court approval of a procedure to obtain bids leading to a potential auction of its hospitals in Santa Clara County. The process is being led by an asset purchase agreement with the County of Santa Clara where the County's offer serves as an initial "stalking horse bid" to acquire O'Connor Hospital in San Jose, Calif. and Saint Louise Regional Hospital in Gilroy, Calif., including the De Paul Health Center in Morgan Hill, Calif., under Section 363 of the U.S. Bankruptcy Code. Verity Health has requested court approval of an orderly auction process where other potential buyers can submit qualified competing bids against the Stalking Horse Bid. The winning bid, as selected by the Verity Health Board of Directors, in consultation with its professional legal and financial advisors, is subject to the approval of the Bankruptcy Court, and, depending on the buyer, the California Attorney General. The timeline requested by Verity Health would result in an auction in December 2018. "O'Connor and Saint Louise are two critically important institutions in the communities they serve, and the County has shown great leadership to ensure both can continue their mission of providing high-quality care to patients well into the future," said Rich Adcock, CEO of Verity Health. "As we advance this sale process through the court, we are continuing to work with other potential buyers for Verity's remaining assets, so they can be relieved from the financial burdens that impede their service to the community, and they can continue serving patients in their respective communities." Details of the Asset Purchase Agreement Pursuant to the terms of the agreement, the County has agreed to acquire substantially all assets at both hospitals for a purchase price of $235 million, although that price is potentially subject to certain price adjustments at closing. In the agreement, the County has committed to operating both hospitals with a focus on quality, safety and patient satisfaction, including maintaining participation with public and private payors. In addition, the County commits to instituting its charity care policies, which are broad in scope, along with continuing to provide care through community-based health programs. To facilitate an orderly and efficient sale process for all of its six hospitals and related assets, Verity Health filed for Chapter 11 protection on August 31, 2018. Verity Health also secured debtor-in-possession financing of up to $185 million. This additional liquidity enables continued operations without interruption to high-quality patient care, employees and vendors throughout the Chapter 11 process. Verity Health is advised in this matter by Dentons US LLP, Berkeley Research Group and Cain Brothers. About Verity Health System Verity Health System -- https://verity.org -- operates as a nonprofit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on August 31, 2018. In the petition signed by Richard Adcock, chief executive officer, the Debtor estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. VERITY HEALTH: May Obtain $30-Mil Loans, Use Cash Collateral ------------------------------------------------------------ The Hon. Ernest M. Robles of the United States Bankruptcy Court for the Central District of California has entered an interim order authorizing Verity Health System of California, Inc., and its affiliates to borrow up to a total committed amount of $30,000,000 under the DIP Financing Agreements from Ally Bank, in its capacity as agent and in its capacity as lender under the DIP Credit Agreement. The Debtors are also authorized to use the advances under the DIP Credit Agreement during the period commencing immediately after the entry of the Interim Order and terminating upon the occurrence of an Event of Default and the termination of the DIP Credit Agreement in accordance with its terms and subject to the provisions hereof. Following entry of this Interim Order, the Debtors will pay only $1,600,000 on account of the commitment fee. The Debtors will pay the deferred balance of the commitment fee required by section 2.9(a) of the DIP Credit Agreement only upon entry of a Final Order approving the DIP Credit Agreement. The Debtors may use the proceeds of the extensions of credit under the DIP Facility only for the purposes specifically set forth in the DIP Credit Agreement and this Interim Order and in strict compliance with the DIP Budget. As a condition to the continued extension of credit under the DIP Facility and the continued authorization to use cash collateral, the Debtors have agreed that as of and commencing on the Closing Date the Debtors will apply all advances under the DIP Facility, as follows: (i) first, to fund the day to day operations and general corporate purposes of the Debtors' estates; (ii) second, to pay the administrative expenses of the Chapter 11 Cases; and (iii) third, to make the Prepetition Adequate Protection Payments all in accordance with the DIP Budget. Subject to the Carve Out, all DIP Obligations will constitute an allowed superpriority administrative expense claim with priority in all of the Chapter 11 Cases and Successor Cases over all other administrative expense claims under the Bankruptcy Code and otherwise over all administrative expense claims and unsecured claims against the Debtors or their estates, now existing or hereafter arising, of any kind or nature whatsoever. Proceeds of the DIP Facility (net of any amounts used to pay fees, costs and expenses under the DIP Financing Agreements) will be utilized by the Debtors until the DIP Facility Termination Date in accordance with the DIP Budget and in a manner consistent with the terms and conditions of the DIP Credit Agreement, this Interim Order, and the Final Order. The DIP Liens will attach as first priority liens and security interests to all proceeds of any sale or other disposition of the Debtors' property, including, without limitation, the Facilities and any other DIP Collateral. The Sale Proceeds will be held in escrow in one or more deposit accounts subject to a deposit account control agreement in favor of the DIP Lender. Any funds held in the Escrow Deposit Account will not be commingled with any other funds of the Debtors or otherwise. The DIP Lender is granted a first priority lien on the Escrow Deposit Account and all Sale Proceeds, including any deposit provided by any buyer in connection with any asset sale, and such proceeds, deposits. The Escrow Deposit Account will constitute Collateral under the DIP Credit Agreement and DIP Collateral under the Interim Order. On the Revolving Loan Termination Date, the DIP Lender will apply any and all amounts remaining on deposit in the Escrow Deposit Account to the outstanding principal amount of the DIP Loan, together with accrued and unpaid DIP Obligations, with any remaining balance to be delivered to the Debtors subject to any Prepetition Liens and Prepetition Replacement Liens. As of the Petition Date, the Debtors were indebted and liable to: UMB Bank, N.A., as successor Master Trustee under the Master Trust under master indenture obligations for the California Statewide Communities Development Authority Revenue Bonds (Daughters of Charity Health System) Series 2005 A, G and H (the "2005 Bonds") and California Public Finance Authority Revenue Notes (Verity Health System) Series 2015 A, B, C, and D and the Series 2017 A and B. Wells Fargo Bank National Association serves as indenture trustee for the Series 2005 Bonds, and U.S. Bank National Association serves as the Collateral Agent and the 2015 Note Trustee and 2017 Note Trustee for the Working Capital Notes. As of the Petition Date, the Debtors were indebted and liable to Verity MOB Financing, LLC and Verity MOB Financing II, LLC as holders of security interests in Verity Holdings prepetition accounts, including rents arising from the prepetition MOB Financing holding approximately $568,000,000 of debt, secured by liens on virtually all of the Debtors' assets. In order to secure the Prepetition Secured Obligations, the Debtors granted the Prepetition Liens to the Prepetition Secured Creditors on substantially all of their assets. In exchange for the priming of the Prepetition Liens, the Prepetition Secured Creditors will be entitled to receive adequate protection for any diminution in the value of their respective interests in the Prepetition Collateral, the Prepetition Secured Creditors will receive adequate protection as follows: (a) Each of the affected Prepetition Secured Creditors will be granted additional valid, perfected and enforceable replacement security interests and Liens in the DIP Collateral, excluding the prepetition collateral held by WTNA with respect to the Clean Fund Bonds and the NR2 Petros Bonds, donor restricted funds held at Philanthropic Foundations and Avoidance Actions and any proceeds thereof; (b) The Debtors are also authorized and directed to provide to the Prepetition Secured Creditors monthly adequate protection payments equal to the amount of postpetition, non-default contractual interest on the outstanding balances of the Prepetition Secured Obligations excluding the Clean Fund Bonds and NR2 Petros Bonds collateral held by WTNA, (c) To the extent of the Diminution in Value of the interest of the respective Prepetition Secured Creditors in Prepetition Collateral, each of the affected Prepetition Secured Creditors will be granted an allowed superpriority administrative expense claim, which will have priority in the Chapter 11 Cases under sections 363(c)(1), 503(b) and 507(b) of the Bankruptcy Code and otherwise over all administrative expense claims and unsecured claims against the Debtors and their estates. All DIP Obligations of the Debtors to the DIP Lender will be immediately due and payable, and the Debtors' authority to use the proceeds of the DIP Facility will cease, on the date that is the earliest to occur of: (A) September 5, 2019 (the "Scheduled Termination Date"); (B) the earlier of: (i) the date that is thirty days from entry of the Interim Order unless a final, non-appealable order of the Bankruptcy Court authorizing the DIP Facility in form and substance satisfactory to the DIP Lender in its sole and absolute discretion has been entered and has become effective prior to the expiration of such period (or such later date as the DIP Lender may approve in writing in its sole and absolute discretion), (ii) the date the Court denies entry of the Final Order, or (iii) the date of revocation of the Interim Order or the Final Order, as applicable; (C) the substantial consummation of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court; (D) the consummation of a sale of all or substantially all of the DIP Collateral; (E) the date the Bankruptcy Court orders the conversion of the Chapter 11 Cases to a Chapter 7 liquidation or the dismissal of the Chapter 11 Cases or the appointment of a trustee or examiner with expanded power in the Chapter 11 Cases; and (F) the acceleration of the DIP Loan and the termination of the commitments with respect to the DIP Facility in accordance with the DIP Financing Agreements. The occurrence of the Commitment Termination Date, will also constitute, subject to further Court order, termination of the Prepetition Secured Creditors’ consent to the Debtors' use of their prepetition cash collateral. A full-text copy of the Interim Order is available at http://bankrupt.com/misc/cacb18-20151-86.pdf About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a nonprofit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by Richard Adcock, chief executive officer, the Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles presides over the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The Office of the U.S. Trustee on Sept. 17, 2018, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. VICTOR P. KEARNEY: Trustees' Bid from Automatic Stay Relief Granted ------------------------------------------------------------------- Bankruptcy Judge David T. Thuma granted Trustees Louis Abruzzo and Benjamin Abruzzo's Supplemental Motion for Relief from Automatic Stay Regarding Actions in State Court. The Trustees ask that the Court lift the automatic stay "for cause" under section 362(d)(1). The automatic stay is intended "to prevent a chaotic and uncontrolled scramble for the debtor's assets in a variety of uncoordinated proceedings in different courts. The stay insures that the debtor's affairs will be centralized, initially, in a single forum in order to prevent conflicting judgments from different courts and in order to harmonize all of the creditors' interests with one another." Nevertheless, bankruptcy courts may modify the automatic stay upon a finding of "cause" to do so. "Because there is no clear definition of what constitutes cause discretionary relief from the stay must be determined on a case by case basis." The Tenth Circuit "has not set forth a precise framework or exhaustive set of factors for analyzing whether cause exists." Courts often turn to the 12 non-exclusive factors identified in In re Curtis to assist in the analysis. The Court also recently issued its opinion in In re Crespin, in which it identified certain of the Curtis factors, and certain other factors, that typically are the most relevant when determining whether to modify the automatic stay to allow a party to proceed with pending state court litigation. The Court weighs the Crespin factors, and then the other Curtis factors, as follows: 1. Specialized Tribunal Weighs in favor of lifting the stay. Absent unusual circumstances, disputes about the administration and modification of testamentary trusts are heard by the state district court. 2. Estate Administration Weighs in favor of lifting the stay. Granting stay relief would expedite administration of the estate because the UCC Plan would not be viable if the Proposed Trust Changes are not approved. 4. Judicial Economy Weighs in favor of lifting the stay. Lifting the stay would permit Judge Malott to hear the Proposed Trust Changes before his retirement. Judge Malott is already well acquainted with the facts of the case. If the case were heard by a new state court judge, expense and delay would be greatly increased. Further, allowing the state court to consider the Proposed Trust Changes would expedite the plan confirmation process. 5. Litigation Expense Weighs in favor of lifting the stay. Allowing Judge Malott to rule on the Proposed Trust Changes, rather than a new state court judge unfamiliar with the facts, would save a lot of time and money. 6. Prejudice to other Weighs in favor of lifting the stay. Creditors would benefit by creditors stay relief because it likely would hasten the conclusion of this bankruptcy case, reduce administrative expense, and increase the net dividend to creditors. 7. Likelihood of Success Neutral. The Proposed Trust Changes are legitimate and serious, but Debtor's objections to them are also worth serious consideration. 8. Balance of the Hurt Weighs in favor of lifting the stay. If the stay is not lifted, the parties will lose the "institutional knowledge" of Judge Malott. It would take a lot of time and money to get another state court judge to the same level of familiarity with the facts and law related to this dispute. While there is risk that the state court effort could be futile (e.g. if the UCC Plan is found to be unconfirmable for any reason), the risk of wasted time and effort is greater if the stay is not modified. 9. Whether the relief would result in a partial weighs in favor of lifting the stay. A ruling by or complete Overall, the factors weigh heavily in favor of lifting the automatic stay. The Court concludes that there is sufficient "cause" to modify the automatic stay. The bankruptcy case is in re: In re: VICTOR P. KEARNEY, Debtor, Case No. 17-12274-t11 (Bankr. D.N.M.). A full-text copy of the Court's Memorandum Opinion dated Sept. 15, 2018 is available at https://bit.ly/2IlS9bJ from Leagle.com. Victor P. Kearney, Debtor, represented by Jason Michael Cline -- jason@attorneyjasoncline.com -- Jason Cline, LLC, Debbie E. Green, Foley & Lardner LLP, Don F. Harris, Marcus A. Helt -- mhelt@gardere.com -- Foley & Lardner LLP & David Benjamin Thomas, Reid Collins & Tsai LLP. United States Trustee, U.S. Trustee, represented by Alice Nystel Page, Office of the U.S. Trustee. Creditors Committee, Creditor Committee, represented by Chris W. Pierce, Walker & Associates, P.C. & Thomas D. Walker, Walker & Associates, P.C.. Victor P. Kearney filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case No. 17-12274) on Sept. 1, 2017 and is represented by Jason Michael Cline, Esq. of Jason Cline, LLC. W&T OFFSHORE: S&P Hikes Issuer Credit Rating to B-, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Houston-based oil and gas exploration and production company W&T Offshore Inc. to 'B-' from 'CCC'. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '2' recovery rating to the company's proposed $625 million secured second-lien notes due 2023. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 80%) recovery to creditors in the event of a payment default." The upgrade reflects S&P's view that W&T's proposed capital restructuring will significantly improve its liquidity and leverage. The company plans to use the proceeds from the $625 million secured second-lien notes, along with about $200 million of cash on hand and $125 million of borrowings from its new credit facility, to pay down all of its existing term debt at par plus a 10% call premium. W&T's existing debt comprises the following: -- A $75 million 11% 1.5-lien term loan due 2019; -- A $300 million 9% second-lien term loan due 2020; -- $178 million of 9%/10.75% second-lien payment-in-kind (PIK) toggle notes due 2020; -- $161 million of 8.5%/10% third-lien PIK toggle notes due 2021; and -- $190 million of senior unsecured notes due 2019. S&P said, "The stable outlook on W&T reflects our belief that the company will maintain an FFO-to-debt ratio in the 20%-30% range and adequate liquidity for the next two years while it sustains its production levels and generates positive free operating cash flow. "We could lower our rating on W&T if its leverage deteriorated to levels that we would view as unsustainable, such as FFO-to-debt of well below 12% for a sustained period, given its small scale and high concentration in the offshore Gulf. We could also lower the rating if the company's liquidity deteriorated. These scenarios would most likely occur if commodity prices fell sharply and W&T did not rein in its capital expenditures, or if the company pursued a large leveraging transaction. "We would consider upgrading W&T if the company increased the size of its reserve base and its production levels, to bring them more in line with those of its higher-rated peers, while raising its FFO-to-debt ratio above 30% for a sustained period." WESTERN DIGITAL: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on September 28, 2018, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Western Digital Corporation to BB+ from BB. Headquartered in San Jose, California, Western Digital Corporation is an American computer hard disk drive manufacturer and data storage company. It designs, manufactures and sells data technology products, including storage devices, data center systems and cloud storage services. WESTINGTON ELECTRIC: Fitch Assigns 'B' LT Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has assigned Brookfield WEC Holdings, Inc., operating under the name Westinghouse Electric Company (WX), a final Long-Term Issuer Default Rating (IDR) of 'B'. In addition, Fitch has assigned the following final ratings: -- ABL revolving credit facility 'BB'/'RR1'; -- First-lien revolving credit facility (RCF) and term loan credit facility 'BB-'/'RR2'; -- Second-lien term loan facility 'CCC+'/'RR6'. The Rating Outlook is Stable. The final ratings follow the receipt of documents conforming to information already received, and are in line with the expected ratings assigned on July 13, 2018. KEY RATING DRIVERS Acquisition by Brookfield Complete: The acquisition by Brookfield closed on Aug. 1, 2018 and was funded with a $2.73 billion of first-lien term loan, $325 million of second-lien term loan and equity from Brookfield. The ratings reflect initially high financial leverage as WX emerges from bankruptcy but also the capacity to deleverage with FCF. The ratings further consider the benefits of the restructuring of WX's business during bankruptcy and the elimination of significant liabilities, enabling the company to emerge as a focused engineering and manufacturing firm. High Initial Financial Leverage: WX emerged from bankruptcy with initial leverage (debt/EBITDA) of around 5.5x. Its target capital structure and capital deployment priorities have not been enunciated, though Fitch expects the company will deploy its FCF to a combination of debt repayment and dividends. Fitch believes the company could reduce debt/EBITDA to a level at or under 5.0x in the next three years, assuming modest debt repayments in excess of mandatory term loan amortization. Liabilities Extinguished: Through the bankruptcy process the company has shed its construction risks, which were the cause of the bankruptcy, and has been able to renegotiate various onerous contracts effectively allowing the company to be re-established as an engineering and equipment provider. In particular, sizable liabilities related to two large U.S. nuclear plant construction projects - VC Summer and Vogtle - have been extinguished, and WX will have no further participation in fixed price construction contracts. Its remaining business is viewed as stable and profitable, within the context of a nuclear power industry that is in a long-term secular decline. Operational Restructuring Improves Margins: Substantial improvement in WX's EBITDA margin is expected over the next few years as its new plant business rolls off and the company continues to execute on various cost saving actions. The cost savings plan is largely focused on operating model improvements, sourcing and procurement initiatives and structural changes to the nuclear fuel production process. Savings are projected to total $270 million by FY2021 (year ended March 31, 2022), and $113 million of savings have been achieved to-date, supporting meaningful EBITDA margin improvement to around 18% in FY2020, up from 12% in FY2017. Improving margins and an expected reduction in working capital balances will support expected healthy FCF of $200 to 300 million annually in FY2019 and 2020. High Recurring Revenue Base: WX benefits from a solid recurring revenue base supported by multi-year contracts and regular maintenance requirements. It is estimated that 80% to 90% of profitability is driven by regularly recurring refueling and maintenance outages serviced under contracts generally ranging from 10 to 15 years for fuel and three to five years for outage services. The new plant business that has driven much of the historical income volatility is expected to roll-off over the next few years as the legacy Vogtle project is completed. Leading Market Position and Technology: WX has a leading technology position in the commercial nuclear reactor space, with approximately half of the world's nuclear reactors running on its technology. In the U.S. and Europe the company has a top one or two market position in nuclear plant services, benefitting from intellectual property, technical expertise, intense regulations, high switching costs and an extended fuel licensing process. The company also has a presence in China where much of the world's growth in nuclear energy generation is expected though there is a risk of increased competition from local firms. Long-Term Uncertainty in Nuclear Energy: In the U.S. and Western Europe, there is little demand for new nuclear power plants due to environmental risks, political/regulatory resistance, and lower priced natural gas. Lower natural gas prices have also put pressure on operating nuclear reactors causing some to close down even before operating licenses expire. The U.S. and Western Europe are core markets for WX, and there is a risk that the pace of reactor closings could accelerate if government support falls and fossil fuel prices remain persistently low. WX has some exposure to the APAC region where nuclear power capacity is expected to rise over the long term. DERIVATION SUMMARY Fitch expects WX's profitability will improve and that the company will exhibit a more stable operating profile after it emerges from bankruptcy, offsetting concerns around gradually declining core revenues and higher leverage following the buyout by Brookfield. The company has a strong competitive position which is supported by its proprietary technology, existing installed base and regulatory barriers. WX's most significant direct competitor is Framatome, which also designs and produces components, fuel, control systems and offers a range of reactor services. WX also competes with a GE Hitachi joint venture and a segment of Korea Electric Power Corporation (KEPCO, AA-). WX is not a direct competitor to the other engineering and construction firms rated by Fitch given its focus on the nuclear power industry and the fact that it offers engineering but not construction services. Another engineering and construction firm, Argan ('b*'), offers a variety of engineering, construction, maintenance and consulting services to public utilities, power plants and plant construction firms. Argan has historically been managed debt free and has margins similar to WX, but it has a high degree of customer concentration and carries risks from its high degree of fixed-price contracts. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- The nuclear energy market is in a slow secular decline in the U.S. and Western Europe, but has some growth potential in the APAC region; -- WX's revenues decline after FY2018 as the new plant business completes legacy projects; -- Cost reduction initiatives and a more favorable revenue mix support EBITDA margins improving to around 18% in FY2020; -- FCF generation becomes consistently positive; -- Capital deployment is split between debt repayments and shareholder distributions; -- Leverage declines through the forecast, potentially dropping below 5.0x, primarily from debt repayment. Recovery Analysis The recovery analysis for a hypothetical future bankruptcy assumes that WX would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. WX's going concern (GC) EBITDA is based on FY2018 projected EBITDA and includes projected cost savings from the company's restructuring. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. The GC EBITDA is 20% below projected EBITDA to reflect the secular challenges facing the nuclear industry and some likely business rationalization. The GC EBITDA is in-line with FY2017 EBITDA, which includes only part of the expected cost savings. The overall decline also reflects WX can offset the adverse conditions with additional cost reductions. An EV multiple of 6x is used to calculate a post-reorganization valuation, and the multiple considered the following factors: The current bankruptcy exit multiple for WX, based on the $3.95 billion purchase price by Brookfield (including transaction costs) is 9.3x based on FY2017 EBITDA and 7.3x based on forecasted FY2018 EBITDA. In addition, the recent acquisition of Framatome was completed at approximately 8x EBITDA. The ABL and first lien RCF are assumed to be drawn upon default. The ABL is senior to the first lien RCF/term loans, which are senior to the second lien term loan in the waterfall. The waterfall results in a 100% recovery corresponding to an 'RR1' Recovery Rating for the ABL revolver ($200 million) and a 73% Recovery Rating corresponding to an 'RR2' for the first lien revolver ($200 million) and term loan ($2.73 billion).The second lien term loan ($325 million) has zero recovery, corresponding to an 'RR6'. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Expectation that WX adheres to a disciplined financial strategy and Debt/EBITDA maintained below 4.5x; -- Cost reduction initiatives perform better than expected leading to a FCF margin sustainable in the mid-to-high single digits; -- WX is able to diversify its regional exposure and maintains a leading position in Chinese nuclear energy markets. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- An aggressive financial policy leads to debt/EBITDA maintained above 5.5x; -- The U.S. nuclear energy market declines faster than expected and leads to extended revenue losses; -- Realized cost savings are lower than expected leading to break-even to only slightly positive FCF generation; -- The company faces costly liabilities from a nuclear incident. LIQUIDITY WX's liquidity is expected to be supported by a $200 million ABL revolver, a $200 million first lien revolver and a $250 million letter of credit facility. The two revolvers are expected to be undrawn at the close of the transaction. Liquidity will be further supported by expected healthy FCF of $200 million to 300 million in fiscal 2019 and fiscal 2020. The debt structure consists of a $2.73 billion first-lien, seven-year term loan and $325 million second-lien, eight-year term loan, as well as any future drawings on the revolvers. The company's nearest maturities are the ABL and first lien revolvers, which mature in 2023. The first-lien term loan amortizes at 1% per year. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Brookfield WEC Holdings Sub-Aggregator LP -- Long-term IDR 'B'. Brookfield WEC Holdings, Inc. -- Long-term IDR 'B'; -- First-lien Secured ABL Credit Facility 'BB/RR1'; -- First-lien Secured Revolving Credit Facility 'BB-/RR2'; -- First-lien Secured Term Loan 'BB-/RR2'; -- Second-lien Secured Term Loan 'CCC+/RR6'. The Rating Outlook is Stable. WHEELCHAIR SALES: Has Until Oct. 5 to File Plan ----------------------------------------------- Wheelchair Sales & Service, Inc., sought and obtained from Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, an extension of the time it must file its Chapter plan and disclosure statement to October 5, 2018. David P. Lloyd, Esq., asserts that since the Court entered an order requiring the Debtor to file a Chapter 11 plan by August 27, 2018, the Debtor has faced several issues in preparing financial documents to support a plan and disclosure statement, including monthly operating reports and financial projections. These issues have included personnel and software issues. The Debtor has now prepared monthly operating reports that are in the process of final audit and expects to have all monthly reports now due filed within one week. The Debtor has filed a plan of reorganization that provides for payment of its fully secured creditor in full, with interest, over a five-year period, and payment of a 10% distribution to general unsecured creditors over the same five-year period. The Debtor is working on preparing a disclosure statement to accompany the plan. Mr. Lloyd notes that the Debtor requires a short extension of time to complete financial documentation for a disclosure statement to accompany of plan. The Court has set a hearing date of October 9, 2018, on the Court’s own motion to dismiss, and the Debtor expects that it can complete a plan and disclosure statement before that date. Other than the secured creditor, Sunrise Medical, no other creditor has been active in this case. About Wheelchair Sales & Service Wheelchair Sales & Service Inc. is a medical equipment supplier in New Lenox, Illinois. The Company offers medical equipment such as respirators, wheelchairs, home dialysis systems, or monitoring systems, that are prescribed by a physician for a patient's use in the home and that are usable for an extended period of time. Wheelchair Sales & Services, Inc., d/b/a WS&S Globam Medical, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-05186) on Feb. 26, 2018. In the petition signed by William M. Downs, stockholder, the Debtor disclosed $579,965 in total assets and $1.04 million in total debt. The case is assigned to Judge Donald R Cassling. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. Y.S.K. CONSTRUCTION: Unsecureds to be Paid in Full Under Exit Plan ------------------------------------------------------------------ Unsecured creditors of Y.S.K. Construction Corporation will be paid in full under the company's proposed plan to exit Chapter 11 protection. Under the proposed plan of reorganization, creditors holding allowed Class 5 unsecured claims will receive full payment, with interest from the petition date, within 10 days after those claims are allowed by the court. Y.S.K. anticipates the total amount of allowed unsecured claims will be no more than $10,000. Class 5 is not impaired under the plan. The funds to implement the plan will be generated from the post-petition loan to Y.S.K. by Evergreen Unlimited, LLC. Evergreen will advance an initial $100,000 prior to the hearing on confirmation of the plan. After the plan is confirmed, Evergreen will advance an additional $250,000 by December 31, according to Y.S.K.'s disclosure statement filed on Sept. 21 with the U.S. Bankruptcy Court for the District of Maryland. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/mdb18-15018-38.pdf About Y.S.K. Construction Corporation Y.S.K. Construction Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-15018) on April 16, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Judge Wendelin I. Lipp presides over the case. Augustus T. Curtis, Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's legal counsel. YOGA80 INC: Unsecured Creditors to Recover 100% in 80 Months ------------------------------------------------------------ Yoga80 Inc. on Sept. 20 filed with the U.S. Bankruptcy Court for the Southern District of California its proposed plan to exit Chapter 11 protection. Under the proposed plan of reorganization, creditors holding allowed Class 2 general unsecured claims will receive their pro rata share of Yoga80's monthly plan payments, which the company estimates to pay approximately 100% of such creditors' claim within 60 months. The total amount of general unsecured claims is unknown due to pending claim objection. Class 2 is impaired and, therefore, general unsecured creditors are entitled to vote to accept or reject the plan. Payments and distributions under the plan will be funded by Yoga80 and its ongoing operations, according to the company's disclosure statement filed on Sept. 20. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/casb18-04321-77.pdf About Yoga80 Inc. Yoga80 Inc.'s essentially has two operations: (i) a coffee café located at 2727 State Street, #100, Carlsbad, CA 92008; and (ii) a yoga studio located at 11526 Sorrento Valley Road, San Diego, California. Yoga80 Inc. filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-04321) on July 20, 2018. In the petition signed by CFO Robert Bradley Pastor, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. VC Law Group, LLP, led by Vikrant Chaudhry, Esq., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. [*] Kirkland & Ellis Promotes 122 Attorneys to Partners ------------------------------------------------------- Kirkland & Ellis LLP disclosed that 122 attorneys were promoted to partner effective Oct. 1, 2018. A. Boston Name Practice Area ----- ------------- Amanda C. Border M&A/Private Equity Katherine V. Coverdale Executive Compensation B. Chicago Name Practice Area ----- ------------- Kourtney Baltzer Intellectual Property Litigation Travis M. Bayer Restructuring Justin R. Bernbrock Restructuring Jeffrey S. Bramson Litigation Matthew Colman Technology & IP Transactions Britt Cramer Litigation Nathan J. Davis M&A/Private Equity Brian Delaney Investment Funds Bobby Earles Litigation Joshua A. Faulkner Real Estate Billy Foster Intellectual Property Litigation Kathryn E. Guilfoyle Litigation Nicholas A. Hemmingsen Investment Funds Ryan A. Jackson M&A/Private Equity Susan V. Kai Real Estate Michael P. Keeley Capital Markets Kimberly L. McGrath Real Estate Daniel J. McQuade Investment Funds Andrew T. Meyer M&A/Private Equity Dan Monico Litigation Brett A. Nerad Litigation Zachary E. Oswald Investment Funds Greg Polins Intellectual Property Litigation Benjamin M. Rhode Restructuring Mariska S. Richards M&A/Private Equity Matthew J. Schlosser M&A/Private Equity Alexandra Schwarzman Restructuring Christopher J. Scully Investment Funds David A. Serna Capital Markets Ravi S. Shankar Litigation Angela M. Snell Restructuring Peter Stach M&A/Private Equity Karl Stampfl Litigation Ryan P. Swan Investment Funds Jonathan K. Tshiamala Litigation Nicholas Wasdin Litigation Eric L. White Litigation C. Dallas Name Practice Area ----- ------------- Benjamin Adelson M&A/Private Equity D. Hong Kong Name Practice Area ----- ------------- Jennifer Feng Investment Funds Han Gao M&A/Private Equity Karen Ho Debt Finance Carmen Lau M&A/Private Equity Amanda Tang Capital Markets Tarun Warriar Litigation/Restructuring Liyong Xing Investment Funds E. Houston Name Practice Area ----- ------------- Ryan J. Copeland Debt Finance John D. Furlow M&A/Private Equity Chris Heasley M&A/Private Equity Chad Nichols Debt Finance Laura M. Stake Investment Funds Kyle M. Watson M&A/Private Equity Sarah E. Williams Litigation F. London Name Practice Area ----- ------------- Tom Bartram M&A/Private Equity Dipak Bhundia M&A/Private Equity James Esterkin Real Estate Finance Melanie J. Johnson M&A/Private Equity Tom McCarthy M&A/Private Equity Philip McEachen Financial Services Regulatory Andrea Renold Investment Funds Mike Robert-Smith Antitrust/Competition Michael Taufner Capital Markets Jennifer F. Wilson Technology & IP Transactions G. Los Angeles Name Practice Area ----- ------------- Kevin Bendix Intellectual Property Litigation Gavin C.P. Campbell Litigation Annie Cheng Real Estate Faris N. Elrabie Investment Funds Austin G. Glassman Debt Finance Bianca Levin-Soler M&A/Private Equity Nichole E. Lopez-Tackett Debt Finance Austin C. Norris Litigation Benjamin Maxwell Sadun Litigation W.F. Cody Sonntag Real Estate H. Munich Name Practice Area ----- ------------- Dr. Thomas Krawitz M&A/Private Equity I. New York Name Practice Area ----- ------------- Carrie J. Bodner Litigation Ryan K. Brissette M&A/Private Equity Jared M. Bryant Debt Finance Matthew Fagen Restructuring Elizabeth A. Freechack M&A/Private Equity James Jian Hu M&A/Private Equity Luke R. Jennings Capital Markets Samuel I. Kaplan Capital Markets Andrew D. Kimball M&A/Private Equity Adam Kool Tax Jayk Kooper M&A/Private Equity Sam Kwon Intellectual Property Litigation Terence Y. Leong Litigation Thomas M. Marbury M&A/Private Equity Duncan K.R. McKay Debt Finance Jessica T. Murray M&A/Private Equity Keri Schick Norton M&A/Private Equity Eddy Park Real Estate Michael J. Pergler Investment Funds Lauren H. Rakower M&A/Private Equity Aaron D. Resetarits Intellectual Property Litigation Ryan Roberts Tax Christina Shin Antitrust/Competition Michelle Six Litigation Ian Spain Litigation Yuli Wang Debt Finance Aparna Yenamandra Restructuring J. Palo Alto Name Practice Area ----- ------------- Amir Freund Intellectual Property Litigation Jonathan Manor M&A/Private Equity K. San Francisco Name Practice Area ----- ------------- Reza Dokhanchy Intellectual Property Litigation Jacob H. Johnston Litigation Barry S. Le Vine Investment Funds Natalie M. Logan M&A/Private Equity Austin S. Pollet M&A/Private Equity Kristen P.L. Reichenbach Intellectual Property Litigation Christopher Wynne Investment Funds Heidi Yuen Tax L. Shanghai Name Practice Area ----- ------------- Shuting Qi M&A/Private Equity Rongjing Zhao M&A/Private Equity M. Washington, D.C. Name Practice Area ----- ------------- Devin S. Anderson Litigation Ronald K. Anguas Jr. Litigation Kathleen A. Brogan Litigation Tracie Bryant Litigation Abigail E. Lauer Intellectual Property Litigation Christopher J. Maner Litigation Kasdin Miller Mitchell Appellate Litigation C. Harker Rhodes IV Appellate Litigation Kirkland & Ellis is a global law firm with 2,200 attorneys representing clients in private equity, M&A and other complex corporate transactions, litigation and dispute resolution/arbitration, restructuring, and intellectual property matters. The Firm has 14 offices around the world: Beijing, Boston, Chicago, Dallas, Hong Kong, Houston, London, Los Angeles, Munich, New York, Palo Alto, San Francisco, Shanghai and Washington, D.C. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Luis Florencio Legrand Peralta Bankr. D.P.R. Case No. 18-05493 Chapter 11 Petition filed September 21, 2018 represented by: Jesus Enrique Batista Sanchez, Esq. THE BATISTA LAW GROUP, PSC E-mail: jeb@batistasanchez.com In re Francisco Guzman Almonte and Austria Taveras Peralta Bankr. D.P.R. Case No. 18-05495 Chapter 11 Petition filed September 21, 2018 represented by: Jeffrey M. Sherman, Esq. THE BATISTA LAW GROUP, PSC E-mail: jeb@batistasanchez.com In re L'Tanya K. Seals Bankr. S.D. Tex. Case No. 18-35281 Chapter 11 Petition filed September 21, 2018 Filed Pro Se In re Jesselyn Radack Bankr. D.D.C. Case No. 18-00634 Chapter 11 Petition filed September 23, 2018 represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN E-mail: jeffreymsherman@gmail.com In re Lawn Advisory Service, Inc. Bankr. D.N.J. Case No. 18-28873 Chapter 11 Petition filed September 23, 2018 See http://bankrupt.com/misc/njb18-28873.pdf represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER E-mail: timothy.neumann25@gmail.com In re Mohammad Ali Kharazmi Bankr. C.D. Cal. Case No. 18-13522 Chapter 11 Petition filed September 24, 2018 represented by: Leonard Pena, Esq. E-mail: lpena@penalaw.com In re Giao Van Le Bankr. C.D. Cal. Case No. 18-13526 Chapter 11 Petition filed September 24, 2018 represented by: Michael Jones, Esq. M JONES & ASSOICATES, PC E-mail: mike@mjthelawyer.com In re Luis Carlos Flores and Teresa Flores Bankr. C.D. Cal. Case No. 18-21144 Chapter 11 Petition filed September 24, 2018 represented by: Kevin Tang, Esq. TANG & ASSOCIATES E-mail: tangkevin911@gmail.com In re James A. Joseffy Bankr. S.D. Fla. Case No. 18-21697 Chapter 11 Petition filed September 24, 2018 represented by: Chad T. Van Horn, Esq. E-mail: Chad@cvhlawgroup.com In re Mark A. Mayberry and Amanda M. Mayberry Bankr. E.D. La. Case No. 18-12539 Chapter 11 Petition filed September 24, 2018 represented by: Darryl T. Landwehr, Esq. E-mail: dtlandwehr@cox.net In re Clarksburg Medical Group, Inc. Bankr. D. Md. Case No. 18-22579 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/mdb18-22579.pdf represented by: Augustus T. Curtis, Esq. COHEN, BALDINGER & GREENFELD, LLC E-mail: augie.curtis@cohenbaldinger.com In re Jean Claude Olivier Bankr. D.N.J. Case No. 18-28900 Chapter 11 Petition filed September 24, 2018 represented by: Marc C. Capone, Esq. CAPONE AND KEEFE, PC E-mail: mcapone@caponeandkeefe.com In re 2070 Restaurant Group LLC Bankr. S.D.N.Y. Case No. 18-12880 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/nysb18-12880.pdf represented by: Bruce J. Duke, Esq. TABERNACLE LEGAL GROUP E-mail: bruceduke@comcast.net In re Green Country Filter Manufacturing, LLC Bankr. N.D. Okla. Case No. 18-11918 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/oknb18-11918.pdf represented by: Mark A. Craige, Esq. CROWE & DUNLEVY E-mail: mark.craige@crowedunlevy.com In re Pedro Resendiz-Diaz and Silvia Resendiz Bankr. E.D. Tex. Case No. 18-42115 Chapter 11 Petition filed September 24, 2018 represented by: Michael J. Wiss, Esq. WISS & FREEMYER, LLP E-mail: mjwiss@hotmail.com In re Conex Equipment Manufacturing, LLC Bankr. N.D. Tex. Case No. 18-43727 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/txnb18-43727.pdf represented by: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC E-mail: rsimon@whitakerchalk.com In re C.R.P. Machine & Welding, Inc. Bankr. N.D. Tex. Case No. 18-43729 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/txnb18-43729.pdf represented by: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC E-mail: rsimon@whitakerchalk.com In re Ronald Lynn Perdue and Cathy Lea Perdue Bankr. N.D. Tex. Case No. 18-43731 Chapter 11 Petition filed September 24, 2018 represented by: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC E-mail: rsimon@whitakerchalk.com In re Square Melons, Inc. Bankr. S.D. Tex. Case No. 18-35304 Chapter 11 Petition filed September 24, 2018 See http://bankrupt.com/misc/txsb18-35304.pdf represented by: Jessica Lee Hoff, Esq. HOFF LAW OFFICES PC E-mail: jhoff@hofflawoffices.com In re Tasha J. Fletcher Bankr. D. Md. Case No. 18-22700 Chapter 11 Petition filed September 25, 2018 represented by: Brett Weiss, Esq. CHUNG & PRESS, LLC E-mail: brett@bankruptcylawmaryland.com In re Genesis Investment, LLC Bankr. W.D.N.Y. Case No. 18-11907 Chapter 11 Petition filed September 25, 2018 See http://bankrupt.com/misc/nywb18-11907.pdf represented by: Dennis Gaughan, Esq. E-mail: wdnybk@gmail.com In re Mil-Sher Complex, Inc. Bankr. W.D.N.Y. Case No. 18-11932 Chapter 11 Petition filed September 25, 2018 See http://bankrupt.com/misc/nywb18-11932.pdf represented by: Robert B. Gleichenhaus, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, P.C. E-mail: RBG_GMF@hotmail.com In re Christopher William Carvalho and Chrystine Denise Carvalho Bankr. M.D. Tenn. Case No. 18-06421 Chapter 11 Petition filed September 25, 2018 represented by: Denis Graham (Gray) Waldron, Esq. NIARHOS & WALDRON, PLC E-mail: gray@niarhos.com In re TS Arms, LLC Bankr.N.D. Ala. Case No. 18-03928 Chapter 11 Petition filed September 26, 2018 See http://bankrupt.com/misc/alnb18-03928.pdf represented by: Tameria S. Driskill, Esq. TAMERIA S. DRISKILL LLC E-mail: tsdriskill@aol.com In re Nicolas Steele and Lilia Stepanova Steele Bankr. C.D. Cal. Case No. 18-12383 Chapter 11 Petition filed September 26, 2018 represented by: Eric Bensamochan, Esq. E-mail: eric@eblawfirm.us In re Sergio Alfredo Ramirez Bankr. C.D. Cal. Case No. 18-21263 Chapter 11 Petition filed September 26, 2018 represented by: Lionel E Giron, Esq. LAW OFFICES OF LIONEL E. GIRON E-mail: ecf@lglawoffices.com In re Jeffrey C. Curtin Bankr. N.D. Ill. Case No. 18-27033 Chapter 11 Petition filed September 26, 2018 represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com In re Children Today Child Care, Inc. Bankr. S.D. Ind. Case No. 18-07439 Chapter 11 Petition filed September 26, 2018 See http://bankrupt.com/misc/insb18-07439.pdf represented by: Michael W. McClain, Esq. MCCLAIN DEWEES, PLLC E-mail: mmcclain@mcclaindewees.com In re James Blount Morris and Donna Simons Morris Bankr. E.D.N.C. Case No. 18-04734 Chapter 11 Petition filed September 26, 2018 represented by: George M. Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC E-mail: efile@ofc-law.com In re JC Family Services, Inc. Bankr. D. Nev. Case No. 18-51077 Chapter 11 Petition filed September 26, 2018 See http://bankrupt.com/misc/nvb18-51077.pdf represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kad@darbylawpractice.com In re Cesar A. Florez Bankr. E.D.N.Y. Case No. 18-45484 Chapter 11 Petition filed September 26, 2018 Filed Pro Se In re FNJCC Corporation Bankr. D.P.R. Case No. 18-05552 Chapter 11 Petition filed September 26, 2018 See http://bankrupt.com/misc/prb18-05552.pdf represented by: Modesto Bigas Mendez, Esq. MODESTO BIGAS LAW OFFICE E-mail: modestobigas@yahoo.com In re Carlos M. Hernandez Machado Bankr. D.P.R. Case No. 18-05575 Chapter 11 Petition filed September 26, 2018 represented by: Pablo E. Garcia, Esq. E-mail: abogado00985@yahoo.com In re Beehive Truck and Auto, LLC Bankr. D. Ariz. Case No. 18-11882 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/azb18-11882.pdf represented by: Kelly G. Black, Esq. KELLY G. BLACK, PLC E-mail: kgb@kellygblacklaw.com In re Keith Andrew Smith Bankr. S.D. Fla. Case No. 18-21944 Chapter 11 Petition filed September 27, 2018 represented by: Patricia A Redmond, Esq. E-mail: predmond@stearnsweaver.com In re Edward Peter Slominski Bankr. S.D. Fla. Case No. 18-21956 Chapter 11 Petition filed September 27, 2018 represented by: Joseph V. Priore, Esq. E-mail: jpriore@500law.com In re Terrance J. McClinch Bankr. D. Me. Case No. 18-10568 Chapter 11 Petition filed September 27, 2018 represented by: D. Sam Anderson, Esq. BERNSTEIN SHUR SAWYER & NELSON E-mail: sanderson@bernsteinshur.com In re Dry Erase Designs, LLC Bankr. W.D.N.C. Case No. 18-31459 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/ncwb18-31459.pdf represented by: Anna Cotten Wright, Esq. GRIER, FURR & CRISP, PA E-mail: cwright@grierlaw.com In re Troy Maas Bankr. D. Nev. Case No. 18-15815 Chapter 11 Petition filed September 27, 2018 represented by: David Mincin, Esq. MINCIN LAW, PLLC E-mail: dmincin@mincinlaw.com In re Sweetcatch 3 LLC Bankr. E.D.N.Y. Case No. 18-45535 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/nyeb18-45535.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re Corporate Temple- 2358 North 12th Street, LLC Bankr. E.D. Pa. Case No. 18-16462 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/paeb18-16462.pdf represented by: Marcia Y. Phillips, Esq. MARCIA Y PHILLIPS, ESQ. LLM & ASSOCIATES E-mail: theladyjustice@outlook.com In re Larry Gene Busch and Terri L Busch Bankr. S.D. Tex. Case No. 18-35359 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/txsb18-35359.pdf represented by: Julie Mitchell Koenig, Esq. COOPER & SCULLY, PC E-mail: julie.koenig@cooperscully.com In re Griffin Parkway Investments & Development, LP Bankr. S.D. Tex. Case No. 18-70351 Chapter 11 Petition filed September 27, 2018 See http://bankrupt.com/misc/txsb18-70351.pdf represented by: Jose Luis Flores, Esq. LAW OFFICE OF JOSE LUIS FLORES E-mail: bklaw@jlfloreslawfirm.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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